exv4w2






Exhibit 4.2




THIRD SUPPLEMENTAL INDENTURE GOVERNING

7.125% SENIOR FIXED RATE NOTES DUE 2017

AND SENIOR FLOATING NOTES DUE 2015

OF GENERAL CABLE CORPORATION



This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 2, 2009,
among Gepco International, Inc., an Illinois corporation (“Gepco”), and Isotec, Inc., an Illinois
corporation (“Isotec” and together with Gepco, the “Guaranteeing Subsidiaries”), each a subsidiary
of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other
Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as
trustee under the Indenture referred to below (the “Trustee”).




WITNESSETH



WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of March 21, 2007, providing for the issuance of
7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 (collectively,
the “Notes”); and



WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee
the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional
Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture on the terms and conditions set forth therein; and



WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee the
Second Supplemental Indenture, dated as of April 18, 2008, pursuant to which one additional
Guarantor agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and
the Indenture on the terms and conditions set forth therein; and



WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture on the terms and conditions set forth herein (each a “Guarantee”); and



WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:



1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.



2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide a Guarantee on
the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit
A and Exhibit B, and in the Indenture including, but not limited to, Article 10
thereof.



3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any
liability for any obligations of the Company, the Guaranteeing Subsidiaries, or any other
Guarantor, under the Notes,


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any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee
by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantee.



4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement.



6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.



7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.




[SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.




	 	 	 	 	 
	 	 	SIGNATURES
	 
	 	 	 	 
	 	 	GENERAL CABLE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Siverd
	 

	 	 	 	 
	 

	 	Name:
	 	Robert J. Siverd
	 

	 	Title:
	 	Executive Vice President, General Counsel and
Secretary
	 
	 	 	 	 
	 	 	GEPCO INTERNATIONAL, INC.

ISOTEC, INC.

DIVERSIFIED CONTRACTORS, INC.

GC GLOBAL HOLDINGS, INC.

GENCA CORPORATION

GENERAL CABLE CANADA, LTD.

GENERAL CABLE COMPANY

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE MANAGEMENT LLC

GENERAL CABLE OVERSEAS HOLDINGS, LLC

GENERAL CABLE TECHNOLOGIES CORPORATION

GENERAL CABLE TEXAS OPERATIONS L.P.

GK TECHNOLOGIES, INCORPORATED

MARATHON MANUFACTURING HOLDINGS, INC.

MARATHON STEEL COMPANY

MLTC COMPANY

PD WIRE & CABLE SALES CORPORATION

PHELPS DODGE AFRICA CABLE CORPORATION

PHELPS DODGE ENFIELD CORPORATION

PHELPS DODGE INTERNATIONAL CORPORATION

PHELPS DODGE NATIONAL CABLES CORPORATION

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian J. Robinson
	 

	 	 	 	 
	 

	 	Name:
	 	Brian J. Robinson
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert T. Jones
	 

	 	 	 	 
	 

	 	Name:
	 	Robert T. Jones
	 

	 	Title:
	 	Vice President






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EXHIBIT A




FORM OF GUARANTEE (FIXED RATE NOTES)




     Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among
General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National
Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”),
and, subject to the provisions of the Indenture, (a) the due and punctual payment of the principal
of, and premium, if any, and interest on the Fixed Rate Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of, and premium and, to the extent permitted by law, interest, and
the due and punctual performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Fixed Rate Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.



     The obligations of the Guarantors to the Noteholders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference
is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each
Holder of a Fixed Rate Note to which this Guarantee is endorsed, by accepting such Fixed Rate Note,
agrees to and shall be bound by such provisions.



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized
officer.



	 	 	 	 	 
	 	GEPCO INTERNATIONAL, INC.

ISOTEC, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Brian J. Robinson 	 
	 	 	Title:  	Executive Vice President 	 
	 




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EXHIBIT B




FORM OF GUARANTEE (FLOATING RATE NOTES)




     Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among
General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National
Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”),
and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal
of, and premium, if any, and interest on the Floating Rate Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of, and premium and, to the extent permitted by law, interest, and
the due and punctual performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Floating Rate Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.



     The obligations of the Guarantors to the Noteholders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference
is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each
Holder of a Floating Rate Note to which this Guarantee is endorsed, by accepting such Floating Rate
Note, agrees to and shall be bound by such provisions.



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized
officer.



	 	 	 	 	 
	 	GEPCO INTERNATIONAL, INC.

ISOTEC, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Brian J. Robinson 	 
	 	 	Title:  	Executive Vice President 	 
	 




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