exv4w3






Exhibit 4.3




THIRD SUPPLEMENTAL INDENTURE GOVERNING

1.00% SENIOR CONVERTIBLE NOTES DUE 2012

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 October 2, 2007, providing for the issuance of
1.00% Senior Convertible Notes due 2012 (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 (the “Guarantee”); and



WHEREAS, pursuant to Section 10.01 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 in the Indenture including, but not limited to, Article 12 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, 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 NOTATION OF GUARANTEE




For value received, each Guarantor (which term includes any successor Person under the Indenture)
has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture, dated as of October 2, 2007 (the “Indenture”),
among General Cable Corporation (the “Company”), the Guarantors party thereto and U.S. Bank
National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium and interest on the 1.00% Senior Convertible Notes due 2012 (the “Notes”) whether at
the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of and interest on the Notes, if any, on a senior basis, if lawful, and the due
and punctual performance of all other obligations of the Company to the Holders or the Trustee all
in accordance with the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any 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 the
Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article 12 of the Indenture, including the circumstances under which such obligations may
be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee.
Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.
This Guarantee may be released in accordance with the Indenture without any further act by any
Holder.



Capitalized terms used but not defined herein have the meanings given to them in the Indenture.



September 2, 2009




	 	 	 	 	 
	 	GEPCO INTERNATIONAL, INC.

ISOTEC, INC.

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




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