EX-10.90



 





Exhibit 10.90




FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 




     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
effective as of June 16, 2006 by and among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation
(“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein
having the meaning given to it in Article I of the Credit Agreement referenced below), the
Lenders signatory hereto, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial
Services Inc., as administrative agent (the “Administrative Agent”) for the Lenders and as
collateral agent and security trustee (the “Collateral Agent”; and together with the Administrative
Agent, the “Agents”) for the Secured Parties.



RECITALS




     WHEREAS, Borrower, Guarantors, the Administrative Agent, the Collateral Agent and Lenders
entered into that certain Second Amended and Restated Credit Agreement dated as of November 23,
2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, Holdings proposes to issue Convertible Senior Notes in an aggregate principal amount
of up to $360,000,000 (the “Convertible Senior Notes Offering”);



     WHEREAS, in connection with the Convertible Senior Notes Offering, Borrower has requested that
Agents and the Lenders amend certain provisions of the Credit Agreement, all upon the terms and
subject to the conditions as herein set forth;



     NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Agents, Lenders, Borrower and the other Loan Parties agree as follows:



Section 1. Amendments. Subject to the satisfaction of the applicable conditions set forth
in Section 4 hereof, the Credit Agreement is hereby amended as follows:



     1.1 The following defined terms are added to Article I of the Credit Agreement in
their proper alphabetical order:




     “Convertible Senior Note Documents” shall mean the Convertible Senior Note Indenture
and all other documents executed and delivered with respect to the Convertible Senior Notes,
in each case having substantially the same terms as the terms set forth on Exhibit
CSN attached hereto and otherwise in form and substance satisfactory to the
Administrative Agent in its discretion.



 









 






     “Convertible Senior Note Indenture” shall mean any indenture, note purchase agreement
or other agreement pursuant to which the Convertible Senior Notes are issued having
substantially the same terms as the terms set forth on Exhibit CSN attached hereto
and otherwise in form and substance satisfactory to the Administrative Agent in its
discretion.




     “Convertible Senior Notes” shall mean Holdings’ Convertible Senior Notes due 2026
issued pursuant to the Convertible Senior Note Documents.



     1.2 The following definition of the term “First Amendment Date” is added to Article I
of the Credit Agreement in its proper alphabetical order:



     “First Amendment Date” shall mean June 16, 2006.



     1.3 The definition of “GCC Spain Post-Closing Intercompany Debt” is deleted from Article
I of the Credit Agreement and the phrase “the GCC Spain Post-Closing Intercompany Debt” is
deleted from the definition of “GCC Spain Intercompany Debt”.



     1.4 Clause (ii) of the definition of the term “Permitted Loan Funded Acquisition” is
amended and restated to read in its entirety as follows:




     (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) Borrower shall
be in compliance with the financial covenant set forth in Section 6.08 (to the
extent such covenant is then applicable) as of the most recent Test Period (assuming, for
purposes of Section 6.08, that such acquisition, and all other Permitted Loan Funded
Acquisitions consummated since the first day of the relevant Test Period for the financial
covenant set forth in Section 6.08 ending on or prior to the date of such
acquisition, had occurred on the first day of such relevant Test Period), (B) the Companies
can reasonably be expected to remain in compliance with such covenant through the Maturity
Date and to have sufficient cash liquidity to conduct their business and pay their
respective debts and other liabilities as they come due and (C) average daily Excess
Availability for the 90-day period preceding the consummation of such acquisition would have
exceeded $75.0 million on a Pro Forma Basis (after giving effect to such acquisition and the
Revolving Loans funded in connection therewith as if made on the first day of such period)
and the projections in connection with the proposed acquisition (based upon historical
financial data of a recent date reasonably satisfactory to Administrative Agent, taking into
account the proposed acquisition) shall reflect that average daily Excess Availability of
$75.0 million shall continue for at least 90 days after the consummation of such
acquisition.



     1.5 Clause (x) of the definition of the term “Permitted Loan Funded Acquisition” is
amended and restated to read in its entirety as follows:




     (x) no Equity Interests constituting all or a portion of Acquisition Consideration
shall have a cash dividend requirement on or prior to the Maturity Date.



     1.6 The proviso set forth in clause (c) of the definition of the term “Restricted
Payments” is amended and restated to read in its entirety as follows:



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(provided, that neither the Convertible Senior Notes nor the Qualified Senior Notes shall be
deemed, for the purposes hereof, to be subordinated by reason of being unsecured)



     1.7 The definition of “Foreign” is amended and restated to read in its entirety as follows:




     “Foreign” shall mean, as to any Person, a Person which is not created or organized
under the laws of the United States, any of its States or the District of Columbia.



     1.8 The definition of “Transaction Documents” is amended and restated to read in its entirety
as follows:




     “Transaction Documents” shall mean the Equity Financing Documents, Qualified Senior
Note Documents, Convertible Senior Note Documents and the Loan Documents.



     1.9 The definition of “Induced Conversion Payments” is amended and restated to read in its
entirety as follows:




     “Induced Conversion Payments” shall mean, with respect to Convertible Preferred Stock,
(a) cash premium, (b) cash payments made in lieu of issuing any fractional shares of the
common stock of Holdings, (c) Restricted Payments with respect to Convertible Preferred
Stock of Holdings for the portion of the quarterly dividend period commencing with the date
of the Restricted Payments with respect to such Convertible Preferred Stock made for the
most recent quarter dividend period and ending on the date of the conversion referred to
below and (d) related fees and expenses, in each case to be paid by Holdings to the holders
of its Convertible Preferred Stock as an inducement to such holders to elect to convert such
Convertible Preferred Stock into shares of the common stock of Holdings after the First
Amendment Date but prior to November 24, 2008, which is the earliest date on which Holdings
may redeem such Convertible Preferred Stock.



     1.10 Section 5.01(b) of the Credit Agreement is amended by replacing the phrase
“Within 45 days after the end of each of the first three fiscal quarters of each fiscal year”
appearing therein with the phrase “Within 45 days after the end of each fiscal quarter of each
fiscal year (including the last fiscal quarter of each fiscal year) with respect to deliveries
required to be made pursuant to clauses (i) and (iv) of this paragraph (b)
and within 45 days after the end of each of the first three fiscal quarters of each fiscal year
with respect to deliveries required to be made pursuant to clauses (ii) and (iii)
of this paragraph (b)”



     1.11 Section 5.01(c) of the Credit Agreement is amended and restated to read in its
entirety as follows:




     (c) Monthly Reports. Within 30 days after the end of each month (if the
aggregate Revolving Exposure of all Lenders for five or more days, whether consecutive or
non-consecutive, during such month exceeds $150.0 million), the consolidated balance sheet
of Holdings as of the end of such month and related consolidated statements of



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income and cash flows of Holdings for such month and for the then elapsed portion of
the fiscal year, in comparative form with the consolidated statements of income and cash
flows for the comparable periods in the previous fiscal year, accompanied by a certificate
of a Financial Officer stating that such financial statements fairly present, in all
material respects, the consolidated results of operations and cash flows of the Consolidated
Companies as of the date and for the periods specified in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments, and setting forth, on a consolidating
basis (by region or, if requested by the Collateral Agent exercising in its reasonable
credit judgment, by entity), the results of operations and cash flows for such month and for
the then elapsed portion of the fiscal year, as compared to its results of operations and
cash flows for the comparable periods in the previous fiscal year and its budgeted results
of operations and cash flows and a schedule setting forth the intercompany Indebtedness
outstanding and changes thereto since the prior month;



     1.12 Section 5.15(a) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (a) as soon as available but in any event within ten (10) Business Days after the end
of each fiscal quarter (or if the aggregate Revolving Exposure of all Lenders for five or
more days, whether consecutive or non-consecutive, during any month exceeds $150.0 million,
within ten (10) Business Days after the end of such month), a Borrowing Base Certificate
from the Borrower accompanied by such supporting detail and supporting documentation as
shall be requested by the Collateral Agent in its reasonable judgment, provided,
that if daily Excess Availability for ten or more days (whether consecutive or
non-consecutive) during any fiscal quarter is less than $50.0 million and so long as
Borrower does not maintain average daily Excess Availability in excess of $50.0 million for
a period of three (3) consecutive fiscal months following the end of such fiscal quarter,
Borrower shall deliver additional weekly roll-forward of Accounts referenced in paragraph
(b)(i) below within five (5) Business Days after the end of each calendar week, and, if
requested by the Collateral Agent, a Borrowing Base Certificate (prepared weekly to reflect
results satisfactory to the Collateral Agent) within five (5) Business Days after the end of
each calendar week, or more frequent Borrowing Base Certificates reflecting shorter periods
as reasonably requested by the Collateral Agent. Each Borrowing Base Certificate shall
reflect all information through the end of the appropriate period for Borrower and each
Borrowing Base Guarantor;



     1.13 Section 5.15(b) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (b) as soon as available but in any event within ten (10) Business Days after the end
of each fiscal quarter (or if the aggregate Revolving Exposure of all Lenders for five or
more days, whether consecutive or non-consecutive, during any month exceeds $150.0 million,
within ten (10) Business Days after the end of such month) (or more frequently as reasonably
requested by the Collateral Agent), Accounts and Inventory eligibility calculations and all
supporting calculations including, but not limited to, (i) a roll-forward of Accounts from
the last period including but not limited to the following: sales, other debits, cash
collections, write-offs, cash discounts, product returns, pricing



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errors, other dilutive credits and other non-dilutive credits, (ii) a summary trial
balance showing Accounts (consolidated by total customer balance) aged from the original
invoice statement date as follows: 1 to 30 days, 31 to 60 days, 61-90 days and 91 days or
more, accompanied by a comparison to the prior quarter’s (or month’s, if applicable) summary
trial balance totals, (iii) a detailed trial balance showing Accounts (consolidated by total
customer balance) specifically identified in Section 2.19 (xv)(a), aged in a format
similar to the format set forth in clause (ii) above, (iv) a schedule of top ten
Accounts aged in a format similar to the format set forth in clause (ii) above, (v)
a schedule of Inventory (other than Inventory on consignment) by location showing raw
materials, work in process and finished goods, (vi) a schedule of Inventory on consignment
by location (vii) a schedule of the top ten trade payable balances, (viii) a reconciliation
of Accounts to the general ledger and the financial statements, (ix) a reconciliation of
Inventory to the general ledger and the financial statements, (x) a reconciliation of trade
accounts payable to the general ledger and the financial statements;



     1.14 Section 5.16 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 5.16 Convertible Senior Notes. (a) On or before the date of the
issuance of the Convertible Senior Notes, the Borrower shall deliver or cause to be
delivered to the Administrative Agent true and correct copies of the Convertible Senior
Notes Documents (b) on the date of issuance of the Convertible Senior Notes, the Borrower
shall deliver or cause to be delivered to the Administrative Agent (x) reasonably
satisfactory evidence that the Borrower has received not less than $300.0 million gross
proceeds from the issuance of the Convertible Senior Notes and (y) an Officers’ Certificate
certifying that no Event of Default then exists or would arise from the issuance of the
Convertible Senior Notes Offering and the consummation of the transactions contemplated by
the Convertible Senior Note Documents, and (c) on the date of receipt of such proceeds, the
Borrower shall repay the outstanding principal balance of the Revolving Loans (without
reduction of the Revolving Commitments) in an amount equal to the lesser of (i) $150.0
million or (ii) the then outstanding principal balance of the Revolving Loans;



     1.15 Section 6.01(b) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (b) (i) Indebtedness actually outstanding on the Original Closing Date and listed on
Schedule 6.01(b) or (ii) refinancings or renewals thereof; provided, that
(A) any such refinancing Indebtedness is in an aggregate principal amount not greater than
the aggregate principal amount of the Indebtedness being renewed or refinanced, plus
the amount of any premiums required to be paid thereon and fees and expenses associated
therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer
or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the
covenants, events of default subordination and other provisions thereof (including any
guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those
contained in the Indebtedness being renewed or refinanced, (iii) the Qualified Senior Notes
(including any notes issued in exchange therefor in accordance with the



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registration rights document entered into in connection with the issuance of the
Qualified Senior Notes) and (iv) the Convertible Senior Notes.



     1.16 Section 6.01(f) of the Credit Agreement is amended by replacing the phrase
“Indebtedness of the Borrower, its Domestic Subsidiaries and General Cable Canada” appearing
therein with the phrase ““Indebtedness of the Borrower and its Domestic Subsidiaries”.



     1.17 Section 6.01(g) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (g) Indebtedness incurred by Foreign Subsidiaries (including Foreign Credit Lines) from
time to time after the Original Closing Date; provided, that such
Indebtedness incurred by Foreign Subsidiaries which is owing to Borrower or a Borrowing Base
Guarantor shall be permitted only to the extent permitted under Section 6.04(d)(ii);



     1.18 Clause (iii) of Section 6.01(i) of the Credit Agreement is amended and
restated in its entirety to read as follows:




     (iii) [Intentionally Omitted],



     1.19 Section 6.04(d)(ii) of the Credit Agreement is amended and restated in its
entirety to read as follows:




     (ii) Borrower or any Borrowing Base Guarantor may make intercompany loans and advances
to any Foreign Subsidiary in an amount not to exceed, together with the aggregate
outstanding amount of Investments with respect to all Foreign Subsidiaries described in
Section 6.04(g)(iv), the Dollar Equivalent of $300.0 million to all Foreign
Subsidiaries in the aggregate outstanding at any time; provided that if, before or
after giving effect to any such intercompany loan or advance, the aggregate outstanding
amount of such intercompany loans and advances with respect to all Foreign Subsidiaries
would exceed, together with the aggregate outstanding amount of Investments with respect to
all Foreign Subsidiaries described in Section 6.04(g)(iv), the Dollar Equivalent of
$100.0 million in the aggregate, then no such intercompany loan or advance shall be made
unless average daily Excess Availability for the 90-day period preceding the funding of such
intercompany loan or advance would have exceeded $75.0 million (after giving effect to any
Revolving Loans funded in connection therewith as if made on the first day of such period)
and is reasonably expected to exceed $75.0 million for at least 90 days following the
funding of such intercompany loan or advance,



     1.20 Section 6.04(g) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (g) Investments (other than intercompany loans and advances) (i) by Borrower in any
Borrowing Base Guarantor (but with respect to Holdings, only to the extent such Investments
in Holdings are permitted under 6.07, or with respect to Intermediate Holdings, only
to the extent such Investments in Intermediate Holdings are permitted under Section
6.06(d) or 6.07), (ii) by any Company (other than Borrower or



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any Borrowing Base Guarantor) in Borrower or any Borrowing Base Guarantor, (iii) by any
Foreign Subsidiary in any other Company and (iv) by Borrower or any Borrowing Base Guarantor
in any Foreign Subsidiary as long as the aggregate outstanding amount of such Investments in
all Foreign Subsidiaries does not exceed, together with the aggregate outstanding amount of
intercompany loans and advances with respect to all Foreign Subsidiaries described in
Section 6.04(d)(ii), the Dollar Equivalent of $300.0 million in the aggregate;
provided that if, before or after giving effect to any such Investment, the
aggregate outstanding amount of such Investments with respect to all Foreign Subsidiaries
would exceed, together with the aggregate outstanding amount of intercompany loans and
advances with respect to all Foreign Subsidiaries described in Section 6.04(d)(ii),
the Dollar Equivalent of $100.0 million in the aggregate, then no such Investment shall be
made unless average daily Excess Availability for the 90-day period preceding the funding of
such Investment would have exceeded $75.0 million (after giving effect to any Revolving
Loans funded in connection therewith as if made on the first day of such period) and is
reasonably expected to exceed $75.0 million for at least 90 days following the funding of
such Investment;



     1.21 Section 6.04(m) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (m) Borrower may make intercompany loans and advances to Holdings solely for the
purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of
employees, officers or directors of any Company as long as (A) such loans and
advances in the aggregate shall not exceed $500,000 in any fiscal year of Holdings
less any Restricted Payments made pursuant to Section 6.06(d)(i) in
such fiscal year and (B) no Event of Default has occurred and is continuing and no
Default would result after giving effect to any such Restricted Payment;




     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due;




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, scheduled semi-annual interest on the Qualified Senior
Notes and the Convertible Senior Notes;




     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly
used by Holdings to make, Restricted Payments with respect to Convertible Preferred
Stock elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004);



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     (v) Holdings’ (x) paying cash dividends with respect to its common stock, (y)
repurchasing outstanding shares of its common stock other than the common stock
described in clause (i) above, or (z) making the Induced Conversion Payments
(or any combination of the foregoing items (x), (y) and
(z)) as long as (A) all proceeds thereof are in fact promptly used by
Holdings for one or more of the purposes set forth in the foregoing items
(x), (y) and (z), (B) the aggregate amount of all such loans
and advances made after the First Amendment Date shall not exceed $125.0 million
less any Restricted Payments made pursuant to Section 6.06(d)(v),
(C) average daily Excess Availability for the 90-day period preceding each such loan
or advance would have exceeded $100.0 million (after giving effect to any Revolving
Loans funded in connection therewith as if made on the first day of such period) and
is reasonably expected to exceed $100.0 million for at least 90 days following such
loan or advance and (D) no Event of Default has occurred and is continuing and no
Default would result after giving effect to any such loan or advance; and




     (vi) Holdings’ redeeming, repurchasing, retiring, defeasing or otherwise
acquiring for value Qualified Senior Notes as long as (A) all proceeds thereof are
in fact promptly used by Holdings for such purpose, (B) the aggregate amount of all
such loans and advances made after the First Amendment Date shall not exceed $285.0
million less any Restricted Payments made pursuant to Section
6.06(d)(vi), (C) average daily Excess Availability for the 90-day period
preceding each such loan or advance would have exceeded $75.0 million (after giving
effect to any Revolving Loans funded in connection therewith as if made on the first
day of such period) and is reasonably expected to exceed $75.0 million for at least
90 days following such loan or advance and (D) no Event of Default has occurred and
is continuing and no Default would result after giving effect to any such loan or
advance;




provided, that each loan and advance referenced in clauses (i),
(ii), (iii), (iv), (v) and (vi) above shall
simultaneously be recorded on Borrower’s ledger as an intercompany loan and shall be
evidenced by a promissory note in substantially the form of Exhibit L, which
shall be pledged (and delivered) by Borrower as Collateral pursuant to the Security
Agreements and which shall be subordinated to the Obligations pursuant to such
promissory notes;



     1.22 Section 6.06(d) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (d) Borrower may make cash Restricted Payments to Intermediate Holdings,
provided, that Intermediate Holdings contemporaneously uses the proceeds of such
Restricted Payments to make Restricted Payments in the same amount to Holdings solely for
the purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of



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employees, officers or directors of any Company as long as (A) such Restricted
Payments in the aggregate shall not exceed, together with the intercompany loans and
advances under Section 6.04(m)(i), $500,000 in any fiscal year of Holdings
and (B) no Event of Default has occurred and is continuing and no Default would
result after giving effect to any such Restricted Payment (and Holdings may make
such repurchases);




     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due
(and Holdings may make such payments);




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, scheduled semi-annual interest on the Qualified Senior
Notes and the Convertible Senior Notes;




     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly
used by Holdings to make, Restricted Payments with respect to Convertible Preferred
Stock elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004)
(and Holdings may make such Restricted Payments);




     (v) Holdings’ (x) paying cash dividends with respect to its common stock, (y)
repurchasing outstanding shares of its common stock other than the common stock
described in clause (i) above, or (z) making the Induced Conversion Payments
(or any combination of the foregoing items (x), (y) and
(z)) as long as (A) all proceeds thereof are in fact promptly used by
Holdings for one or more of the purposes set forth in the foregoing items
(x), (y) and (z), (B) the aggregate amount of all such
Restricted Payments made after the First Amendment Date shall not exceed, together
with the intercompany loans and advances under Section 6.04(m)(v), $125.0
million, (C) average daily Excess Availability for the 90-day period preceding each
such Restricted Payment would have exceeded $100.0 million (after giving effect to
any Revolving Loans funded in connection therewith as if made on the first day of
such period) and is reasonably expected to exceed $100.0 million for at least 90
days following such Restricted Payment and (D) no Event of Default has occurred and
is continuing and no Default would result after giving effect to any such Restricted
Payment (and Holdings may pay such cash dividends, repurchases and Induced
Conversion Payments); and




     (vi) Holdings’ redeeming, repurchasing, retiring, defeasing or otherwise
acquiring for value Qualified Senior Notes as long as (A) all proceeds thereof are
in fact promptly used by Holdings for such purpose, (B) the aggregate amount of all
such Restricted Payments made after the First Amendment Date shall not exceed,
together with the intercompany loans and advances under Section 6.04(m)(vi),
$285.0 million, (C) average daily Excess Availability for the



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90-day period preceding each such Restricted Payment would have exceeded $75.0
million (after giving effect to any Revolving Loans funded in connection therewith
as if made on the first day of such period) and is reasonably expected to exceed
$75.0 million for at least 90 days following such Restricted Payment and (D) no
Event of Default has occurred and is continuing and no Default would result after
giving effect to any Restricted Payment (and Holdings may so redeem, repurchase,
retire, defease or otherwise acquire for value Qualified Senior Notes);



     1.23 Section 6.09 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 6.09 Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other
Agreements, etc. (i) Amend or modify, or permit the amendment or modification of, any
provision of existing Indebtedness or of any agreement (including any purchase agreement,
indenture, loan agreement or security agreement) relating thereto other than any amendments
or modifications to Indebtedness which do not in any way materially adversely affect the
interests of the Lenders and are otherwise permitted under Section 6.01(b); (ii) except as
required by Sections 4.08 and 4.11(e) of the Qualified Senior Note Indenture and except as
permitted by Section 6.04(m)(vi) or Section 6.06(d)(vi) hereof, make (or
give any notice in respect thereof) any voluntary or optional payment or prepayment on or
redemption or acquisition for value of, or any prepayment or redemption as a result of any
asset sale, change of control or similar event of, any indebtedness outstanding under the
Qualified Senior Notes; (iii) amend or modify, or permit the amendment or modification of,
any provision of any Qualified Senior Notes or any agreement (including any Qualified Senior
Note Document) relating thereto other than amendments or modifications which do not in any
way materially adversely affect the interests of the Lenders and which are effected to make
technical corrections to the respective documentation; (iv) except for any offer to
repurchase all or any portion of the Convertible Senior Notes that Holdings is required to
make pursuant to and in accordance with the Convertible Senior Note Indenture, make (or give
any notice in respect thereof) any voluntary or optional payment or prepayment on or
redemption or acquisition for value of, or any prepayment or redemption as a result of any
asset sale, change of control or similar event of, any indebtedness outstanding under the
Convertible Senior Notes; (v) amend or modify, or permit the amendment or modification of,
any provision of any Convertible Senior Notes or any agreement (including any Convertible
Senior Note Document) relating thereto other than amendments or modifications which do not
in any way materially adversely affect the interests of the Lenders and which are effected
to make technical corrections to the respective documentation; (vi) amend or modify, or
permit the amendment or modification of, any other Transaction Document, in each case except
for amendments or modifications which are not in any way adverse in any material respect to
the interests of the Lenders; or (vii) amend, modify or change its articles of incorporation
or other constitutive documents (including by the filing or modification of any certificate
of designation) or by-laws, or any agreement entered into by it, with respect to its capital
stock (including any shareholders’ agreement), or enter into any new agreement with respect
to its capital stock, other than any amendments, modifications, agreements or



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changes pursuant to this clause (vii) or any such new agreements pursuant to this
clause (vii) which do not in any way materially adversely affect in any material respect the
interests of the Lenders; and provided, that Holdings may issue such capital stock as is not
prohibited by Section 6.11 or any other provision of this Agreement and may amend articles
of incorporation or other constitutive documents to authorize any such capital stock.



     1.24 Clause (iii) of Section 6.10 of the Credit Agreement is amended and
restated in its entirety to read as follows:




     (iii) the Qualified Senior Note Documents and the Convertible Senior Note Documents;



     1.25 Section 6.16 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 6.16 No Negative Pledges. Directly or indirectly enter into or assume
any agreement (other than this Agreement, the Qualified Senior Note Documents and the
Convertible Senior Note Documents) prohibiting the creation or assumption of any Lien upon
the properties or assets of any Company (other than a Foreign Subsidiary), whether now owned
or hereafter acquired, except for Property subject to purchase money security interests,
operating leases and capital leases.



     1.26 Exhibit CSN attached hereto is attached to the Credit Agreement as Exhibit
CSN thereto.


Section 2. Release of Canadian Guarantors. Subject to the satisfaction of the conditions
set forth in Section 4 hereof:




     2.1 The Canadian Guarantors are hereby released from their Guarantees and all Liens granted by
the Canadian Guarantors under the Security Documents to secure the Obligations are hereby
terminated.



     2.2 Each Lender hereby consents to the release of any Lien granted under the Security
Documents against the Equity Interests of any first-tier Canadian Subsidiary to the extent such
Lien attaches to more than 65% of the Equity Interests of such Canadian Subsidiary.



     2.3 Each Lender hereby authorizes the Administrative Agent or Collateral Agent, as applicable,
to execute any document or instrument determined by such Agent to be necessary or desirable to
effectuate the releases and terminations referred to in Sections 2.1 and 2.2 hereof.



     2.4 Upon the effectiveness of this Section 2, no Canadian Subsidiary shall be deemed to be a
“Borrowing Base Guarantor,” “Guarantor” or “Loan Party,” as such terms are defined in the Credit
Agreement.


Section 3. Amendment to the Security Agreement. Subject to the satisfaction of the
conditions set forth in Section 4.1 hereof, the Required Lenders hereby consent to the amendment to
the Security Agreement in the form of Exhibit A attached hereto.




11









 







Section 4. Conditions to Effectiveness.




     4.1 This Amendment (other than amendments set forth in Section 1.7, Section 1.16, and
provisions of Section 2 of this Amendment) shall be effective upon satisfaction of the following
conditions precedent:


(a) This Amendment shall have been executed and delivered by the Required Lenders and the Loan
Parties;



(b) Borrower shall have paid to the Administrative Agent the fees set forth in that separate fee
letter of even date herewith between Borrower and the Administrative Agent;



(c) The representations and warranties contained herein shall be true and correct in all respects;



(d) No Event of Default or Default shall exist on the date hereof; and



(e) The Administrative Agent shall have received such other documents as it may reasonably require.




     4.2 Amendments set forth in Section 1.7 and Section 1.16 of this Amendment and provisions of
Section 2 of this Amendment shall be effective upon satisfaction of the following conditions
precedent, in addition to those conditions precedent set forth in Section 4.1 above:


(a) This Amendment shall have been executed and delivered by all Lenders;



(b) The Canadian Subsidiaries shall have been released from all guaranties of the Qualified Senior
Notes; and



(c) The Administrative Agent shall have received a Borrowing Base Certificate reflecting deletion
of General Cable Canada and the other Canadian Subsidiaries as Borrowing Base Guarantors.




     Section 5. Representations and Warranties of Loan Parties.



     5.1 The execution, delivery and performance by each Loan Party of this Amendment has been duly
authorized by all necessary corporate action and this Amendment is a legal, valid and binding
obligation of such Loan Party enforceable against such Loan Party in accordance with its terms,
except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding
in equity or at law);



     5.2 After giving effect to this Amendment and the consummation of the Convertible Senior Notes
Offering, each of the representations and warranties contained in the Credit Agreement is true and
correct in all material respects on and as of the date hereof as if made on the date hereof, except
to the extent that such representations and warranties expressly relate to an earlier date; and



12









 





     5.3 Neither the execution, delivery and performance of this Amendment by each Loan Party nor
the consummation of the transactions contemplated hereby does or shall contravene, result in a
breach of, or violate (i) any provision of such Loan Party’s certificate or articles of
incorporation or bylaws, (iii) any law or regulation, or any order or decree of any court or
government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or
other instrument to which such Loan Party or any of its Subsidiaries is a party or by which such
Loan Party or any of its Subsidiaries or any of their property is bound, except in any such case to
the extent such conflict or breach has been waived by a written waiver document, a copy of which
has been delivered to the Agents on or before the date hereof.


Section 6. Reference to and Effect upon the Credit Agreement.




     6.1 Except as specifically set forth above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     6.2 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Agent or any Lender under the Credit Agreement or any other
Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan
Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of
similar import shall mean and be a reference to the Credit Agreement as amended hereby.



     6.3 Each Loan Party acknowledges and agrees that the execution and delivery by Agents and
Supermajority Lenders of this Amendment shall not be deemed (i) to create a course of dealing or
otherwise obligate Agents or Lenders to forbear, waive, consent or execute similar amendments under
the same or similar circumstances in the future, or (ii) to amend, relinquish or impair any right
of Agents or Lenders to receive any indemnity or similar payment from any Person or entity as a
result of any matter arising from or relating to this Amendment.



     6.4 Each Loan Party affirms and acknowledges that this Amendment constitutes a Loan Document
under the Credit Agreement and any reference to the Loan Documents under the Credit Agreement
contained in any notice, request, certificate or other document executed concurrently with or after
the execution and delivery of this Amendment shall be deemed to include this Amendment unless the
context shall otherwise specify.


Section 7. Costs and Expenses. As provided in Section 11.03 of the Credit
Agreement, Borrower agrees to reimburse Agents for all fees, costs and expenses, including the
fees, costs and expenses of counsel or other advisors for advice, assistance, or other
representation in connection with this Amendment.



Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.



Section 9. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.




13









 







Section 10. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same instrument. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf the signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof, and such party shall promptly follow its
facsimile signature page by mailing of a hard copy original.




[Signature Pages Follow]




14









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first written above.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, INC., as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,

as a Lender, Swingline Lender, Administrative Agent and
Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	UBS AG, STAMFORD BRANCH,

as Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement






 









 













	 	 	 	 	 	 	 	 	 
	 	 	LENDERS: 	 	 	 	 
	 

	 	 	 	 	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	The following Persons are signatories to this Amendment in
their capacity as Loan Parties.	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE COMPANY, as a Loan Party, Guarantor and
Borrowing Base Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CORPORATION, as a Loan Party, Borrowing Base
Guarantor and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GK TECHNOLOGIES, INCORPORATED, as a Loan Party, Borrowing
Base Guarantor and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, LLC, as a Loan Party, Borrowing
Base Guarantor and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement








 









 








	 	 	 	 	 	 	 
	 	 	GENERAL CABLE TECHNOLOGIES CORPORATION, as a Loan Party,
Borrowing Base Guarantor and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE TEXAS OPERATIONS, L.P., as a Loan Party,
Borrowing Base Guarantor and Guarantor	 	 
	 
	 	 	 	 	 	 
	 	 	By: GENERAL CABLE INDUSTRIES, INC., its general partner	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON MANUFACTURING HOLDINGS, INC., as a Loan Party and
Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan Party and
Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE MANAGEMENT LLC, as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement






 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DIVERSIFIED CONTRACTORS, INC., as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MLTC COMPANY, as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON STEEL COMPANY, as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENCA CORPORATION, as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CANADA LTD., as a Loan Party and Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Second Amended and Restated Credit Agreement






 









 








EXHIBIT A TO

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT




FIRST AMENDMENT

TO

SECURITY AGREEMENT 




     This FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is effective as of June 16, 2006
by and among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (“Borrower”), THE GUARANTORS
LISTED ON THE SIGNATURE PAGES HERETO (the “Guarantors”), as pledgors, assignors and debtors (the
Borrower, together with the Guarantors, in such capacities and together with any successors in such
capacities, the “Pledgors,” and each, a “Pledgor”) and MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services Inc., in its capacity as collateral agent pursuant to the Credit
Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and
together with any successors, assignees or designated agents in such capacities, the “Collateral
Agent”).



RECITALS




     WHEREAS, Borrower, Guarantors, the Collateral Agent, Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services Inc., as administrative agent for the Lenders, and
Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of November
23, 2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given
to them in the Credit Agreement);



     WHEREAS, the Pledgors and the Collateral Agent entered into that certain Security Agreement
dated as of November 24, 2003 (as amended, supplemented, restated or otherwise modified from time
to time, the “Security Agreement”);



     WHEREAS, the Pledgors and the Collateral Agent have agreed to amend certain provisions of the
Credit Agreement, all upon the terms and subject to the conditions as herein set forth;



     NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgors and the Collateral Agent agree as follows:



     Section 1. Amendments. The Security Agreement is hereby amended as follows:



     1.1 The definition of the term “Special Property” is amended by deleting the word “and” at the
end of clause (e) thereof, relettering clause (f) thereof as clause (g)
thereof and inserting new clause (f) thereof which shall read in its entirety as follows:




     (e) Equity Interest in any Joint Venture owned by any Pledgor; and



1









 





     1.2 Section 11.5 of the Security Agreement is amended and restated to read in its
entirety as follows:




     Section 11.5 Termination; Release




     (a) When all the Obligations have been paid in full and the Commitments of the Lenders
to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have
expired or been sooner terminated and all Letters of Credit have been terminated or cash
collateralized in accordance with the provisions of the Credit Agreement, this Agreement
shall terminate. Upon termination of this Agreement, the Pledged Collateral shall be
released from the Lien of this Agreement. Upon such release or any release of Pledged
Collateral or any part thereof in accordance with the provisions of the Credit Agreement,
the Collateral Agent shall, upon the request and at the sole cost and expense of the
Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to
or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not
encumbered the released assets, such of the Pledged Collateral to be released (in the case
of a release) as may be in possession of the Collateral Agent and as shall not have been
sold or otherwise applied pursuant to the terms hereof, and, with respect to any other
Pledged Collateral, proper documents and instruments (including UCC-3 termination statements
or releases) acknowledging the termination hereof or the release of such Pledged Collateral,
as the case may be.



     (b) Notwithstanding the foregoing, if (i) Obligations (other than Obligations described
in (ii) below) (“Paid Obligations”) have been paid in full and the Commitments of the
Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall
have expired or been sooner terminated and all Letters of Credit have been terminated or
cash collateralized in accordance with the provisions of the Credit Agreement, (ii)
Obligations of the type described in clause (c) of the definition of the term “Obligations”
in the Credit Agreement (“Remaining Secured Obligations”) remain outstanding, (iii) all or a
portion of the repayment of the Paid Obligations is financed by the proceeds of Indebtedness
of one or more Loan Parties or any affiliate of a Loan Party (“Refinancing Indebtedness”)
which Refinancing Indebtedness is secured by property of such persons, and (iv) the
Remaining Secured Obligations and Refinancing Indebtedness are secured on an equal and
ratable basis, then this Agreement shall terminate as if all Obligations have been paid in
full, and the provisions of paragraph (a) of this Section 11.5 shall apply. For the
avoidance of doubt, if the Refinancing Indebtedness is not secured, this Agreement shall not
terminate but shall remain in full force and effect.


Section 2. Conditions to Effectiveness. This Amendment shall be effective upon the
execution and delivery of this Amendment by the Pledgors and the Collateral Agent.



Section 3. Reference to and Effect upon the Security Agreement.




     3.1 Except as specifically set forth above, the Security Agreement shall remain in full force
and effect and is hereby ratified and confirmed.



2









 





     3.2 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Collateral Agent under the Security Agreement, nor constitute
amendment of any provision of the Security Agreement, except as specifically set forth herein.
Upon the effectiveness of this Amendment, each reference in the Security Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a
reference to the Security Agreement as amended hereby.


Section 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.



Section 5. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.



Section 6. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same instrument. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf the signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof, and such party shall promptly follow its
facsimile signature page by mailing of a hard copy original.




[Signature Pages Follow]




3









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first written above.



	 	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, INC., as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE COMPANY, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CORPORATION, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GK TECHNOLOGIES, INCORPORATED, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE INDUSTRIES, LLC, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Security Agreement




 









 








	 	 	 	 	 	 	 
	 	 	GENERAL CABLE TECHNOLOGIES CORPORATION, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE TEXAS OPERATIONS, L.P., as a Pledgor	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	By: GENERAL CABLE INDUSTRIES, INC., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON MANUFACTURING HOLDINGS, INC., as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	  
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE MANAGEMENT LLC, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Security Agreement





 









 








	 	 	 	 	 	 	 
	 	 	DIVERSIFIED CONTRACTORS, INC., as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MLTC COMPANY, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MARATHON STEEL COMPANY, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENCA CORPORATION, as a Pledgor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Security Agreement





 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,
as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Signature Page to the First Amendment to

Security Agreement





 









 








EXHIBIT CSN TO

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT




TERMS OF THE CONVERTIBLE SENIOR NOTES AND

CONVERTIBLE SENIOR NOTE DOCUMENTS




[Attached]