##### 



Exhibit 10.90
 FIRST AMENDMENT  TO  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Borrower Article I Administrative Agent Collateral Agent Agents
 RECITALS
 Credit
Agreement
 Convertible Senior Notes Offering
   Amendments .
 Article I
 Convertible Senior Note Documents Exhibit
CSN




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Convertible Senior Note Indenture Exhibit CSN
 Convertible Senior Notes .
 First Amendment Date Article I
 First Amendment Date
 GCC Spain Post-Closing Intercompany Debt Article
I GCC Spain Intercompany Debt
 Clause (ii) Permitted Loan Funded Acquisition
 Section 6.08 Section 6.08 Section 6.08
 Clause (x) Permitted Loan Funded Acquisition
  clause (c) Restricted
Payments
 2




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Foreign
 Foreign
 Transaction Documents
 Transaction Documents
 Induced Conversion Payments
 Induced Conversion Payments
 Section 5.01(b) clauses (i) (iv) paragraph (b) clauses (ii) (iii) paragraph (b)
 Section 5.01(c)
 Monthly Reports
 3




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Section 5.15(a)
 provided
 Section 5.15(b)
  4




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Section 2.19 (xv)(a) clause (ii) clause (ii)
 Section 5.16
 SECTION 5.16 Convertible Senior Notes
 Section 6.01(b)
 Schedule 6.01(b) provided plus
 5




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Section 6.01(f)
 Section 6.01(g)
 provided Section 6.04(d)(ii)
 Clause (iii) Section 6.01(i)
  Section 6.04(d)(ii)
 Section 6.04(g)(iv) provided Section 6.04(g)(iv)
 Section 6.04(g)
 6.07 Section
6.06(d) 6.07
 6




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Section 6.04(d)(ii) provided Section 6.04(d)(ii)
 Section 6.04(m)
  less Section 6.06(d)(i)
 Section 6.07(e)
   7




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clause (i) items (x) (y) (z) items (x) (y) (z) less Section 6.06(d)(v)
 less Section
6.06(d)(vi)
 provided clauses (i) (ii) (iii) (iv) (v) (vi) Exhibit L
 Section 6.06(d)
 provided
  8




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Section 6.04(m)(i)
 Section 6.07(e)
   clause (i) items (x) (y) (z) items (x) (y) (z) Section 6.04(m)(v)
 Section 6.04(m)(vi)
 9




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Section 6.09
 SECTION 6.09 Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other
Agreements, etc Section 6.04(m)(vi) Section 6.06(d)(vi)
 10




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Clause (iii) Section 6.10
  Section 6.16
 SECTION 6.16 No Negative Pledges
 Exhibit CSN Exhibit
CSN
 Release of Canadian Guarantors
     Amendment to the Security Agreement Exhibit A
 11




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Conditions to Effectiveness .
           Representations and Warranties of Loan Parties
   12




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Reference to and Effect upon the Credit Agreement
     Costs and Expenses Section 11.03
 GOVERNING LAW .
 Headings
 13




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Counterparts
  14




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BORROWER:GENERAL CABLE INDUSTRIES, INC., as the BorrowerBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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AGENT:MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,
as a Lender, Swingline Lender, Administrative Agent and
Collateral AgentBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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UBS AG, STAMFORD BRANCH,
as Issuing BankBy:Name:Title:By:Name:Title:
 MERRILL LYNCH BANK USA,as Issuing BankBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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LENDERS:,as a LenderBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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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 GuarantorBy:Name:Title:GENERAL CABLE CORPORATION, as a Loan Party, Borrowing Base
Guarantor and GuarantorBy:Name:Title:GK TECHNOLOGIES, INCORPORATED, as a Loan Party, Borrowing
Base Guarantor and GuarantorBy:Name:Title:GENERAL CABLE INDUSTRIES, LLC, as a Loan Party, Borrowing
Base Guarantor and GuarantorBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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GENERAL CABLE TECHNOLOGIES CORPORATION, as a Loan Party,
Borrowing Base Guarantor and GuarantorBy:Name:Title:GENERAL CABLE TEXAS OPERATIONS, L.P., as a Loan Party,
Borrowing Base Guarantor and GuarantorBy: GENERAL CABLE INDUSTRIES, INC., its general partnerBy:Name:Title:MARATHON MANUFACTURING HOLDINGS, INC., as a Loan Party and
GuarantorBy:Name:Title:GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan Party and
GuarantorBy:Name:Title:GENERAL CABLE MANAGEMENT LLC, as a Loan Party and GuarantorBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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DIVERSIFIED CONTRACTORS, INC., as a Loan Party and GuarantorBy:Name:Title:MLTC COMPANY, as a Loan Party and GuarantorBy:Name:Title:MARATHON STEEL COMPANY, as a Loan Party and GuarantorBy:Name:Title:GENCA CORPORATION, as a Loan Party and GuarantorBy:Name:Title:GENERAL CABLE CANADA LTD., as a Loan Party and GuarantorBy:Name:Title:
 Signature Page to the First Amendment to
Second Amended and Restated Credit Agreement




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EXHIBIT A TO
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
 FIRST AMENDMENT  TO  SECURITY AGREEMENT
 Amendment Borrower Guarantors Pledgors Pledgor Collateral
Agent
 RECITALS
 Credit
Agreement
 Security Agreement
   Amendments .
 Special Property clause (e) clause (f) clause (g) clause (f)
  1




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Section 11.5
 Section 11.5 Termination; Release
  Paid Obligations Remaining Secured Obligations Refinancing Indebtedness Section 11.5
 Conditions to Effectiveness .
 Reference to and Effect upon the Security Agreement
  2




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GOVERNING LAW .
 Headings
 Counterparts
  3




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GENERAL CABLE INDUSTRIES, INC., as a PledgorBy:Name:Title:GENERAL CABLE COMPANY, as a PledgorBy:Name:Title:GENERAL CABLE CORPORATION, as a PledgorBy:Name:Title:GK TECHNOLOGIES, INCORPORATED, as a PledgorBy:Name:Title:GENERAL CABLE INDUSTRIES, LLC, as a PledgorBy:Name:Title:
 Signature Page to the First Amendment to
Security Agreement




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GENERAL CABLE TECHNOLOGIES CORPORATION, as a PledgorBy:Name:Title:GENERAL CABLE TEXAS OPERATIONS, L.P., as a Pledgor
 By: GENERAL CABLE INDUSTRIES, INC., its general partnerBy:Name:Title:MARATHON MANUFACTURING HOLDINGS, INC., as a PledgorBy:Name:Title:
 GENERAL CABLE OVERSEAS HOLDINGS, INC., as a PledgorBy:Name:Title:GENERAL CABLE MANAGEMENT LLC, as a PledgorBy:Name:Title:
 Signature Page to the First Amendment to
Security Agreement




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DIVERSIFIED CONTRACTORS, INC., as a PledgorBy:Name:Title:MLTC COMPANY, as a PledgorBy:Name:Title:MARATHON STEEL COMPANY, as a PledgorBy:Name:Title:GENCA CORPORATION, as a PledgorBy:Name:Title:
 Signature Page to the First Amendment to
Security Agreement




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MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,
as Collateral AgentBy:Name:Title:
 Signature Page to the First Amendment to
Security Agreement




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EXHIBIT CSN TO
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
 TERMS OF THE CONVERTIBLE SENIOR NOTES AND
CONVERTIBLE SENIOR NOTE DOCUMENTS
 [ Attached ]