UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 6, 2013

 

 

General Cable Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12983   06-1398235

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4 Tesseneer Drive, Highland Heights, Kentucky   41076-9753
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (859) 572-8000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events .

As previously reported in the Current Report on Form 8-K filed with the SEC on September 9, 2013, on September 6, 2013, General Cable Corporation, a Delaware corporation (the “Company”), and certain of its U.S., Canadian and European subsidiaries amended the Company’s existing asset-based revolving credit facility (the “Credit Facility”) and entered into the Amended and Restated Credit Agreement (the “Amendment and Restatement”) by and among the Company’s principal U.S. operating subsidiary General Cable Industries, Inc., a Delaware corporation, as “U.S. Borrower,” General Cable Company Ltd., a company organized under the laws of Nova Scotia, as “Canadian Borrower,” Grupo General Cable Sistemas, S.L., a public limited liability company (formerly Grupo General Cable Sistemas, S.A., in process of conversion) organized under the laws of Spain (“Sistemas”), ECN Cable Group, S.L., a limited liability company organized under the laws of Spain (“ECN”), Silec Cable SAS, a French société par actions simplifiée (“Silec”), Norddeutsche Seekabelwerke GmbH, a limited liability company ( Gesellschaft mit beschränkter Haftung ) existing under the laws of Germany (“Norddeutsche” and collectively with Silec, the “European Borrowers”), the Company, Prestolite Wire LLC, a Delaware limited liability company (“Prestolite”), General Cable Canada Holdings LLC, a Delaware limited liability company (“Canada Holdings” and together with Prestolite, the “Additional Guarantors”), and those certain other subsidiaries of the Company party thereto as “Guarantors,” the several lenders and financial institutions party thereto as the “Lenders,” JPMorgan Chase Bank, N.A., as “Administrative Agent,” and J.P. Morgan Europe Limited, as “European Administrative Agent.” Sistemas and ECN became European Borrowers and parties to the Amendment and Restatement by accession on September 9, 2013. Pursuant to the Amendment and Restatement, among other things, each Additional Guarantor has been added as a guarantor of all obligations under the Credit Facility.

Also on September 6, 2013, the Company, the Additional Guarantors, the other Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the following supplemental indentures (the “Supplemental Indentures”):

 

  (i) the Fifth Supplemental Indenture to the Indenture, dated as of November 15, 2006, governing the Company’s 0.875% Senior Convertible Notes due 2013, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007, by the Second Supplemental Indenture, dated as of April 18, 2008, by the Third Supplemental Indenture, dated as of September 2, 2009, and by the Fourth Supplemental Indenture, dated as of September 25, 2012 (the “0.875% Notes Indenture”);

 

  (ii) the Fifth Supplemental Indenture to the Indenture, dated as of March 21, 2007, governing the Company’s Senior Floating Rate Notes due 2015, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007, by the Second Supplemental Indenture, dated as of April 18, 2008, by the Third Supplemental Indenture, dated as of September 2, 2009, and by the Fourth Supplemental Indenture, dated as of September 25, 2012 (the “Floating Rate Notes Indenture”); and

 

  (iii)

the First Supplemental Indenture to the Indenture, dated as of September 25, 2012, governing the Company’s 5.750% Senior Notes due 2022, among the Company, the


  Guarantors referred to therein and the Trustee (the “5.750% Notes Indenture” and, together with the 0.875% Notes Indenture and the Floating Rate Notes Indenture, the “Indentures”).

The Supplemental Indentures supplement the Indentures to add each Additional Guarantor as a guarantor of the Company’s obligations under the Indentures and the notes issued pursuant thereto.

The foregoing summary of the terms of the Supplemental Indentures is qualified in its entirety by reference to the text of the Supplemental Indentures, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits .

 

  (d) Exhibits:

 

4.1    Fifth Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the 0.875% Senior Convertible Notes due 2013.
4.2    Fifth Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the Senior Floating Rate Notes due 2015.
4.3    First Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the 5.750% Senior Notes due 2022.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    GENERAL CABLE CORPORATION
Date: October 15, 2013     By:  

/s/ Robert J. Siverd

      Name:   Robert J. Siverd
      Title:   Executive Vice President, General Counsel and Secretary


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

4.1    Fifth Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the 0.875% Senior Convertible Notes due 2013.
4.2    Fifth Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the Senior Floating Rate Notes due 2015.
4.3    First Supplemental Indenture, dated as of September 6, 2013, among the Company, the Additional Guarantors, the other Guarantors (as defined therein) and the Trustee governing the 5.750% Senior Notes due 2022.

Exhibit 4.1

FIFTH SUPPLEMENTAL INDENTURE GOVERNING

0.875% SENIOR CONVERTIBLE NOTES DUE 2013

OF GENERAL CABLE CORPORATION

This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2013, among Prestolite Wire LLC, a Delaware limited liability company (“Prestolite”), and General Cable Canada Holdings LLC, a Delaware limited liability company (“Canada Holdings” and together with Prestolite, 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 November 15, 2006, providing for the issuance of 0.875% Senior Convertible Notes due 2013 (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 certain 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 Company and certain Guarantors have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of September 2, 2009, pursuant to which two 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 certain Guarantors have heretofore executed and delivered to the Trustee the Fourth Supplemental Indenture, dated as of September 25, 2012, 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, on December 21, 2012, the Credit Agreement was amended to, among other things, remove General Cable Company, an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”), and General Cable Canada Ltd., a corporation organized under the laws of Ontario (“Canada Ltd.” and collectively with the Canadian Borrower, the “Canadian Entities”), each as a borrower or guarantor under any U.S. Credit Facility and, as of such date, each Canadian Entity was released of its obligations as a Guarantor under the Indenture; 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 member, manager, 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]

 

2


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

GENERAL CABLE CANADA HOLDINGS LLC

PRESTOLITE WIRE LLC

DIVERSIFIED CONTRACTORS, INC.

GC GLOBAL HOLDINGS, INC.

GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE OVERSEAS HOLDINGS, LLC

GENERAL CABLE TECHNOLOGIES CORPORATION

GK TECHNOLOGIES, INCORPORATED

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/ William E. Sicking

Name:   William E. Sicking
Title:   Vice President and Trust Officer

 

3


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 November 15, 2006 (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 0.875% Senior Convertible Notes due 2013 (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 6, 2013

 

GENERAL CABLE CANADA HOLDINGS LLC

PRESTOLITE WIRE LLC

By:  

 

  Name:   Brian J. Robinson
  Title:   Executive Vice President

 

4

Exhibit 4.2

FIFTH SUPPLEMENTAL INDENTURE GOVERNING

SENIOR FLOATING NOTES DUE 2015

OF GENERAL CABLE CORPORATION

This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2013, among Prestolite Wire LLC, a Delaware limited liability company (“Prestolite”), and General Cable Canada Holdings LLC, a Delaware limited liability company (“Canada Holdings” and together with Prestolite, 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 Senior Floating Rate Notes due 2015 (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 certain 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 Company and certain Guarantors have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of September 2, 2009, pursuant to which two 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 certain Guarantors have heretofore executed and delivered to the Trustee the Fourth Supplemental Indenture, dated as of September 25, 2012, 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, on December 21, 2012, the U.S. Credit Agreement was amended to, among other things, remove General Cable Company, an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”), and General Cable Canada Ltd., a corporation organized under the laws of Ontario (“Canada Ltd.” and collectively with the Canadian Borrower, the “Canadian Entities”), each as a borrower or guarantor under any U.S. Credit Facility and, as of such date, each Canadian Entity was released of its obligations as a Guarantor under the Indenture; 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

 

1


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 in the Indenture including, but not limited to, Article 10 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future member, manager, 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]

 

2


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

GENERAL CABLE CANADA HOLDINGS LLC

PRESTOLITE WIRE LLC

DIVERSIFIED CONTRACTORS, INC.

GC GLOBAL HOLDINGS, INC.

GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE OVERSEAS HOLDINGS, LLC

GENERAL CABLE TECHNOLOGIES CORPORATION

GK TECHNOLOGIES, INCORPORATED

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/ William E. Sicking

Name:   William E. Sicking
Title:   Vice President and Trust Officer

 

3


EXHIBIT A

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.

September 6, 2013

 

GENERAL CABLE CANADA HOLDINGS LLC

PRESTOLITE WIRE LLC

By:  

 

  Name:   Brian J. Robinson
  Title:   Executive Vice President

 

4

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE GOVERNING

5.750% SENIOR NOTES DUE 2022

OF GENERAL CABLE CORPORATION

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2013, among Prestolite Wire LLC, a Delaware limited liability company (“Prestolite”), and General Cable Canada Holdings LLC, a Delaware limited liability company (“Canada Holdings” and together with Prestolite, 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 September 25, 2012, providing for the issuance of 5.750% Senior Notes due 2022 (the “Notes”); and

WHEREAS, on December 21, 2012, the U.S. Credit Agreement was amended to, among other things, remove General Cable Company, an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”), and General Cable Canada Ltd., a corporation organized under the laws of Ontario (“Canada Ltd.” and collectively with the Canadian Borrower, the “Canadian Entities”), each as a borrower or guarantor under any U.S. Credit Facility and, as of such date, each Canadian Entity was released of its obligations as a Guarantor under the Indenture; 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 Indenture including, but not limited to, Article 10 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future member, manager, 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.

 

1


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]

 

2


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

GENERAL CABLE CANADA HOLDINGS LLC

PRESTOLITE WIRE LLC

DIVERSIFIED CONTRACTORS, INC.

GC GLOBAL HOLDINGS, INC.

GENCA CORPORATION

GENERAL CABLE INDUSTRIES, INC.

GENERAL CABLE INDUSTRIES LLC

GENERAL CABLE OVERSEAS HOLDINGS, LLC

GENERAL CABLE TECHNOLOGIES CORPORATION

GK TECHNOLOGIES, INCORPORATED

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/ William E. Sicking

Name:   William E. Sicking
Title:   Vice President and Trust Officer

 

3