Common use of Fundamental Change Purchase Notice Clause in Contracts

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two on or before the close of business on the third Business Days prior to Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 12.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.0112.1, a portion of a Security, so long as the Principal Amount of such portion is $1,000 [1,000] or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.0212.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder Certificate No. of Securities must deliver Security: If you want to the Company (if the Company is acting as its own Paying Agent), or elect to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be this Security purchased by the Company pursuant to the applicable provisions Section 3.02 of the Securities and Supplemental Indenture, check the Indenture. The delivery box: o If you want to elect to have only part of such this Security purchased by the Company pursuant to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices Section 3.02 of the Paying Agent shall Supplemental Indenture, as applicable, state the principal amount to be a condition to the receipt so purchased by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform Company: $ (in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Indenture that apply Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the repurchase Trustee.) SCHEDULE A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITYa The initial principal amount of all this Global Security is $[___],000,000. The following exchanges of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions part of this Section 12.01 Global Security for an interest in another Global Security or for Securities in certificated form, have been made: Principal amount of Amount of decrease Amount of Increase this Global Signature or in Principal amount in Principal amount Security following authorized signatory of this Global of this Global such decrease of Trustee or Note Date of Exchange Security Security or increase Custodian a This is included in Global Securities only. EXHIBIT B FORM OF LEGEND FOR GLOBAL SECURITY Any Global Security authenticated and delivered hereunder shall be consummated by bear a legend in substantially the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; providedform: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, howeverWHICH MAY BE TREATED BY THE COMPANY, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase DateTHE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicableTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Notwithstanding anything contained herein to the contraryOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereofTRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two on or before the close of business on the third Business Days prior to Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (Aa) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), ; (Bb) the portion of the principal amount of Securities to be purchased, which must be in $US$1,000 multiples, ; and (Cc) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 12.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.0112.1, a portion of a Security, so long as the Principal Amount of such portion is $US$1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.0212.2. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept To: General Cable Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from General Cable Corporation (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof. Provisions ) below designated, in accordance with the terms of the Indenture referred to in this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of at the Fundamental Change Purchase Price Price, together with accrued and unpaid interest (including Contingent Interest and Additional Interest, if any), if any, to, but excluding, such date, to the registered Holder hereof. Your Signature: Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be received by repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the Holder promptly foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES3 The following the later exchanges, redemptions, purchases or conversions of the Fundamental Change Purchase a part of this Global Security have been made: Principal Amount of Authorized Amount of Decrease Amount of Increase this Global Signatory of in Principal Amount in Principal Amount Security Following Date and the time of delivery Decrease or Securities of the Security; provided, however, that this Global of this Global Such Decrease or Increase Custodian Security Security Increase 3 This schedule should be included only if the Fundamental Change Purchase Notice Security is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereofGlobal Security.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two on or before the close of business on the third Business Days prior to Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 12.1 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.0112.1, a portion of a Security, so long as the Principal Amount of such portion is $1,000 [1,000] or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 12.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c12.1(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.0212.3. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept To: Xxxxxxxx Petroleum Corporation The undersigned registered Holder of this Note hereby acknowledges receipt of a notice from Xxxxxxxx Petroleum Corporation (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent)to repurchase this Note, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a Paying Agent designated by the Company for such purpose different name has been indicated below. If any portion of this Note not repurchased is to be issued in the Fundamental Change Notice name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and the Trustee loan associations and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (icredit unions) written notice of acceptance of the Fundamental Change Purchase Offer with membership in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate an approved signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company medallion program, pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a check is to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been be issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities or Notes are to be issued, other than to and in the name of registered Holder: (Name) Principal amount to be purchased by (if less than all): $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF PURCHASE NOTICE To: Xxxxxxxx Petroleum Corporation The undersigned registered Holder of this Note hereby acknowledges receipt of a notice from Xxxxxxxx Petroleum Corporation (the “Company”) as to the Holder’s option to require the Company pursuant to repurchase this Note and requests and instructs the applicable provisions Company to repurchase this Note, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Securities Indenture referred to in this Note and directs that the Indenture. The delivery of such Security to check in payment for this Note or the Paying Agent withportion thereof and any Notes representing any unrepurchased principal amount hereof, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so issued and delivered to the Paying Agent shall conform in all respects registered Holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to the description thereof set forth be issued in the related Fundamental Change Purchase Noticename of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The Company shall purchase from the Holder thereofsignature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to this Section 12.01, S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a portion of a Security, so long as the Principal Amount of such portion check is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by issued, or Notes are to be issued, other than to and in the Holder promptly following the later name of the Fundamental Change Purchase Date registered Holder: (Name) Principal amount to be purchased (if less than all): $ ,000 (Street Address) (City state and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(czip code) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice Social Security or written notice of withdrawal thereof.Other Taxpayer Number

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder Certificate No. of Securities must deliver Note: If you want to the Company (if the Company is acting as its own Paying Agent), or elect to a Paying Agent designated have this Note purchased by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior Issuer pursuant to the Fundamental Change Purchase Date, (i) written notice of acceptance Section 3.01 of the Fundamental Change Purchase Offer in Supplemental Indenture, check the form set forth in the Fundamental Change Purchase Notice or any other form box: ¨ If you want to elect to have only part of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase this Note purchased by the Company Issuer pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back Section 3.01 of the Securities. Such notice shall stateSupplemental Indenture, among other things (A) that if certificated Securities have been issuedas applicable, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of state the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be so purchased by the Company pursuant Company: $ (in an integral multiple of $1,000) Date: Signature(s) (Sign exactly as your name(s) appear(s) on the other side of this Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the applicable provisions Trustee.) SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial principal amount of the Securities and the Indenturethis Global Note is DOLLARS ($[ ]). The delivery following exchanges of such Security to the Paying Agent witha part of this Global Note for an interest in another Global Note or for a Physical Note, or at any time after delivery ofexchanges of a part of another Global Note or Physical Note for an interest in this Global Note, the Fundamental Change Purchase Notice have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (together with all necessary endorsementsor increase) at the offices Signature of the Paying Agent shall authorized officer of Trustee or Custodian * This schedule should be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 included only if the Security so Note is issued in global form. EXHIBIT B Any Global Note authenticated and delivered to hereunder shall bear a legend in substantially the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Noticefollowing form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. The Company shall purchase from the Holder thereofUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, pursuant to this Section 12.01TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, a portion EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. SCHEDULE A ADDITIONAL SHARES Number of a Security, so long as the Principal Amount of such portion is Additional Shares (per $1,000 or an integral multiple thereof. Provisions principal amount of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Notes) Applicable Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Effective Date and the time of delivery of the Security; provided$ 6.73 $ 8.00 $ 10.00 $ 10.10 $ 12.00 $ 14.00 $ 16.00 $ 18.00 $ 20.00 $ 25.00 $ 30.00 $ 40.00 $ 50.00 May 13, however2013 49.5295 36.5744 23.6519 23.1847 16.3228 11.8256 8.8927 6.8834 5.4497 3.2556 2.0625 0.8723 0.3386 December 15, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date2013 49.5295 35.4697 22.4215 21.9547 15.1591 10.7923 8.0007 6.1233 4.8055 2.8304 1.7784 0.7408 0.2788 December 15, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary2014 49.5295 33.2485 19.8967 19.4302 12.7777 8.7019 6.2232 4.6330 3.5628 2.0395 1.2653 0.5129 0.1764 December 15, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.2015 49.5295 30.6138 16.6774 16.2077 9.7354 6.0887 4.0689 2.8861 2.1521 1.2014 0.7487 0.2998 0.0866 December 15, 2016 49.5295 27.4679 12.1510 11.6680 5.4930 2.6617 1.4523 0.9148 0.6547 0.3834 0.2551 0.1045 0.0158 December 15, 2017 49.5295 25.9411 0.9411 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000

Fundamental Change Purchase Notice. To accept To: Anixter International Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Anixter International Inc. (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof. Provisions ) below designated, in accordance with the terms of the Indenture referred to in this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of at the Fundamental Change Purchase Price Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be received repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES Re: 1% Senior Convertible Notes Due 2013 (the “Securities”) of Anixter International Inc. This certificate relates to $________ principal amount of Securities owned in (check applicable box) ¨ book-entry or ¨ definitive form by _________ (the Holder promptly following “Transferor”). The Transferor has requested a Registrar or the later Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Fundamental Change Purchase Date Indenture, dated as of February 16, 2007, between Anixter International Inc. and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), and the time transfer of delivery such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): ¨ Such Security is being transferred pursuant to an effective registration statement under the Securities Act. ¨ Such Security is being acquired for the Transferor’s own account, without transfer. ¨ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Security; provided, however, Company. ¨ Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that if is purchasing for its own account or for the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery account of a written “qualified institutional buyer”, in each case to whom notice of withdrawal has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ¨ Such Security is being transferred pursuant to and in compliance with an exemption from the Paying Agent registration requirements under the Securities Act in accordance with Section 12.02Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ¨ Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). ¨ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Paying Agent shall promptly notify Transferor acknowledges and agrees that, if the Company transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the receipt by it meaning of any Fundamental Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Explaining Change Purchase Notice or written notice Signatory of withdrawal thereof.in Principal Amount Principal Amount Date Securities Custodian Recorded of this Global Note

Fundamental Change Purchase Notice. To accept To: General Cable Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from General Cable Corporation (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof. Provisions ) below designated, in accordance with the terms of the Indenture referred to in this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of at the Fundamental Change Purchase Price Price, together with accrued and unpaid interest (including Additional Interest, if any), if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be received repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a part of this Global Security have been made: Principal Amount of this Global Note Following Such Decrease Date of Authorized Amount of Decrease Amount of Increase Exchange (or Signatory of in Principal Amount in Principal Amount Increase) Securities Custodian of this Global Note of this Global Note CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES Re: 1.00% Senior Convertible Notes Due 2012 (the “Securities”) of General Cable Corporation This certificate relates to $ principal amount of Securities owned in (check applicable box) book-entry or definitive form by (the Holder promptly following “Transferor”). The Transferor has requested a Registrar or the later Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Fundamental Change Purchase Date Indenture dated as of October 2, 2007 among General Cable Corporation, the Guarantors named therein and U.S. Bank, National Association, as trustee (the “Indenture”), and the time transfer of delivery such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): — Such Security is being transferred pursuant to an effective registration statement under the Securities Act. — Such Security is being acquired for the Transferor’s own account, without transfer. — Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Security; provided, however, Company. — Such Security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that if is purchasing for its own account or for the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery account of a written “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. — Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of withdrawal to the Paying Agent Securities Act in accordance with Section 12.02Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. — Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Paying Agent shall promptly notify Transferor acknowledges and agrees that, if the Company transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the receipt by it meaning of any Fundamental Change Purchase Notice Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A). Date: (Insert Name of Transferor) Exhibit B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 200 , among (the “Guaranteeing Subsidiary”), a subsidiary of (or written notice of withdrawal thereofits permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to on or before the close of business on the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee guarantee, and (ii) if certificated, such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (Aa) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s 's procedures), ; (Bb) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, ; and (Cc) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 10.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.0110.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 10.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two (2) Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c10.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.0210.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept To: General Cable Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from General Cable Corporation (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof. Provisions ) below designated, in accordance with the terms of the Indenture referred to in this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of at the Fundamental Change Purchase Price Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be received by the Holder promptly following the later repurchased (in an integral multiple of the Fundamental Change Purchase Date and the time of delivery of the Security; provided$1,000, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior less than all): NOTICE: The signature to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein foregoing Election must correspond to the contraryName as written upon the face of this Security in every particular, without any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery alteration or change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a written notice part of withdrawal this Global Security have been made: Principal Amount of this Global Note Following Such Decrease Date of Authorized Amount of Decrease Amount of Increase Exchange (or Signatory of in Principal Amount in Principal Amount Increase) Securities Custodian of this Global Note of this Global Note Exhibit B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 200___, among (the “Guaranteeing Subsidiary”), a subsidiary of (or its permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify Indenture referred to below (the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof“Trustee”).

Fundamental Change Purchase Notice. To accept To: General Cable Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from General Cable Corporation (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof. Provisions ) below designated, in accordance with the terms of the Indenture referred to in this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of at the Fundamental Change Purchase Price Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be received by the Holder promptly following the later repurchased (in an integral multiple of the Fundamental Change Purchase Date and the time of delivery of the Security; provided$1,000, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior less than all): NOTICE: The signature to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein foregoing Election must correspond to the contraryName as written upon the face of this Security in every particular, without any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery alteration or change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a written notice part of withdrawal this Global Security have been made: Principal Amount of this Global Note Following Such Decrease Date of Authorized Amount of Decrease Amount of Increase Exchange (or Signatory of in Principal Amount in Principal Amount Increase) Securities Custodian of this Global Note of this Global Note Exhibit B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______, 200 ______, among ______ (the “Guaranteeing Subsidiary”), a subsidiary of ______ (or its permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify Indenture referred to below (the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof“Trustee”).

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two on or before the close of business on the third Business Days prior to Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice Notice, or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements duly endorsed for transfer to the Company on the back of the Securities. Such notice shall state, among other things (Aa) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), ; (Bb) the portion of the principal amount of Securities to be purchased, which must be in $US$1,000 multiples, ; and (Cc) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 15.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.0115.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 15.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is 77 delivered after a date which is two (2) Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c15.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Business Day prior to the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.0215.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s 's procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Trading Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s 's procedures), (B) the portion of the principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent with, or at any time after delivery of, the Fundamental Change Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 12.01 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Trading Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Fundamental Change Purchase Notice. To accept To: Mylan Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Mylan Inc. (the “Company”) as to the occurrence of a Fundamental Change Purchase Offer, a Holder of Securities must deliver with respect to the Company (if and requests and instructs the Company is acting as its own Paying Agent), or to a Paying Agent designated by purchase the Company for such purpose in the Fundamental Change Notice and the Trustee and the Co-Trustee, at least two Business Days prior to the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Notice or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Purchase Offer, together with the necessary endorsements for transfer to the Company on the back of the Securities. Such notice shall state, among other things (A) that if certificated Securities have been issued, the certificate numbers (or, if the Securities are not certificated, the notice must comply with the Depositary’s procedures), (B) the portion of the entire principal amount of Securities to be purchased, which must be in $1,000 multiples, and (C) that the Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. The delivery of such Security to the Paying Agent withthis Security, or at any time after delivery of, the Fundamental Change Purchase Notice portion thereof (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor; provided, however, that such purchase price shall be so paid pursuant to this Section 12.01 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Fundamental Change Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 12.01, a portion of a Security, so long as the Principal Amount of such portion which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price. Provisions Date: _____________________ Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): ___________________________ NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Indenture that apply Security in every particular, without any alteration or change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a part of this Global Security have been made: Notation Stating and Explaining Authorized Change Principal Amount Signatory of in Principal Amount of This Global Date Securities Custodian Recorded Security Exhibit B [FORM OF NOTATION OF GUARANTEE] Subject to and in accordance with the terms of Article 11 of the Indenture, each of the undersigned (collectively, the “Guarantors”) has unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”), (i) the due and punctual payment of the principal of and interest on, and Fundamental Change Purchase Price or Conversion Reference Value on, the Securities when they become due, whether at the Final Maturity Date, a Fundamental Change Purchase Date or upon cash conversion, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the repurchase extent lawful, and the due and punctual performance and observance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 11 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities 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. No past, present or future shareholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each Holder of a Security also apply by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each Holder of a Security by accepting such Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the repurchase terms of such portion the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of such Security. Any purchase authentication on the Securities upon which the Guarantee is noted shall have been executed by the Company contemplated pursuant Trustee under the Indenture by the manual signature of one of its authorized signatories. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. In the case of any conflict between the provisions of this Section 12.01 Notation of Guarantee and the Indenture, the provisions of the Indenture shall control. This Notation of Guarantee shall be consummated by governed by, and construed in accordance with, the delivery laws of the Fundamental Change Purchase Price State of New York. BERTEK INTERNATIONAL, INC. By: Name: Title: XXX, INC. By: Name: Title: XXX, X.X. By: Name: Title: XXX LIMITED PARTNER, INC. By: Name: Title: EMD, INC. By: Name: Title: MLRE LLC By: Name: Title: MP AIR, INC. By: Name: Title: MYLAN BERTEK PHARMACEUTICALS INC. By: Name: Title: MYLAN CARIBE, INC. By: Name: Title: MYLAN DELAWARE INC. By: Name: Title: MYLAN INC. (A DELAWARE SUBSIDIARY OF THE COMPANY) By: Name: Title: MYLAN LHC INC. By: Name: Title: MYLAN PHARMACEUTICALS INC. By: Name: Title: MYLAN TECHNOLOGIES, INC. By: Name: Title: UDL LABORATORIES, INC. By: Name: Title: Exhibit C FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20___, among (the “Guaranteeing Subsidiary”), a corporation, the Company, the other Guarantors (as defined in the Indenture referred to be received by herein) and The Bank of New York Mellon, as trustee under the Holder promptly following Indenture referred to herein (the later of the Fundamental Change Purchase Date and the time of delivery of the Security; provided, however, that if the Fundamental Change Purchase Notice is delivered after a date which is two Business Days prior to the Fundamental Change Purchase Date, such payment may be made as promptly after such Fundamental Change Purchase Date as is practicable. Notwithstanding anything contained herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 12.01(c) shall have the right to withdraw such Fundamental Change Purchase Notice at any time prior to the close of business on the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof“Trustee”).