GENERAL CABLE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
INTERNATIONAL UNDERWRITING AGREEMENT
, 1997
INTERNATIONAL UNDERWRITING AGREEMENT
, 1997
XXXXXX READ & CO. INC.
XXXXXXX XXXXX INTERNATIONAL
SWISS BANK CORPORATION (acting
through its division SBC Warburg)
as Managing Underwriters
c/x Xxxxxx, Read & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Xxxxxxx Netherlands Cable B.V., a Netherlands corporation
(hereinafter referred to as the "Selling Stockholder"), proposes to sell to the
international underwriters named in Schedule A annexed hereto (the
"Underwriters"), for whom Xxxxxx, Read & Co. Inc., Xxxxxxx Xxxxx International
and Swiss Bank Corporation (acting through its division SBC Warburg) are acting
as Managing Underwriters, an aggregate of 3,380,000 shares (the "Shares") of
Common Stock, $.01 par value (the "Common Stock"), of General Cable Corporation,
a Delaware corporation (the "Company"). The Shares are described in the
Prospectus which is referred to below.
It is understood and agreed to by all parties that the Company
and the Selling Stockholder are concurrently entering into an agreement (the
"U.S. Underwriting Agreement") providing for the sale by the Selling Stockholder
of an aggregate of 13,520,000 shares of Common Stock, and the granting of an
over-allotment option with respect to up to an aggregate of 2,535,000 additional
shares by the Selling Stockholder thereunder (together, the "U.S. Shares"),
through arrangements with certain underwriters in the United States and Canada
(the "U.S. Underwriters"), for whom Xxxxxx, Read & Co. Inc. and Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated are acting as U.S. Managing Underwriters.
Anything herein or therein to the contrary notwithstanding, the respective
closings under this Agreement and the U.S. Underwriting Agreement are hereby
expressly made conditional on one another. The Underwriters hereunder and the
U.S. Underwriters are simultaneously entering into an Agreement between U.S. and
International Underwriters (the "Agreement Between Underwriters") which
provides, among other things, for the transfer of shares of Common Stock between
the two syndicates and for consultation by the Managing Underwriters with the
U.S. Managing Underwriters. Two forms of prospectus are to be used in connection
with the offering and sale of shares of Common Stock contemplated by the
foregoing, one relating to the Shares hereunder and the other relating to the
U.S. Shares. The latter form of prospectus will be identical to the former
except for certain substitute pages as included in the registration statement
and amendments thereto as mentioned below. References herein to any prospectus,
whether in preliminary or final form, and whether amended or supplemented, shall
include both the international and U.S. versions thereof.
In addition, this Agreement incorporates by reference certain
provisions from the U.S. Underwriting Agreement (including related definitions
of terms, which are also used elsewhere herein) and, for purposes of applying
the same, references (whether in these precise words or their equivalent) in the
incorporated provisions to the "Underwriters" shall be to the Underwriters
hereunder, to the "Shares" shall be to the Shares hereunder as defined above, to
"this Agreement" (meaning therein the U.S. Underwriting Agreement) shall be to
this Agreement (except where this Agreement is already referred to or as the
context otherwise may require) and to the "Managing Underwriters" shall be to
the addressees of this Agreement and, in general, all such provisions and
defined terms shall be applied mutatis mutandis as if the incorporated
provisions were set forth in full herein having regard to their context in this
Agreement as opposed to the U.S. Underwriting Agreement.
The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively called the "Act"), with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-1 (Registration No.
333-22961), including a prospectus, relating to the Shares. The Company has
furnished to you, for use by the Underwriters and by dealers, copies of one or
more preliminary prospectuses (each thereof being herein called a "Preliminary
Prospectus") relating to the Shares. Except as specified, the registration
statement as in effect at the time of execution of this Agreement or, if the
registration statement is not yet effective, as amended when it becomes
effective, including all financial schedules and exhibits thereto filed as a
part thereof, together with any registration statement filed pursuant to Rule
462(b) under the Act, and including any information contained in a prospectus
subsequently filed with the Commission pursuant to Rule 424(b) under the Act and
deemed to be part of such registration statements at the time of effectiveness
pursuant to Rule 430A under the Act, is herein called the "Registration
Statement", and the prospectus, in the form filed by the Company with the
Commission pursuant to Rule 424(b) under the Act or, if no such filing is
required, the form of final prospectus included in the Registration Statement at
the time it became effective, is herein called the "Prospectus".
The Company, the Selling Stockholder and the Underwriters agree
as follows:
1. Sale and Purchase. The Selling Stockholder agrees to sell to
the respective Underwriters and, upon the basis of the warranties and
representations and the other terms and conditions herein set forth, each of the
Underwriters, severally and not jointly, agrees to purchase from the Selling
Stockholder, the aggregate number of Shares set forth opposite the name of such
Underwriter in Schedule A annexed hereto, in each case at a purchase price of
$[ ] per Share. The Managing Underwriters shall release the Shares for public
sale at the public offering price set forth on the cover page of the Prospectus
promptly after this Agreement becomes effective. The Managing Underwriters may
from time to time increase or decrease the public offering price after the
initial public offering to such extent as the Managing Underwriters may
determine.
2. Payment and Delivery. Payment of the purchase price for the
Shares shall be made to the Selling Stockholder by wire transfer of immediately
available funds, at the office of Xxxxxx, Read & Co. Inc. in New York City, or
at such other place as may be agreed to by the Managing Underwriters, the
Company and the Selling Stockholder, against delivery of the certificates for
the
-2-
Shares to you for the respective accounts of the Underwriters. Such payment and
delivery shall be made at 9:30 A.M., New York City time, on May , 1997 (unless
another time shall be agreed to by the Managing Underwriters, the Company and
the Selling Stockholder or unless postponed in accordance with the provisions of
Section 7(e) hereof). The time at which such payment and delivery are actually
made is hereinafter sometimes called the "time of purchase." Certificates for
the Shares shall be delivered to the Managing Underwriters in definitive form in
such names and in such denominations as the Managing Underwriters shall specify
on the second business day preceding the time of purchase. For the purpose of
expediting the checking of the certificates for the Shares by the Managing
Underwriters, the Selling Stockholder agrees to make such certificates available
to the Managing Underwriters for such purpose at least one full business day
preceding the time of purchase. As used herein, "business day" shall mean a day
on which the New York Stock Exchange is open for trading.
3. Representations and Warranties of the Company. The Company
hereby makes to the Underwriters the same representations and warranties made by
it in Section 3 of the U.S. Underwriting Agreement, which Section is
incorporated herein by this reference.
4. Representations and Warranties of the Selling Stockholder.
The Selling Stockholder hereby makes to the Underwriters the same covenants made
by it in Section 6 of the U.S. Underwriting Agreement, which Section is
incorporated herein by this reference.
5. Reimbursement of Underwriters' Expenses. If the Shares are
not delivered for any reason, other than the failure of the Underwriters to
purchase the Shares (unless such failure is permitted under the provisions of
Section 7(b)), the Selling Stockholder will reimburse the Underwriters for all
of their out-of-pocket expenses, including the reasonable fees and disbursements
of their counsel.
6. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholder on the date hereof and at the time of purchase, the performance in
all material respects by each of the Company and the Selling Stockholder of
their respective obligations hereunder to be performed at or prior to the time
of purchase, the conditions identical to those set forth in Section 8 of the
U.S. Underwriting Agreement, which Section is incorporated herein by this
reference, and the additional condition that the closing of the purchase and
sale of the U.S. Shares pursuant to the U.S. Underwriting Agreement shall occur
concurrently with the closing of the purchase and sale of the Shares hereunder.
7. Effective Date of Agreement; Termination. (a) This Agreement
shall become effective (i) if Rule 430A under the Act is not used, when you
shall have received notification of the effectiveness of the Registration
Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto
have executed and delivered this Agreement.
(b) The obligations of the several Underwriters hereunder shall
be subject to termination in the absolute discretion of you or any group of
Underwriters (which may include you) which has agreed to purchase in the
aggregate at least 50% of the Shares if, at any time prior to the time of
-3-
purchase, trading in securities on the New York Stock Exchange shall have been
suspended or minimum prices shall have been established on the New York Stock
Exchange or if a banking moratorium shall have been declared either by the
United States or New York State authorities, or if the United States shall have
declared war in accordance with its constitutional processes or there shall have
occurred any material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on, or any
material adverse change in, any financial market which, in each case, in your
judgment or in the judgment of such group of Underwriters, makes it
impracticable to proceed with the offering of the Shares as contemplated hereby.
If you or any group of Underwriters elect to terminate this Agreement as
provided in this Section 7(b), the Company and each other Underwriter shall be
notified promptly by letter or telegram.
(c) If any Underwriter shall default in its obligation to take up
and pay for the Shares to be purchased by it hereunder and if the number of
Shares which all Underwriters so defaulting shall have agreed but failed to take
up and pay for does not exceed 10% of the total number of Shares, the
non-defaulting Underwriters shall take up and pay for (in addition to the
aggregate principal amount of Shares they are obligated to purchase pursuant to
Section 1) the number of Shares agreed to be purchased by all such defaulting
Underwriters as hereinafter provided. Such Shares shall be taken up and paid for
by such non-defaulting Underwriter or Underwriters in such amount or amounts as
you may designate with the consent of each Underwriter so designated or, in the
event no such designation is made, such Shares shall be taken up and paid for by
all non-defaulting Underwriters pro rata in proportion to the aggregate number
of Shares set opposite the names of such non-defaulting Underwriters in Schedule
A.
(d) If any Underwriter shall default in its obligation to take up
and pay for the Shares to be purchased by it hereunder and if the number of
Shares which all Underwriters so defaulting shall have agreed but failed to take
up and pay for exceeds 10% of the total number of Shares, and arrangements
satisfactory to you, the Company and the Selling Stockholder are not made within
48 hours after such default, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter.
(e) Without relieving any defaulting Underwriter from its
obligations hereunder, the Selling Stockholder agrees with the non-defaulting
Underwriters that it will not sell any Shares hereunder unless all of the Shares
are purchased by the Underwriters and the International Underwriters (or by
substituted underwriters selected by you with the approval of the Selling
Stockholder or selected by the Selling Stockholder with your approval pursuant
to Section 7(d)). If a new Underwriter or Underwriters are substituted for a
defaulting Underwriter or Underwriters in accordance with Section 7(d) of this
Agreement or Section 9(d) of the U.S. Underwriting Agreement, the Selling
Stockholder or you shall have the right to postpone the time of purchase for a
period not exceeding five business days in order that any necessary change in
the Registration Statement and the Prospectus and other documents may be
effected. The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 7 with like effect as if
such substituted Underwriter had originally been named in Schedule A.
-4-
(f) If the purchase of the Shares by the Underwriters, as
contemplated by this Agreement or the U.S. Underwriting Agreement, is not
consummated for any reason permitted under this Agreement or if such purchase is
not consummated because the Company or the Selling Stockholder shall be unable
to comply with any of the terms of this Agreement or the U.S. Underwriting
Agreement, the Company and the Selling Stockholder shall not be under any
obligation or liability under this Agreement (except to the extent provided in
Section 6(a) of the U.S. Underwriting Agreement or Section 8 of this Agreement),
and the Underwriters shall be under no obligation or liability to the Company
under this Agreement (except to the extent provided in Section 8).
8. Indemnity by the Company, the Selling Stockholder and the
Underwriters. (a) The Company and the Selling Stockholder, jointly and
severally, agree to indemnify, defend and hold harmless each Underwriter, each
person that controls any Underwriter within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, and each Underwriter's agents, employees,
officers and directors and the agents, employees, officers and directors of any
such controlling person (collectively, the "Underwriter indemnified parties")
from and against any and all losses, claims, damages, judgments, liabilities and
expenses (including the reasonable cost of investigation) which, jointly or
severally, any Underwriter indemnified party may incur as they are incurred (and
regardless of whether such Underwriter indemnified party is a party to the
litigation, if any) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
relating to the Shares or the Prospectus or any Preliminary Prospectus, or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
judgments, liabilities or expenses arise out of, or are based upon, any such
untrue statement or omission or alleged untrue statement or omission based upon
and in conformity with information with respect to any Underwriter furnished in
writing by any Underwriter through the Managing Underwriters to the Company
expressly for use therein with reference to such Underwriter; provided, however,
that no Selling Stockholder shall be liable under this Section 10 in an amount
exceeding the net proceeds to be received by such Selling Stockholder (before
deducting expenses) from the sale of Shares hereunder. Notwithstanding the
foregoing, the indemnification contained in this paragraph with respect to any
Preliminary Prospectus shall not inure to the benefit of the Underwriter
indemnified parties for any liability arising from or based upon an untrue
statement or omission made in a Preliminary Prospectus if (i) it is established
in the related proceeding that such Underwriter failed to send or give a copy of
the Prospectus (as amended or supplemented if any amendments or supplements
thereto shall have been furnished to such Underwriter prior to the written
confirmation of such sale) to such person with or prior to the written
confirmation of such sale, if required by applicable law, and (ii) such untrue
statement or omission or alleged untrue statement or omission was completely
corrected in the Prospectus (as amended or supplemented if amended or
supplemented as aforesaid) and such Prospectus does not contain any other untrue
statement or omission or alleged untrue statement or omission that was the
subject matter of the related proceeding. This indemnity agreement will be in
addition to any liability the Company or the Selling Stockholder otherwise may
have.
(b) If any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
Underwriter indemnified party, with re-
-5-
spect to which indemnity may be sought against the Company or the Selling
Stockholder pursuant to this Section 8, such Underwriter indemnified party shall
promptly notify the Company and the Selling Stockholder in writing, and the
Company and/or the Selling Stockholder (as they determine between themselves in
their discretion) shall assume the defense thereof (individually or
collectively, the "Defending Party") including the employment of counsel
reasonably satisfactory to the Underwriter indemnified party and
payment of all fees and expenses; provided, however, at the omission
so to notify the Company and the Selling Stockholder shall not
relieve them from any liability that they may have to any Underwriter
indemnified party except to the extent that the indemnifying party
is materially prejudiced thereby. An Underwriter indemnified party shall have
the right to employ separate counsel in any such action or proceeding and to
assume the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Underwriter indemnified party unless (i) the employment
of such counsel has been authorized in writing by the Defending Party, (ii) the
Defending Party has failed promptly to assume the defense and employ counsel
reasonably satisfactory to the Underwriter indemnified party or (iii) the named
parties to any such action or proceeding (including any impleaded parties)
include both the Underwriter indemnified party and the Defending Party and such
Underwriter indemnified party shall have reasonably concluded that there may be
one or more legal defenses available to it that are different from or additional
to those available to the Defending Party (in which case the Defending Party
shall not have the right to assume the defense of such action on behalf of such
Underwriter indemnified party), in any of which events such fees and expenses
shall be borne by the Defending Party and reimbursed as they are incurred. It is
understood, however, that the Defending Party shall not, in connection with any
one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) at any time for all such Underwriter
indemnified parties, which firm shall be designated in writing by Xxxxxx, Read &
Co. Inc., and that all such fees and expenses shall be reimbursed as they are
incurred. The Company and the Selling Stockholder shall not be liable for any
settlement of any such action effected without the written consent of the
Defending Party (which consent shall not be unreasonably withheld or delayed),
but if settled with the written consent of the Defending Party, or if there is a
final judgment with respect thereto, the Company and the Selling Stockholder
agree to indemnify and hold harmless each Underwriter indemnified party from and
against any loss or liability by reason of such settlement or judgment.
(c) Each Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement, and any person that controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act (collectively, the
"Company indemnified parties") and the Selling Stockholder, its directors and
any person that controls the Selling Stockholder within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act
(collectively, the "Selling Stockholder indemnified parties"), to
the same extent as the foregoing indemnity from the Company and the
Selling Stockholder to the Underwriter indemnified parties, but
only with respect to information concerning such Underwriter furnished in
writing by or on behalf of such Underwriter through you to the Company expressly
for use with respect to such Underwriter in the Registration Statement, any
Preliminary Prospectus or the Prospectus. In case any action shall be brought
against any Company indemnified party or the Selling Stockholder based on the
Registration Statement, any Preliminary Prospectus or the Prospectus and in
respect of which in-
-6-
demnity may be sought against any Underwriter pursuant to this Section 8(c),
such Underwriter shall have the rights and duties given to the Company and the
Selling Stockholder by Section 8(b) (except that if the Company and/or the
Selling Stockholder shall have assumed the defense thereof such Underwriter
shall not be required to do so, but may employ separate counsel therein and
participate in the defense thereof, provided that the fees and expenses of such
separate counsel shall be at the expense of such Underwriter), and the Company
indemnified parties and the Selling Stockholder shall have the rights and duties
given to the Underwriter indemnified parties by Section 8(b).
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless any Underwriter indemnified
party or any Company indemnified party or the Selling Stockholder, then the
party required to indemnify such indemnified party under this Section 8, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
judgments, liabilities and expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Selling
Stockholder on the one hand and the Underwriters on the other hand from the
offering of the Shares, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and the Selling Stockholder on the one hand
and the Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Stockholder on the one hand and
the Underwriters on the other hand shall be deemed to be in the same proportion
as the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and the
Selling Stockholder bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company and the Selling
Stockholder on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue statement or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company, by the
Selling Stockholder or by the Underwriters, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, judgments, liabilities and expenses referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any claim
or action.
The Company, the Selling Stockholder and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro rata allocation or by any other method of allocation
(even if the Underwriters were treated as one entity for such purpose) that does
not take account of the equitable considerations referred to in this Section
8(d). Notwithstanding the provisions of this Section 9(d), no Underwriter
indemnified party shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by such
Underwriter indemnified party and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter indemnified
party otherwise has been required to pay by reason of such untrue statement or
alleged untrue statement or omission or
-7-
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 9 are several
in proportion to their respective underwriting commitments and are not joint.
(e) The statements in the seventh and twentieth paragraphs under
the caption "Underwriting" in the Prospectus (to the extent such statements
relate to an Underwriter) and the last paragraph on the cover page of the
Prospectus constitute the only information furnished to the Company in writing
by such Underwriter expressly for use in the Registration Statement, any
Preliminary Prospectus or the Prospectus.
(f) The indemnity and contribution agreements contained in this
Section 8 and the representations, warranties and covenants of the Company and
the Selling Stockholder contained in this Agreement shall remain in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter indemnified party or by or on behalf of any Company indemnified
party or any Selling Stockholder indemnified party, and shall survive any
termination of this Agreement or the issuance and delivery of the Shares.
Subject to the provisions of Section 8(b) and Section 8(c), the Company, the
Selling Stockholder and each Underwriter agree promptly to notify the other of
the commencement of any litigation or proceeding against it in connection with
the issuance and sale of the Shares or in connection with the Registration
Statement or the Prospectus.
(g) The Company and the Selling Stockholder may agree, as
between themselves, as to their respective amounts of liability under this
Section 8 for which they each shall be responsible and as to which of them shall
control the defense of any proceeding, but no such agreement shall limit the
rights of the Underwriters or any Underwriter indemnified party against either
the Company of the Selling Stockholder.
9. Guarantee by Xxxxxxx. Xxxxxxx unconditionally and irrevocably
guarantees to the Underwriters the performance of the Selling Stockholder's
obligations under the Underwriting Agreements.
10. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to
Xxxxxx, Read & Co. Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Syndicate Department; if to the Company, shall be sufficient in all
respects if delivered or sent to the Company at the offices of the Company at
General Cable Corporation, 0 Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000,
Attention: General Counsel; and if to the Selling Stockholder, shall be
sufficient in all respects, if delivered or sent to Xxxxxxx Netherlands Cable
B.V., c/o Wassall PLC, 39 Victoria Street, London 5W1H OEE, Attention: Company
Secretary; and if to Xxxxxxx, shall be sufficient in all respects if delivered
or sent to Xxxxxxx PLC, 00 Xxxxxxxx Xxxxxx, Xxxxxx 0X0X XXX, Attention: Company
Secretary.
11. Construction. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW THEREOF. THE SECTION
-8-
HEADINGS IN THIS AGREEMENT HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF
REFERENCE AND ARE NOT A PART OF THIS AGREEMENT.
12. Parties at Interest. The Agreement herein set forth has been
and is made solely for the benefit of the Underwriters, the Company, the Selling
Stockholder, the Underwriter indemnified parties, the Company indemnified
parties and the Selling Stockholder indemnified parties, and their respective
successors, assigns, executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from any
of the Underwriters) shall acquire or have any right under or by virtue of this
Agreement.
13. Counterparts. This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement among
the parties.
-9
If the foregoing correctly sets forth the understanding among
the Company, the Selling Stockholder, Xxxxxxx and the Underwriters, please so
indicate in the space provided below for such purpose, whereupon this letter and
your acceptance shall constitute a binding agreement among the Company, the
Selling Stockholder, Xxxxxxx and the Underwriters, severally.
Very truly yours,
GENERAL CABLE CORPORATION
By: __________________________________
Name:
Title:
XXXXXXX NETHERLANDS CABLE B.V.
By: __________________________________
Name:
Title:
XXXXXXX PLC
By: __________________________________
Name:
Title:
Accepted and agreed to as of the date first above writ-
ten, on behalf of themselves and the other several
Underwriters named in Schedule A
XXXXXX, READ & CO. INC.
XXXXXXX XXXXX INTERNATIONAL
SWISS BANK CORPORATION (acting
through its division SBC Warburg)
By: XXXXXX, READ & CO. INC.
By: __________________________________
Name:
Title:
-10-
SCHEDULE A
Number of
Underwriter Shares
Xxxxxx Read & Co. Inc.................................................[ ]
Xxxxxxx Xxxxx International...........................................[ ]
Swiss Bank Corporation (acting through its division SBC Warburg)......[ ]
