CONVERSION AGENT AGREEMENTConversion Agent Agreement • November 9th, 2005 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
THIS CONVERSION AGENT AGREEMENT (this “Agreement”) between General Cable Corporation, a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), is dated and effective as of November 9th, 2005. All terms not defined herein shall have the same meaning as set forth in the Letter of Transmittal (as described below).
General Cable Corporation Dealer Manager AgreementGeneral Cable Corp /De/ • November 9th, 2005 • Drawing & insulating of nonferrous wire • New York
consummation of the Offer by the Company (including but not limited to the issuance and delivery of Shares thereunder), (iii) obtaining and use by the Company of funds required in connection with the Offer, (iv) use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and (v) consummation by the Company of the transactions contemplated by the Dealer Manager Agreement, in each case, have been duly authorized by all necessary corporate action on the part of the Company and (A) will not result in any violation of the charter or by-laws of the Company or any of its U.S. Significant Subsidiaries, (B) will not result in a breach or violation of any of the terms or provisions of, or constitute an event of default (or an event which with notice or lapse of time or both would become an event of default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or re
November 2, 2005Letter Agreement • November 9th, 2005 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Letter Agreement sets forth the terms and conditions pursuant to which General Cable Corporation (the “Company”) has retained D.F. King & Co., Inc. (“King”) in connection with a proposed Conversion Offer.
