GENERAL CABLE CORPORATION (a Delaware corporation), as Issuer, the Guarantors named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 15, 2006 0.875% Senior Convertible Notes Due 2013Indenture • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
THIS INDENTURE dated as of November 15, 2006 is among General Cable Corporation, a corporation duly organized under the laws of the State of Delaware (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).
GENERAL CABLE CORPORATION (a Delaware corporation) Senior Convertible Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
GENERAL CABLE CORPORATION, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), and each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $315,000,000 aggregate principal amount of the Company’s Senior Convertible Notes due 2013 (the “Convertible Notes”), and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) he
Confirmation of OTC Convertible Note HedgeConfirmation of Otc Convertible Note Hedge • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Confirmation of Additional OTC Convertible Note HedgeConfirmation of Additional Otc Convertible Note Hedge • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Confirmation of OTC Warrant TransactionConfirmation of Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: November 15, 2006 To: General Cable Corporation (“Counterparty”) From: Merrill Lynch International (“MLI”)Confirmation of Additional Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: November 15, 2006 To: General Cable Corporation (“Counterparty”) From: WACHOVIA CAPITAL MARKETS, LLC (“Agent”) Solely as agent of Wachovia Bank, National Association (“Wachovia”)Confirmation of Additional Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: November 15, 2006 To: General Cable Corporation (“Counterparty”) From: Credit Suisse International (“Dealer”) Reference No.: 9356471Confirmation of Additional Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire
Confirmation of OTC Warrant TransactionConfirmation of Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Date: November 9, 2006 To: General Cable Corporation (“Counterparty”) From: Credit Suisse International (“Dealer”)Confirmation of Otc Warrant Transaction • November 16th, 2006 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
