8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 18, 2008

General Cable Corporation

(Exact name of Registrant as Specified in Charter)

Delaware	001-12983	06-1398235
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753
(Address of Principal Executive Offices)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 8.01 Other Events.

     On April 18, 2008, Phelps Dodge Africa Cable Corporation, a Delaware corporation (the “Additional Guarantor”), and GE Business Financial Services Inc. (“GE Financial”), entered into a Joinder Agreement (the “Joinder Agreement”) to the Third Amended and Restated Credit Agreement, dated as of October 31, 2007, by and among General Cable Industries, Inc., a Delaware corporation (“GCI”) and wholly owned subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), as Borrower, the Company and certain other subsidiaries of the Company party thereto, as Guarantors, the Issuing Banks (as defined therein), the Lenders (as defined therein) and GE Financial, as Administrative Agent for the Lenders, Collateral Agent and Security Trustee (the “Credit Agreement”). Pursuant to the Joinder Agreement, among other things, the Additional Guarantor has been added as a guarantor of GCI’s obligations under the Credit Agreement.

     Also on April 18, 2008, the Company, the Additional Guarantor, the other Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the following supplemental indentures (the “Supplemental Indentures”):

(i)	the Second Supplemental Indenture to the Indenture, dated as of November 15, 2006, governing the Company’s 0.875% Senior Convertible Notes due 2013, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007 (the “0.875% Notes Indenture”);
(ii)	the Second Supplemental Indenture to the Indenture, dated as of March 21, 2007, governing the Company’s 7.125% Senior Fixed Rate Notes due 2017 and Senior Floating Rate Notes due 2015, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007 (the “Fixed and Floating Rate Notes Indenture”); and
(iii)	the Second Supplemental Indenture to the Indenture, dated as of October 2, 2007, governing the Company’s 1.00% Senior Convertible Notes due 2012, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007 (the “1.00% Notes Indenture” and, together with the 0.875% Notes Indenture and the Fixed and Floating Rate Notes Indenture, the “Indentures”).

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

     The foregoing summary of the terms of the Joinder Agreement and the Supplemental Indentures is qualified in its entirety by reference to the text of the Joinder Agreement and Supplemental Indentures, which are filed as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this report and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

4.1	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
4.2	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
4.3	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
10.1	Joinder Agreement, dated as of April 18, 2008, between the Additional Guarantor and GE Financial.

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SIGNATURES

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

	GENERAL CABLE CORPORATION
Date: April 21, 2008	By:	/s/ Robert J. Siverd
		Name:	Robert J. Siverd
		Title:	Executive Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit Number		Description
	4.1	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
	4.2	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
	4.3	Second Supplemental Indenture, dated as of April 18, 2008, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee.
	10.1	Joinder Agreement, dated as of April 18, 2008, between the Additional Guarantor and GE Financial.

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EX-4.1

SECOND SUPPLEMENTAL INDENTURE GOVERNING
0.875% SENIOR CONVERTIBLE NOTES DUE 2013
OF GENERAL CABLE CORPORATION

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 18, 2008, among Phelps Dodge Africa Cable Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 15, 2006, providing for the issuance of 0.875% Senior Convertible Notes due 2013 (the “Notes”); and

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A, and in the Indenture including, but not limited to, Article 12 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE

EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

SIGNATURES GENERAL CABLE CORPORATION
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
PHELPS DODGE AFRICA CABLE CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION
By:	/s/ Brian J. Robinson
	Name:	Brian J. Robinson
	Title:	Executive Vice President
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Robert T. Jones
	Name:	Robert T. Jones
	Title:	Vice President

3

EXHIBIT A

FORM OF NOTATION OF GUARANTEE

For value received, the Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of November 15, 2006 (the “Indenture”), among General Cable Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the 0.875% Senior Convertible Notes due 2013 (the “Notes”) whether at the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, on a senior basis, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture, including the circumstances under which such obligations may be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. This Guarantee may be released in accordance with the Indenture without any further act by any Holder.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

April 18, 2008

PHELPS DODGE AFRICA CABLE CORPORATION
By:
	Name:	Brian J. Robinson
	Title:	Executive Vice President

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EX-4.2

SECOND SUPPLEMENTAL INDENTURE GOVERNING
7.125% SENIOR FIXED RATE NOTES DUE 2017
AND SENIOR FLOATING NOTES DUE 2015
OF GENERAL CABLE CORPORATION

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 18, 2008, among Phelps Dodge Africa Cable Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 21, 2007, providing for the issuance of 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 (collectively, the “Notes”); and

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (each a “Guarantee”); and

WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A and Exhibit B, and in the Indenture including, but not limited to, Article 10 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.

1

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

SIGNATURES GENERAL CABLE CORPORATION
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
PHELPS DODGE AFRICA CABLE CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION
By:	/s/ Brian J. Robinson
	Name:	Brian J. Robinson
	Title:	Executive Vice President
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Robert T. Jones
	Name:	Robert T. Jones
	Title:	Vice President

3

EXHIBIT A

FORM OF GUARANTEE (FIXED RATE NOTES)

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and, subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Fixed Rate Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Fixed Rate Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantor to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of a Fixed Rate Note to which this Guarantee is endorsed, by accepting such Fixed Rate Note, agrees to and shall be bound by such provisions.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized officer.

PHELPS DODGE AFRICA CABLE CORPORATION
By:
	Name:	Brian J. Robinson
	Title:	Executive Vice President

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EXHIBIT B

FORM OF GUARANTEE (FLOATING RATE NOTES)

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Floating Rate Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Floating Rate Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantor to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of a Floating Rate Note to which this Guarantee is endorsed, by accepting such Floating Rate Note, agrees to and shall be bound by such provisions.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized officer.

PHELPS DODGE AFRICA CABLE CORPORATION
By:
	Name:	Brian J. Robinson
	Title:	Executive Vice President

5

EX-4.3

SECOND SUPPLEMENTAL INDENTURE GOVERNING
1.00% SENIOR CONVERTIBLE NOTES DUE 2012
OF GENERAL CABLE CORPORATION

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 18, 2008, among Phelps Dodge Africa Cable Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 2, 2007, providing for the issuance of 1.00% Senior Convertible Notes due 2012 (the “Notes”); and

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A, and in the Indenture including, but not limited to, Article 12 thereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE

EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

SIGNATURES GENERAL CABLE CORPORATION
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
PHELPS DODGE AFRICA CABLE CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION
By:	/s/ Brian J. Robinson
	Name:	Brian J. Robinson
	Title:	Executive Vice President
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Robert T. Jones
	Name:	Robert T. Jones
	Title:	Vice President

3

EXHIBIT A

FORM OF NOTATION OF GUARANTEE

For value received, the Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of October 2, 2007 (the “Indenture”), among General Cable Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the 1.00% Senior Convertible Notes due 2012 (the “Notes”) whether at the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, and Additional Interest, if any, on a senior basis, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture, including the circumstances under which such obligations may be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. This Guarantee may be released in accordance with the Indenture without any further act by any Holder.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

April 18, 2008

PHELPS DODGE AFRICA CABLE CORPORATION
By:
	Name:	Brian J. Robinson
	Title:	Executive Vice President

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EX-10.1

JOINDER AGREEMENT

     Reference is made to the Third Amended and Restated Credit Agreement dated as of October 31, 2007 (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Issuing Banks party thereto and GE BUSINESS FINANCIAL SERVICES INC. (FORMERLY KNOWN AS MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.), as Swingline Lender, Administrative Agent and Collateral Agent for the Secured Parties.

W I T N E S S E T H:

     WHEREAS, the Guarantors have entered into the Credit Agreement and the Security Agreement in order to induce the Lenders to make the Loans to or for the benefit of Borrower;

     WHEREAS, pursuant to Section 5.11(e) of the Credit Agreement and Section 3.5 of the Security Agreement, the undersigned Subsidiary (the “New Guarantor”) is required at this time to become a Guarantor under the Credit Agreement and a Guarantor and Pledgor under the Security Agreement by executing a Joinder Agreement. The New Guarantor is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement and the Security Agreement in order to induce the Lenders to make additional Revolving Loans and as consideration for the Loans previously made.

     NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor hereby agree as follows:

     1. Guarantee and Joinder. In accordance with Section 5.11 of the Credit Agreement and 3.5 of the Security Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement and a Guarantor and Pledgor under the Security Agreement with the same force and effect as if originally named therein as a Guarantor and a Guarantor and Pledgor.

     2. Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement and the Security Agreement applicable to it as a Guarantor and a Guarantor and Pledgor, respectively, thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor and a Guarantor and Pledgor, respectively, thereunder are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof. Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor.

     3. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

     5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement and the Security Agreement shall remain in full force and effect.

     6. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.

     7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

     IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of April, 2008.

PHELPS DODGE AFRICA CABLE CORPORATION, as New Guarantor
By:	/s/ Robert J. Siverd
	Name:	Robert J. Siverd
	Title:	Executive Vice President, General Counsel and Secretary
Address for Notices: 4 Tesseneer Drive Highland Heights, KY 41076 GE BUSINESS FINANCIAL SERVICES INC. (FORMERLY KNOWN AS MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.), as Administrative Agent and Collateral Agent
By:	/s/ Brian R. Boczkowski
	Name:	Brian R. Boczkowski
	Title:	Vice President