S-4/A

As filed with the Securities and Exchange Commission on December 1, 2005

Registration No. 333-129577

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3357
(Primary Standard Industrial
Classification Code Number) 06-1398235
(I.R.S. Employer
Identification Number)

General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

(859) 572-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert J. Siverd

Executive Vice President, General Counsel and Secretary

General Cable Corporation

4 Tesseneer Drive

Highland Heights, Kentucky 41076

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alan H. Lieblich, Esquire
Jeffrey M. Taylor, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
(215) 569-5500 Robert Evans III, Esquire
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
(212) 848-4000

          Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this conversion offer prospectus may change. We may not complete the conversion offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This conversion offer prospectus is not an offer to convert or exchange these securities and is not soliciting an offer to convert or exchange these securities in any state where the offer, conversion or exchange is not permitted.

CONVERSION OFFER PROSPECTUS

General Cable Corporation

Offer to Pay a Cash Premium

Upon the Conversion of

General Cable Corporation’s

5.75% Series A Redeemable Convertible Preferred Stock

(CUSIP Nos. 369300207 and 369300306)

into General Cable Corporation Common Stock

          We are offering to pay a cash premium to holders of our 5.75% Series A Redeemable Convertible Preferred Stock who elect to convert their shares of Series A preferred stock into shares of our common stock, $0.01 par value per share, in accordance with the terms and subject to the conditions described in this conversion offer prospectus and the accompanying letter of transmittal. As of November 29, 2005, 2,069,907 shares of Series A preferred stock were outstanding.

          Each share of Series A preferred stock is currently convertible into 4.998 shares of common stock, which is equivalent to a conversion price of approximately $10.004 per share, subject to potential adjustments. Holders who surrender their shares of Series A preferred stock for conversion on or before 5:00 p.m., New York City time, on December 9, 2005 will receive, subject to adjustment, the following consideration for each share of Series A preferred stock surrendered:

• a cash premium of $7.88;

• 4.998 shares of common stock, less any fractional shares; and

• accrued, unpaid and accumulated dividends from November 24, 2005 to the date immediately preceding the settlement date of the conversion, payable in cash.

This offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless
extended or earlier terminated.

          The cash premium will be $7.88 per share of Series A preferred stock, subject to adjustment as provided in this conversion offer prospectus. This premium is in addition to the shares of common stock you would otherwise be entitled to receive upon conversion of the Series A preferred stock. We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock. Instead, we will pay a cash adjustment for such fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion. If all shares of Series A preferred stock are converted in the conversion offer, we would be required to issue a total of 10,345,395 shares of common stock, assuming a conversion price of $10.004 per share.

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. However, a substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. Our common stock is traded on the New York Stock Exchange under the symbol “BGC.” As of November 29, 2005, the average of the closing bid and asked price of the Series A preferred stock on the over-the-counter market was $94.38 per share. As of that date, the closing price of the common stock on the New York Stock Exchange was $17.28 per share. The shares of common stock to be issued in this conversion offer have been approved for listing on the New York Stock Exchange.

          Conversion of the Series A preferred stock and an investment in the common stock involves risks. See “Risk Factors” beginning on page 8 for a discussion of issues that you should consider with respect to this conversion offer.

          You must make your own decision whether to convert any shares of Series A preferred stock in this conversion offer, and, if so, the number of shares of Series A preferred stock to convert. Neither General Cable Corporation, the conversion agent, the information agent, the dealer manager nor any other person is making any recommendation as to whether you should convert your shares of Series A preferred stock in the conversion offer.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this conversion offer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The dealer manager for the conversion offer is:

Merrill Lynch & Co.

The date of this conversion offer prospectus is December 1, 2005

TABLE OF CONTENTS

	Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
SUMMARY		1
RISK FACTORS		8
QUESTIONS AND ANSWERS ABOUT THE CONVERSION OFFER		23
THE CONVERSION OFFER		30
MARKET FOR OUR COMMON STOCK AND SERIES A PREFERRED STOCK		38
COMPARISON OF RIGHTS BETWEEN THE SERIES A PREFERRED STOCK AND OUR COMMON STOCK		39
USE OF PROCEEDS		41
CAPITALIZATION		41
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS		42
SELECTED HISTORICAL FINANCIAL INFORMATION		43
DESCRIPTION OF OUR SERIES A PREFERRED STOCK		47
DESCRIPTION OF CAPITAL STOCK		66
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		70
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		75
INTERESTS OF DIRECTORS AND OFFICERS		76
DEALER MANAGER		76
INFORMATION AGENT		77
CONVERSION AGENT		77
FEES AND EXPENSES		77
LEGAL MATTERS		77
EXPERTS		77
MISCELLANEOUS		78
WHERE YOU CAN FIND MORE INFORMATION		78
EX-4.11
EX-23.1

          As used in this conversion offer prospectus, except where the context otherwise requires or as otherwise indicated, “General Cable Corporation”, “General Cable,” the “company,” “we,” “our,” and “us” refer to General Cable Corporation and its subsidiaries. We refer to our 5.75% Series A Redeemable Convertible Preferred Stock as “Series A preferred stock.”

          This conversion offer prospectus incorporates important business and financial information about us that is not included in or delivered with this conversion offer prospectus. Information incorporated by reference is available without charge to holders of our Series A preferred stock upon written or oral request to us at General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753, Attention: Chief Financial Officer, or by telephone at (859) 572-8000. To obtain timely delivery, holders of Series A preferred stock must request the information no later than five business days before the date they must make their investment decision, or December 9, 2005, the present expiration date of the conversion offer, and deliver proper instructions prior to the expiration date of the conversion offer.

          You should rely only on the information contained or incorporated by reference in this conversion offer prospectus. We have not, and each of the dealer manager, the information agent and the conversion agent has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to convert these securities in any jurisdiction where the offer or conversion is not permitted. You should assume that the information in this conversion offer prospectus is accurate as of the date appearing on the front cover of this conversion offer prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This conversion offer prospectus and the documents incorporated by reference herein include forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. We commonly use forward-looking statements throughout this conversion offer prospectus and the documents incorporated by reference herein regarding the following subjects:

• this conversion offer;

• our business strategy, plans and objectives;

• our understanding of our competition;

• market trends;

• projected sources and uses of available cash flow;

• projected capital expenditures;

• our future financial results and performance;

• potential liability with respect to legal proceedings; and

• potential effects of proposed legislation and regulatory action.

          Actual results may differ materially from those statements as a result of factors, risks and uncertainties over many of which we have no control. These factors include, without limitation:

• economic and political consequences resulting from terrorist attacks and the war with Iraq;

• economic consequences arising from natural disasters and other similar catastrophes, such as floods, earthquakes, hurricanes and tsunamis;

• domestic and local country price competition, particularly in certain segments of the power cable market and other competitive pressures;

• general economic conditions, particularly in construction;

• changes in customer or distributor purchasing patterns in our business segments;

• our ability to increase manufacturing capacity and productivity;

• the financial impact of any future plant closures;

• our ability to successfully complete and integrate acquisitions and divestitures;

• our ability to negotiate extensions of labor agreements on acceptable terms and to successfully deal with any labor disputes;

• our ability to service, and meet all requirements under, our debt, and to maintain adequate domestic and international credit facilities and credit lines;

• our ability to pay dividends on our preferred stock;

• the impact of unexpected future judgments or settlements of claims and litigation;

• our ability to achieve target returns on investments in our defined benefit plans;

• our ability to avoid limitations on utilization of net losses for income tax purposes;

• the cost and availability of raw materials, including copper, aluminum and petrochemicals, generally and as a consequence of Hurricanes Katrina and Rita;

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• our ability to increase our selling prices during periods of increasing raw material costs;

• the impact of foreign currency fluctuations;

• the impact of technological changes; and

• other material factors.

          You should not place undue reliance on our forward-looking statements because the matters they describe are subject to risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and are applicable only as of the date on the cover of this conversion offer prospectus or, in the case of forward-looking statements incorporated by reference, as of the date of the filing that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Such factors include, without limitation, the following:

• those identified under “Risk Factors”;

• those identified from time to time in our public filings with the Securities and Exchange Commission;

• the negative impact of economic slowdowns or recessions;

• the effect of changes in interest rates;

• the condition of the markets for our products;

• our access to funding sources and our ability to renew, replace or add to our existing credit facilities on terms comparable to the current terms;

• the impact of new state or federal legislation or court decisions on our operations; and

• the impact of new state or federal legislation or court decisions restricting the activities of lenders or suppliers of credit in our market.

iii

SUMMARY

          The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere or incorporated by reference in this conversion offer prospectus as well as the information contained in the letter of transmittal and any amendments or supplements thereto. Because this is a summary, it may not contain all the information you should consider before deciding whether to accept our offer to convert your Series A preferred stock in the conversion offer. You should read this entire prospectus carefully, including the section entitled “Risk Factors,” before making your investment decision.

General Cable Corporation

          We are a Fortune 1000 company and a leading global developer and manufacturer in the wire and cable industry, an industry which is estimated to have had $82 billion in sales in 2004. We have leading market positions in the segments in which we compete due to our product, geographic and customer diversity and our ability to operate as a low-cost provider. We sell over 13,800 copper, aluminum and fiber optic wire and cable products, which we believe represent the most diversified product line of any U.S. manufacturer. As a result, we are able to offer our customers a single source for most of their wire and cable requirements. We manufacture our product lines in 25 facilities and sell our products worldwide through our operations in North America, Europe and in the Asia-Pacific region. Technical expertise and implementation of Lean Six Sigma strategies have allowed us to maintain our position as a low-cost provider.

          Our operations are divided into three main segments: energy, industrial & specialty and communications. The net sales in 2004 and for the first nine fiscal months of 2005 generated by each of our three main segments (as a percentage of our total company results) were 36% and 35%, respectively, for energy; 37% and 37%, respectively, for industrial & specialty; and 27% and 28%, respectively, for communications. We operate our business globally, with 66% of net sales in 2004 generated from North America and 34% from our international operations. For the first nine fiscal months of 2005, 67% of our net sales were generated from North America and 33% from our international operations. We estimate that we sold our products and services to customers in more than 77 countries as of September 30, 2005.

Purpose of the Conversion Offer

          We are offering to pay the consideration for the Series A preferred stock surrendered for conversion upon the terms and subject to the conditions set forth in this conversion offer prospectus and the related letter of transmittal. The conversion offer allows current holders of shares of Series A preferred stock to receive a cash premium, in addition to the shares of common stock that they would receive upon conversion of the Series A preferred stock. The conversion offer and the payment of the conversion consideration are conditioned upon, among other things, our obtaining an amendment to our existing senior secured credit facility to permit us to effect the conversion offer, as well as our ability to borrow the cash consideration for the conversion offer under this facility. On November 23, 2005, the terms of our senior secured credit facility were amended to permit us to effect the conversion offer and to borrow the cash necessary to complete it, which satisfies these financing conditions. See “The Conversion Offer — Conditions to the Conversion Offer.” The purposes of the conversion offer are to induce the conversion into common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations, and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading.

Sources and Amount of Conversion Consideration

          We are offering to pay a cash premium of $7.88 for each share of Series A preferred stock surrendered for conversion in the conversion offer, plus accrued but unpaid cash dividends upon such shares from November 24, 2005 to the date immediately preceding the settlement date of the conversion. We currently intend to borrow approximately $17.6 million in cash needed to pay the conversion consideration to holders who surrender their shares of Series A preferred stock in the conversion offer and

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to pay all fees and expenses of the conversion offer from our $300 million senior secured credit facility, of which an aggregate of $55.4 million has already been borrowed under that facility as of September 30, 2005; in addition, there was $34.4 million in outstanding letters of credit. As of November 29, 2005, borrowings under this facility were $131.0 million; in addition, there was $33.9 million in outstanding letters of credit. We will issue authorized but previously unissued shares of our common stock in the conversion offer as permitted by our amended and restated certificate of incorporation.

Recent Developments

Proposed Acquisition of Silec Business

          On November 18, 2005, we signed a definitive agreement to acquire the wire and cable manufacturing business of SAFRAN SA, a diverse, global high-technology company headquartered in Paris, France. The business to be acquired has historically operated under the names Silec and Sagem. Silec is based in Montereau, France and employs 1,000 associates with nearly a million square feet of manufacturing space in that location. Silec is recognized as a global leader in the design, engineering and installation of high-voltage underground links. Silec is also among the top three producers of energy and industrial cables for the French market.

          In 2004, Silec reported global sales of approximately €210 million with about 60% derived from the sale of energy cables. Subject to closing adjustments, the consideration to be paid for the acquisition would be approximately €85 million, which includes about €75 million for the net working capital. As of November 29, 2005, the transaction consideration valued in U.S. dollars was about $99 million, including approximately $88 million for the net working capital. Funding for the transaction is expected to come from available cash and a new term loan in Europe. The transaction is expected to close during the fourth quarter of 2005 and is subject to certain conditions, including regulatory approvals and consultation with the French Works Council.

Cross-Currency Interest Rate Swap Agreement

          On October 13, 2005, we entered into a U.S. dollar to Euro cross-currency interest rate swap agreement with a notional value of $150 million. This represents approximately 53% of the then outstanding principal amount of our senior notes. The swap has a maturity date of November 15, 2007, which is the earliest redemption date of our senior notes. Under the swap arrangement, we have notionally exchanged $150 million at a fixed interest rate of 9.5% for approximately €125 million, based on an exchange rate of $1.198 per Euro, at a fixed interest rate of 7.5%.

          Our executive offices are located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, and our telephone number is (859) 572-8000.

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Selected Summary Consolidated Financial Information

          The selected summary consolidated financial information for the years ended and as of December 31, 2002, 2003 and 2004 were derived from our audited consolidated financial statements. The selected summary consolidated financial information for the nine fiscal months ended October 1, 2004 and September 30, 2005 and as of September 30, 2005 were derived from unaudited consolidated financial statements as filed with the SEC, which, in the opinion of our management, include all normal recurring adjustments necessary for a fair presentation of the results for the unaudited interim periods. The following summary financial information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005. The summary historical financial information presented below may not be indicative of our future performance.

											Nine Fiscal Months Ended
		Years Ended December 31,
											October 1,			September 30,
		2002			2003			2004			2004			2005
											(unaudited)			(unaudited)
Statement of Operations Data: (in millions, except per share data)
Net sales:
	Energy	$	516.0		$	560.2		$	705.7		$	520.4		$	622.2
	Industrial & specialty		499.4			542.4			734.3			561.6			650.7
	Communications		438.5			435.8			530.7			403.4			490.4
Total net sales			1,453.9			1,538.4			1,970.7			1,485.4			1,763.3
Cost of sales			1,287.3			1,365.0			1,756.0			1,326.0			1,564.7
Gross profit			166.6			173.4			214.7			159.4			198.6
Selling, general and administrative expenses			150.9			127.7			158.2			115.9			129.1
Operating income			15.7			45.7			56.5			43.5			69.5
Other income (expense)			—			1.5			(1.2	)		(0.9	)		—
Interest expense, net			(42.6	)		(43.1	)		(35.9	)		(27.3	)		(28.9	)
Other financial costs			(1.1	)		(6.0	)		—			—			—
Income (loss) from continuing operations before taxes			(28.0	)		(1.9	)		19.4			15.3			40.6
Income tax benefit (provision)			9.9			(2.9	)		18.1			(4.6	)		(15.6	)
Income (loss) from continuing operations			(18.1	)		(4.8	)		37.5			10.7			25.0
Income (loss) on disposal of discontinued operations			(5.9	)		—			0.4			—			—
Net income (loss)		$	(24.0	)	$	(4.8	)	$	37.9		$	10.7		$	25.0
Less: Series A preferred stock dividends			—			(0.6	)		(6.0	)		(4.5	)		(4.5	)
Net income (loss) applicable to common shareholders		$	(24.0	)	$	(5.4	)	$	31.9		$	6.2		$	20.5
Earnings (loss) of continuing operations per common share		$	(0.55	)	$	(0.16	)	$	0.81		$	0.16		$	0.52
Earnings (loss) of continuing operations per common share — assuming dilution		$	(0.55	)	$	(0.16	)	$	0.75		$	0.16		$	0.49
Earnings (loss) of discontinued operations per common share		$	(0.18	)	$	—		$	0.01		$	—		$	—
Earnings (loss) of discontinued operations per common share — assuming dilution		$	(0.18	)	$	—		$	0.01		$	—		$	—
Earnings (loss) per common share		$	(0.73	)	$	(0.16	)	$	0.82		$	0.16		$	0.52
Earnings (loss) per common share — assuming dilution		$	(0.73	)	$	(0.16	)	$	0.75		$	0.16		$	0.49
Weighted average shares outstanding			33.0			33.6			39.0			39.2			39.5
Weighted average shares outstanding — assuming dilution			33.0			33.6			50.3			39.9			50.9
Dividends per common share		$	0.15		$	—		$	—		$	—		$	—

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	December 31,
							September 30,
	2002		2003		2004		2005
							(unaudited)
Balance Sheet Data: (in millions, except per share data)
Cash and cash equivalents	$	29.1	$	25.1	$	36.4	$	51.3
Working capital(1)	$	150.8	$	236.6	$	298.0	$	300.5
Property, plant and equipment, net	$	323.3	$	333.3	$	356.0	$	328.1
Total assets	$	973.3	$	1,049.5	$	1,220.8	$	1,266.9
Total debt(2)	$	451.9	$	340.4	$	374.9	$	352.3
Net debt(2)(3)	$	422.8	$	315.3	$	338.5	$	301.0
Shareholders’ equity	$	60.9	$	240.1	$	301.4	$	305.1
Book value per share		—		—		—	$	7.69

										Nine Fiscal Months Ended
	Year Ended December 31,
										October 1,			September 30,
	2002			2003			2004			2004			2005
										(unaudited)			(unaudited)
Other Financial Data: (in millions, except ratio and metals data)
Cash flows of operating activities	$	57.3		$	(14.5	)	$	12.5		$	20.7		$	74.9
Cash flows of investing activities	$	(30.0	)	$	(19.7	)	$	(36.3	)	$	(24.2	)	$	(29.2	)
Cash flows of financing activities	$	(16.2	)	$	27.2		$	28.8		$	8.0		$	(25.2	)
Depreciation and amortization	$	30.6		$	33.4		$	35.4		$	27.3		$	43.6
Capital expenditures	$	(31.4	)	$	(19.1	)	$	(37.0	)	$	(24.1	)	$	(25.7	)
Ratio of earnings to combined fixed charges and preferred dividends(4)		—			—			1.2	x		1.2	x		1.8	x
Average daily COMEX price per pound of copper cathode	$	0.72		$	0.81		$	1.29		$	1.25		$	1.57
Average daily selling price per pound of aluminum rod	$	0.65		$	0.69		$	0.85		$	0.83		$	0.90

(1)	Working capital means current assets less current liabilities.
(2)	Excludes off-balance sheet borrowings of $48.5 million as of December 31, 2002 under our former accounts receivable asset-backed securitization facility. We terminated this facility in November 2003. Also excludes $1.0 million of off-balance sheet debt related to the sale of accounts receivable by one of our international operations as of September 30, 2005.
(3)	Net debt means our total debt less cash and cash equivalents.
(4)	For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; (iii) the portion of rental expense representative of the interest factor; and (iv) the amount of pretax earnings required to cover preferred stock dividends and any accretion in the carrying value of the preferred stock. For the years ended December 31, 2002 and 2003, earnings were insufficient to cover fixed charges by $27.6 million and $2.1 million, respectively.

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The Conversion Offer

The company	General Cable Corporation
The Series A preferred stock	5.75% Series A Redeemable Convertible Preferred Stock, $50.00 liquidation preference per share
The conversion offer	Upon the conversion to common stock of a share of outstanding Series A preferred stock in the conversion offer, we are offering to pay to the holder thereof conversion consideration comprised of a cash premium plus accrued but unpaid dividends payable in cash, as more fully discussed below, on terms and subject to the conditions set forth herein, including, without limitation, the financing conditions and the general conditions.
Purposes of the conversion offer	The purposes of the conversion offer are to induce the conversion to common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations, and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading.
Conversion	Each share of Series A preferred stock will be convertible into 4.998 shares of common stock, less any fractional shares, subject to adjustment in accordance with the terms of the Series A preferred stock. We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock. Instead, we will pay a cash adjustment for such fractional shares based upon the market price of the common stock on the second business day before the settlement date.
Expiration date	Friday, December 9, 2005, unless extended or earlier terminated by us. For example, we may extend the expiration date of this conversion offer so that the expiration date occurs upon or shortly after the satisfaction of the conditions to the conversion offer.
Conversion consideration	$7.88 in cash per share of Series A preferred stock converted into common stock in the conversion offer, subject to adjustment as provided herein, plus an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date, up to, but not including, the settlement date.
Settlement date	The settlement date in respect of any shares of Series A preferred stock validly surrendered for conversion prior to 5:00 p.m., New York City time, on the expiration date is expected to occur promptly following the expiration date.
How to surrender shares of Series A preferred stock	See “The Conversion Offer — Procedures for Surrendering Shares of Series A Preferred Stock in the Conversion Offer” and the attached letter of transmittal. For further information, you may call the conversion agent at the telephone number

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	set forth on the back cover of this conversion offer prospectus, or consult your broker, dealer, commercial bank, trust company or other nominee for assistance.
Withdrawal and revocation rights	Shares of Series A preferred stock surrendered for conversion may be validly withdrawn at any time up until 5:00 p.m., New York City time, on the expiration date. In addition, surrendered shares of Series A preferred stock may be validly withdrawn after the expiration date if the shares of Series A preferred stock have not been accepted for conversion after the expiration of 40 business days from November 9, 2005. If the conversion offer is terminated, the shares of Series A preferred stock surrendered in the conversion offer will be promptly returned to the surrendering holders.
Conditions precedent to the conversion offer	Our obligation to pay the conversion consideration and shares of common stock in respect of shares of Series A preferred stock validly surrendered for conversion pursuant to the conversion offer is contingent upon the satisfaction of certain conditions. See “The Conversion Offer — Conditions to the Conversion Offer.”
Material U.S. federal tax considerations	For a discussion of the material U.S. federal income tax considerations of this conversion offer, see “Material U.S. Federal Income Tax Considerations.”
Use of proceeds	We will not receive any cash proceeds from the surrender of Series A preferred stock in the conversion offer.
Brokerage commissions	No brokerage commissions are payable by the holders of shares of Series A preferred stock to the dealer manager, the information agent, the conversion agent or us.
Dealer manager	Merrill Lynch, Pierce, Fenner & Smith Incorporated is the dealer manager for the conversion offer. Merrill Lynch’s address and telephone number are included on the back cover of this conversion offer prospectus.
Information agent	D.F. King & Co., Inc. is the information agent for the conversion offer. Its address and telephone number are included on the back cover of this conversion offer prospectus.
Conversion agent	Mellon Investor Services LLC is the conversion agent for the conversion offer. Its address and telephone number are included on the back cover of this conversion offer prospectus.
Regulatory approvals	We are not aware of any other material regulatory approvals necessary to complete the conversion offer, other than the obligation to have the registration statement of which this conversion offer prospectus forms a part declared effective by the SEC, to file a Schedule TO with the SEC and to otherwise comply with applicable securities laws.
No appraisal rights	Holders of shares of Series A preferred stock have no appraisal rights in connection with the conversion offer.

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Further information If you have questions regarding the conversion offer, please contact the dealer manager, Merrill Lynch & Co. You may call Merrill Lynch toll-free at (888) 654-8637 or collect at (212) 449-4914. If you have questions regarding the procedures for converting your shares of Series A preferred stock in the conversion offer, please contact Mellon Investor Services LLC, the conversion agent, toll-free at (800) 685-4258. If you require additional conversion offer materials, please contact D.F. King & Co., Inc., the information agent, at (212) 269-5550. You may also write to any of these entities at one of their respective addresses set forth on the back cover of this conversion offer prospectus.

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RISK FACTORS

          You should consider carefully each of the following risks and all of the other information set forth in this conversion offer prospectus before deciding whether to surrender shares of Series A preferred stock for conversion in the conversion offer. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks and uncertainties develop into actual events, those events could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to the Conversion Offer

Upon consummation of the conversion offer, holders who surrender their Series A preferred stock for common stock will lose their rights under the Series A preferred stock, including, without limitation, their right to future preferred stock dividend payments and their right to receive a liquidation preference in connection with any liquidation or winding up of General Cable.

          If you surrender your shares of Series A preferred stock for conversion into our common stock pursuant to the conversion offer, you will be giving up all of your rights as a holder of Series A preferred stock, including, without limitation, your right to future payments of dividends with respect to the Series A preferred stock. You will also cease to be eligible to receive a preferential payment in the event of a liquidation or winding up of our business. The common stock that you may receive in the conversion offer will not provide you with the same degree of protection which holders of our Series A preferred stock may have. If we were to file for bankruptcy, preferred stockholders would generally be entitled to be paid a liquidation preference prior to holders of our common stock. As a holder of our common stock, however, your investment will be subject to the rights of any series of preferred stock we may issue in the future, as well as all claims of creditors against us and the other risks and liabilities affecting our operations.

You may have difficulty selling the Series A preferred stock that you do not convert.

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. A substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. However, we cannot assure you that an efficient or liquid trading market exists or will be able to be maintained in order for you to be able to sell your shares of Series A preferred stock at any time or from time to time. Also, if a large number of shares of Series A preferred stock are converted into common stock in the conversion offer, then it may be more difficult for you to sell your unconverted shares of Series A preferred stock.

          Future trading prices of the Series A preferred stock may depend on many factors, including, among other things, the price of our common stock, prevailing dividend rates, our operating results and the market for similar securities. We also cannot assure you that you will be able to sell your Series A preferred stock at a particular time or that the prices that you receive if and when you sell will be favorable.

          If you do not convert your shares of Series A preferred stock into common stock pursuant to this conversion offer, then you will continue to be subject to the restrictions on the transfer of your Series A preferred stock. Those transfer restrictions are described in the terms governing the Series A preferred stock and in the legend contained on the Series A preferred stock, and arose because we originally issued the Series A preferred stock under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act of 1933, as amended.

          We are no longer obligated to maintain an effective registration statement that would permit you under the Securities Act to resell your shares of Series A preferred stock. Thus, it may now be harder for you to sell your Series A preferred stock under the Securities Act and each resale will need to qualify for a valid exemption from registration.

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Our ability to pay dividends on our preferred stock and our common stock is limited.

          We do not expect to pay cash dividends on our common stock in the foreseeable future. Payment of dividends on our common stock and Series A preferred stock will depend on the earnings and cash flows of our business and that of subsidiaries, and on our subsidiaries’ ability to pay dividends or to advance or repay funds to us. Before declaring any dividend, our board of directors will consider factors that ordinarily affect dividend policy, such as earnings, cash flow, estimates of future earnings and cash flow, business conditions, regulatory factors, our financial condition and other matters within its discretion, as well as contractual restrictions on our ability to pay dividends. We may not be able to pay dividends in the future or, if paid, we cannot assure you that the dividends will be in the same amount or with the same frequency as in the past.

          Under the Delaware General Corporation Law, we may pay dividends, in cash or otherwise, only if we have surplus in an amount at least equal to the amount of the relevant dividend payment. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors. Further, our senior secured credit facility and the indenture governing our senior notes restrict our ability to pay cash dividends. The indenture permits us to pay cash dividends on our preferred stock through November 24, 2005, so long as no default exists under the indenture, and thereafter only if we meet certain financial conditions. Our senior secured credit facility permits us to pay cash dividends on our preferred stock at any time only if no default exists thereunder and if we meet certain financial conditions, and prohibits us from paying dividends on our common stock. In addition, the certificate of designations for our Series A preferred stock prohibits us from the payment of any cash dividends on our common stock if we are not current on dividend payments with respect to our Series A preferred stock. Agreements governing future indebtedness will likely contain restrictions on our ability to pay cash dividends.

Our board of directors has not made a recommendation as to whether you should convert your shares of Series A preferred stock into common stock in the conversion offer, and we have not obtained a third-party determination that the conversion offer is fair to holders of our Series A preferred stock.

          Our board of directors has not made, and will not make, any recommendation as to whether holders of Series A preferred stock should convert their Series A preferred stock into common stock pursuant to the conversion offer. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Series A preferred stock for purposes of negotiating the terms of this conversion offer, or preparing a report or making any recommendation concerning the fairness of this conversion offer.

The market price and value of our common stock may fluctuate, and reductions in the price of our common stock could make the Series A preferred stock a less attractive investment.

          We are offering to pay a cash premium to holders that convert their outstanding shares of Series A preferred stock into shares of our common stock. The market price of our common stock may fluctuate widely in the future. If the market price of our common stock declines, the value of the shares of the common stock you would receive upon conversion of your shares of Series A preferred stock will decline. The trading value of our common stock could fluctuate depending upon any number of specific or general factors, many of which are beyond our control. See “— Risks Related to Our Business” and “— Risks Related to Our Capital Stock” below.

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We may redeem shares of Series A preferred stock at our option, on or after November 24, 2008.

          We may redeem all or a portion of the Series A preferred stock, at our option, on or after November 24, 2008 at redemption prices per share as described in “Description of Our Series A Preferred Stock — Optional Redemption” plus all accrued and unpaid or accumulated dividends thereon. We must provide the holders of the Series A preferred stock with at least 30, but no more than 60, days’ notice of our intention to redeem any shares of Series A preferred stock. The market price of the common stock into which the shares of Series A preferred stock are convertible may decline significantly between the expiration date of this conversion offer and the date of any redemption of our Series A preferred stock.

Future sales of shares of our common stock may depress its market price.

          Sales of substantial numbers of additional shares of common stock or any shares of our preferred stock, including up to 10,345,395 shares of common stock underlying the Series A preferred stock being registered as part of the conversion offer and sales of shares that may be issued in connection with future acquisitions, or the perception that such sales could occur, may have a harmful effect on prevailing market prices for our common stock and our ability to raise additional capital in the financial markets at a time and price favorable to us. Our amended and restated certificate of incorporation provides that we have authority to issue 75 million shares of common stock. As of November 29, 2005, there were approximately 39.7 million shares of common stock outstanding, approximately 3.1 million shares of common stock issuable upon exercise of currently outstanding stock options and approximately 10.35 million shares of common stock issuable upon conversion of our Series A preferred stock. Each share of Series A preferred stock is currently convertible into 4.998 shares of our common stock. The number of shares of our common stock to be issued in the conversion offer is based on the conversion price of the Series A preferred stock, which is currently $10.004 per share, subject to adjustment. All of the shares of our common stock to be issued in the conversion offer to holders who are not our affiliates will be freely tradable.

The market price for our common stock has been and continues to be volatile.

          The market price for our common stock could fluctuate due to various factors. These factors include:

• announcements relating to significant corporate transactions;

• fluctuations in our quarterly and annual financial results;

• operating and stock price performance of companies that investors deem comparable to us;

• changes in government regulation or proposals relating thereto;

• general industry and economic conditions; and

• sales or the expectation of sales of a substantial number of shares of our common stock in the public market.

          In addition, the stock markets have, in recent years, experienced significant price fluctuations. These fluctuations often have been unrelated to the operating performance of the specific companies whose stock is traded. Market fluctuations, as well as economic conditions, have adversely affected, and may continue to adversely affect, the market price of our common stock. Fluctuations in the price of our common stock will affect the value of any outstanding preferred stock.

Risks Related to Our Business

Our substantial debt could adversely affect our business.

          We have a significant amount of debt. As of September 30, 2005, we had $352.3 million of debt outstanding, $67.3 million of which was secured indebtedness, and had $184.2 million of additional borrowing capacity available under our senior secured credit facility. As of September 30, 2005, we had

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$285.0 million in senior notes outstanding. We intend to borrow under our senior secured credit facility substantially all of the cash needed to pay the conversion consideration to holders of Series A preferred stock and the costs and expenses of the conversion offer. If all outstanding shares of Series A preferred stock are converted pursuant to the conversion offer, our debt outstanding as of September 30, 2005 would be $369.9 million on a pro forma basis, of which $84.9 million would be secured indebtedness. In addition, subject to the terms of the senior secured credit facility and the indenture governing our senior notes, we may also incur additional indebtedness, including secured debt, in the future.

          The degree to which we are leveraged could have important adverse consequences to us. For example, it could:

• make it difficult for us to make payments on or otherwise satisfy our obligations with respect to our indebtedness;

• limit our ability to borrow additional amounts for working capital, capital expenditures, potential acquisition opportunities and other purposes;

• limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business, regulatory and economic conditions in our industry;

• place us at a competitive disadvantage against our less leveraged competitors;

• subject us to increased costs, to the extent of the portion of our indebtedness that is subject to floating interest rates; and

• cause us to fail to comply with applicable debt covenants and could result in an event of default that could result in all of our indebtedness being immediately due and payable.

          In addition, our ability to generate cash flow from operations sufficient to make scheduled payments on our debt as they become due will depend on our future performance, our ability to successfully implement our business strategy and our ability to obtain other financing. Our indebtedness could also adversely affect our financial position and make it more difficult for us to fulfill our obligations under the Series A preferred stock.

The agreements that govern our senior secured credit facility and our senior notes contain various covenants that limit our discretion in the operation of our business.

          The agreements and instruments that govern our senior secured credit facility and our senior notes contain various restrictive covenants that, among other things, require us to comply with or maintain certain financial tests and ratios and restrict our ability to:

• incur more debt;

• pay dividends, purchase company stock or make other distributions;

• make certain investments and payments;

• create liens;

• enter into transactions with affiliates;

• make acquisitions;

• merge or consolidate; and

• transfer or sell assets.

          Our ability to comply with these covenants is subject to various risks and uncertainties. In addition, events beyond our control could affect our ability to comply with and maintain the financial tests and ratios required by our senior indebtedness. Any failure by us to comply with and maintain all applicable financial tests and ratios and to comply with all applicable covenants could result in an event of default with respect to, the acceleration of the maturity of, and the termination of the commitments to

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make further extension of credit under, a substantial portion of our debt. Even if we are able to comply with all applicable covenants, the restrictions on our ability to operate our business in our sole discretion could harm our business by, among other things, limiting our ability to take advantage of financing, mergers, acquisitions and other corporate opportunities.

If we fail to meet our payment or other obligations under our senior secured credit facility, the lenders under our senior secured credit facility could foreclose on, and acquire control of, substantially all of our assets.

          In connection with the incurrence of indebtedness under our senior secured credit facility, the lenders under that facility have received a pledge of all of the capital stock of our existing domestic subsidiaries and any future domestic subsidiaries. Additionally, these lenders have a lien on substantially all of our domestic assets, including our existing and future accounts receivables, cash, general intangibles, investment property and real property. As a result of these pledges and liens, if we fail to meet our payment or other obligations under our senior secured credit facility, the lenders under the credit agreement would be entitled to foreclose on substantially all of our assets and liquidate these assets. Under those circumstances, we may not have sufficient funds to pay any liquidation preference or dividends on the Series A preferred stock, if and when such amounts become due and payable. As a result, you may lose a portion of or the entire value of your investment in the Series A preferred stock.

As of December 31, 2004, we had material weaknesses in our internal control over financial reporting and disclosure controls and procedures, which could result in material misstatements in our financial statements and could negatively affect our stock price.

          In connection with the preparation of our 2004 Annual Report on Form 10-K, as of December 31, 2004, we concluded that control deficiencies in our internal control over financial reporting as of December 31, 2004 constituted material weaknesses within the meaning of the Public Company Accounting Oversight Board’s Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements. As we disclosed in our amended 2004 Annual Report on Form 10-K that we filed with the SEC on April 29, 2005, we identified the following material weaknesses:

•  Controls over access to computer applications and segregation of duties with respect to both our manual and computer-based business processes.

•  Controls over the recording of inventory shipments and revenue in the proper accounting period.

•  Controls over the recording of receiving transactions and non-purchase order based accounts payable transactions in the proper accounting period.

•  Controls over the liability estimation and accrual process, including income tax reserves.

•  Controls over finished goods inventory on consignment at customer locations.

•  The design and implementation of adequate controls to address the existence and completeness of fixed assets included in the financial statements, including returnable shipping reels, and the effectiveness of controls over recording of fixed asset acquisitions in the proper accounting period.

•  The design of adequate controls relating to the purchasing function, including review and approval of significant third-party contracts and the maintenance of vendor master files.

•  The design and implementation of adequate controls over the financial reporting and close process, including controls over non-routine transactions. These deficiencies were primarily attributable to the sufficiency of personnel with appropriate qualifications and training in certain key accounting roles in order to complete and document the monthly and quarterly financial closing process.

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•  The general control environment was ineffective due to the aggregation of the material weaknesses listed above.

          Although we have identified and implemented remediation plans to address the material weaknesses in our internal control over financial reporting, control weaknesses will not be considered remediated until new internal controls over financial reporting are fully operational for a period of time and are tested, and we and our independent registered public accounting firm conclude that these controls are operating effectively. This process is expected to be completed by December 31, 2005. Any failure to remediate our reported material weaknesses as expected could cause an increased risk of errors or fraud related to our financial statements, which could result in material misstatements in our financial statements. Any such failure also could adversely affect the results of our annual evaluation of our internal control over financial reporting and our independent registered public accounting firm’s annual attestation reports regarding the effectiveness of our internal control over financial reporting. Such weaknesses have caused material weaknesses in our disclosure controls and procedures, which have rendered such controls and procedures ineffective. Inadequate internal control over financial reporting or ineffective disclosure controls and procedures could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Our net sales, net income and growth depend largely on the economic strength of the geographic markets that we serve, and if these markets become weaker we could suffer decreased sales and net income.

          Many of our customers use our products as components in their own products or in projects undertaken for their customers. Our ability to sell our products is largely dependent on general economic conditions, including how much our customers and end-users spend on information technology, new construction and building, maintaining or reconfiguring their communications network, industrial manufacturing assets and power transmission and distribution infrastructures. Over the past few years, many companies significantly reduced their capital equipment and information technology budgets, and construction activity that necessitates the building or modification of communication networks and power transmission and distribution infrastructures slowed considerably as a result of a weakening of the U.S. and foreign economies. As a result, our net sales and financial results declined significantly in recent years. Beginning in 2004, we have seen an improvement in these markets; however, if they were to weaken, we could suffer decreased sales and net income.

The markets for our products are highly competitive, and if we fail to invest in product development, productivity improvements and customer service and support, the sale of our products could be adversely affected.

          The markets for copper, aluminum and fiber optic wire and cable products are highly competitive, and some of our competitors may have greater financial resources than us. We compete with at least one major competitor with respect to each of our business segments. Many of our products are made to common specifications and therefore may be fungible with competitors’ products. Accordingly, we are subject to competition in many markets on the basis of price, delivery time, customer service and our ability to meet specific customer needs.

          We believe our competitors will continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. We expect that we will be required to continue to invest in product development, productivity improvements and customer service and support in order to compete in our markets. Furthermore, an increase in imports of products competitive with our products could adversely affect our sales.

Our business is subject to the economic and political risks of maintaining facilities and selling products in foreign countries.

          During the nine fiscal months ended September 30, 2005, approximately 33% of our sales and approximately 37% of our assets were in markets outside North America. Our operations outside North

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America generated approximately $48.4 million of our cash flows from operations and the North American operations generated $26.5 million of cash flows from operations during this period. Our financial results may be adversely affected by significant fluctuations in the value of the U.S. dollar against foreign currencies or by the enactment of exchange controls or foreign governmental or regulatory restrictions on the transfer of funds. In addition, negative tax consequences relating to repatriating certain foreign currencies, particularly cash generated by our operations in Spain, may adversely affect our cash flows. Furthermore, our foreign operations are subject to risks inherent in maintaining operations abroad, such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations, changes in regulatory requirements, the difficulty of effectively managing diverse global operations and adverse foreign tax laws.

Changes in industry standards and regulatory requirements may adversely affect our business.

          As a manufacturer and distributor of wire and cable products, we are subject to a number of industry standard-setting authorities, such as Underwriters Laboratories, the Telecommunications Industry Association, the Electronics Industries Association and the Canadian Standards Association. In addition, many of our products are subject to the requirements of federal, state and local or foreign regulatory authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event we are unable to meet any such standards when adopted, our business could be adversely affected.

          In addition, changes in the legislative environment could affect the growth and other aspects of important markets served by us. In September 2005, President George W. Bush signed into law the Energy Policy Act of 2005. This law was enacted to establish a comprehensive, long-range national energy policy. Among other things, it provides tax credits and other incentives for the production of traditional sources of energy, as well as alternative energy sources, such as wind, wave, tidal and geothermal power generation systems. Although we are studying the impact that this legislation may have on us and our financial results, we cannot presently predict what this impact will be. We also cannot predict the impact that changes in laws or industry standards that may be adopted in the future could have on our financial results, cash flows or financial position.

Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less competitive.

          Technological developments could have a material adverse effect on our business. For example, a significant decrease in the cost and complexity of installation of fiber optic systems or an increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and may have a material adverse effect on our business. While we do manufacture and sell fiber optic cables, any erosion of our sales of copper cables due to increased market demand for fiber optic cables would most likely not be offset by an increase in sales of our fiber optic cables.

          Also, advancing wireless technologies, as they relate to network and communications systems, may represent an alternative to certain copper cables we manufacture and reduce customer demand for premise wiring. Traditional telephone companies are facing increasing competition within their respective territories from, among others, voice over Internet protocol, or “VoIP,” providers and wireless carriers. Wireless communications depend heavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of VoIP and wireless technology, or the introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on our marketability and profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

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Volatility in the price of copper and other raw materials, as well as fuel and energy, could adversely affect our businesses.

          The costs of copper and aluminum, the most significant raw materials we use, have been subject to considerable volatility over the years. Volatility in the price of copper, aluminum, polyethylene, petrochemicals, and other raw materials, as well as fuel, natural gas and energy, will in turn lead to significant fluctuations in our cost of sales. Additionally, sharp increases in the price of copper can also reduce demand if customers decide to defer their purchases of copper wire and cable products or seek to purchase substitute products. Moreover, we do not engage in activities to hedge the underlying value of our copper and aluminum inventory. Although we attempt to reflect copper and other raw material price changes in the selling price of our products, there is no assurance that we can do so successfully or at all in the future.

Interruptions of supplies from our key suppliers may affect our results of operations and financial performance.

          Interruptions of supplies from our key suppliers, including as a result of Hurricanes Katrina and Rita, could disrupt production or impact our ability to increase production and sales. During 2003, our copper rod mill plant produced approximately 62% of the copper rod used in our North American operations, and two suppliers provided an aggregate of approximately 68% of our North American copper purchases. During the second quarter of 2004, the Company’s rod mill facility ceased operations. All copper rod used in our North American operations is now externally sourced; our largest supplier of copper rod accounted for approximately 68% of our North American purchases in the first nine fiscal months of 2005. Any unanticipated problems with our copper rod suppliers could have a material adverse effect on our business. Additionally, we use a limited number of sources for most of the other raw materials that we do not produce. We do not have long-term or volume purchase agreements with most of our suppliers, and may have limited options in the short-term for alternative supply if these suppliers fail to continue the supply of material or components for any reason, including their business failure, inability to obtain raw materials or financial difficulties. Moreover, identifying and accessing alternative sources may increase our costs.

Failure to negotiate extensions of our labor agreements as they expire may result in a disruption of our operations.

          As of September 30, 2005, approximately 61% of our employees were represented by various labor unions. During the five calendar years ended December 31, 2004, we have experienced only two strikes, which were settled on satisfactory terms. On March 31, 2005, union workers at our Lincoln, Rhode Island manufacturing facility commenced a labor strike. We negotiated a new four-year agreement with the local union, which agreement was ratified by the local union’s members on April 2, 2005. This strike did not have a significant impact on our financial results for the first fiscal quarter of 2005.

          We are parties to labor agreements with unions that represent employees at many of our operational facilities. Labor agreements expired at three facilities in 2005 and were successfully renegotiated. Labor agreements are to expire at three facilities in 2006. We cannot predict what issues may be raised by the collective bargaining units representing our employees and, if raised, whether negotiations concerning such issues will be successfully concluded. A protracted work stoppage could result in a disruption of our operations which could adversely affect our ability to deliver certain products and our financial results.

Our inability to continue to achieve productivity improvements may result in increased costs.

          Part of our business strategy is to increase our profitability by lowering costs through improving our processes and productivity. In the event we are unable to continue to implement measures improving our manufacturing techniques and processes, we may not achieve desired efficiency or productivity levels and our manufacturing costs may increase. In addition, productivity increases are related in part to factory

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utilization rates. Our decreased utilization rates over the past few years have adversely impacted productivity. However, we have experienced an increase in utilization rates in 2005.

We are substantially dependent upon distributors and retailers for non-exclusive sales of our products and they could cease purchasing our products at any time.

          During 2004 and the first nine fiscal months of 2005, approximately 38% of our domestic net sales were made to independent distributors and three of our ten largest customers were distributors. Distributors accounted for a substantial portion of sales of our communications products and industrial & specialty products. During 2004 and the first nine fiscal months of 2005, approximately 13% and 12%, respectively, of our domestic net sales were to retailers, and the two largest retailers, The Home Depot and AutoZone, accounted for approximately 2.7% and 2.3%, respectively, of our net sales in 2004 and 4.5% and 3.2%, respectively, of our net sales for the first nine fiscal months of 2005.

          These distributors and retailers are not contractually obligated to carry our product lines exclusively or for any period of time. Therefore, these distributors and retailers may purchase products that compete with our products or cease purchasing our products at any time. The loss of one or more large distributors or retailers could have a material adverse effect on our ability to bring our products to end users and on our results of operations. Moreover, a downturn in the business of one or more large distributors or retailers could adversely affect our sales and could create significant credit exposure.

We face pricing pressures in each of our markets that could adversely affect our results of operations and financial performance.

          We face pricing pressures in each of our markets as a result of significant competition or over-capacity, and price levels for most of our products declined over the past few years. While we will work toward reducing our costs to respond to the pricing pressures that may continue, we may not be able to achieve proportionate reductions in costs. As a result of overcapacity and economic and industry downturn in the communications and industrial markets in particular, pricing pressures increased in 2002 and 2003, and continued into 2004. While we generally have been successful in raising prices to recover increased raw material costs, pricing pressures continued into 2005, and are expected for the foreseeable future. Further declines in prices, without offsetting cost reductions, would adversely affect our financial results.

If either of our uncommitted accounts payable or accounts receivable financing arrangements for our European operations is cancelled, our liquidity will be negatively impacted.

          Our European operations participate in arrangements with several European financial institutions that provide extended accounts payable terms to us. In general, the arrangements provide for accounts payable terms of up to 180 days. As of September 30, 2005, the arrangements had a maximum availability limit of the equivalent of approximately $139 million, of which approximately $107 million was drawn. We do not have firm commitments from these European financial institutions requiring them to continue to extend credit and they may decline to advance additional funding. We also have an approximate $40 million Euro-denominated uncommitted facility in Europe, which allows us to sell at a discount, with limited recourse, a portion of our accounts receivable to a financial institution. As of September 30, 2005, this accounts receivable facility was not drawn upon. We do not have a firm commitment from this institution to purchase our accounts receivable. Should the availability under these arrangements be reduced or terminated, we would be required to negotiate longer payment terms with our suppliers or repay the outstanding obligations with our suppliers under these arrangements over 180 days and seek alternative financing arrangements which could increase our interest expense. We cannot assure you that such longer payment terms or alternate financing will be available on favorable terms or at all. Failure to obtain alternative financing arrangements in such case would negatively impact our liquidity.

          In addition, in order to avoid an event of default under our senior secured credit facility, we must maintain foreign credit lines of at least the equivalent of $80.0 million during those periods when our

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average excess available funds under our senior secured credit facility is less than $100.0 million for a period of three consecutive months.

We may be required to take additional charges in connection with plant closures and certain charges to our earnings in future periods in connection with our inventory accounting practices.

          During 2004, we closed two industrial manufacturing locations, refocused operations at another industrial manufacturing location and ceased operations at our copper rod mill. We incurred net charges of $7.4 million ($4.7 million of which were cash) in 2004 related to these activities which are now complete. We continuously evaluate our ability to more efficiently utilize existing manufacturing capacity which may require additional future charges.

          In June 2005, we decided to close one of our manufacturing plants located in Bonham, Texas. At that time, we also decided to close our fiber optic military and premise cable manufacturing plant located in Dayville, Connecticut, and we recently relocated production from this plant to our recently acquired facility in Franklin, Massachusetts, which currently produces copper as well as some fiber optic communications products. The total cost of these closures is currently estimated to be approximately $26.5 million. Total costs recorded during the nine months ended September 30, 2005 with respect to these closures were $19.6 million.

          As a result of volatile copper prices, the replacement cost of our copper inventory exceeded its historic LIFO cost by approximately $38 million and $13 million at December 31, 2004 and 2003, respectively, and by approximately $65.0 million at September 30, 2005. If we were not able to recover the LIFO value of our inventory at a profit in some future period when replacement costs were lower than the LIFO value of the inventory, we would be required to take a charge to recognize on our income statement all or a portion of the higher LIFO value of the inventory. During 2002 and 2003, we recorded a $2.5 million and a $0.5 million charge, respectively, for the liquidation of LIFO inventory in North America as we significantly reduced our inventory levels. During 2004, we increased inventory quantities and therefore there was not a liquidation of LIFO inventory impact in this period. During the nine fiscal months ended September 30, 2005, we reduced our copper inventory quantities in North America and we do not expect to replace these inventories by year end, which resulted in a $2.4 million gain since LIFO inventory quantities were reduced in a period when replacement costs where higher than the LIFO value of the inventory. If LIFO inventory quantities are reduced in a future period when replacement costs exceed the LIFO value of the inventory, we would experience an increase in reported earnings. Conversely, if LIFO inventory quantities are reduced in a future period when replacement costs are lower than the LIFO value of the inventory, we would experience a decline in reported earnings.

We are subject to certain asbestos litigation and unexpected judgments or settlements could have a material adverse effect on our financial results.

          There are approximately 9,700 pending non-maritime asbestos cases involving our subsidiaries. The majority of these cases involve plaintiffs alleging exposure to asbestos-containing cable manufactured by our predecessors. In addition to our subsidiaries, numerous other wire and cable manufacturers have been named as defendants in these cases. Our subsidiaries have also been named, along with numerous other product manufacturers, as defendants in approximately 33,260 suits in which plaintiffs alleged that they suffered an asbestos-related injury while working in the maritime industry. These cases are referred to as MARDOC cases and are currently managed under the supervision of the U.S. District Court for the Eastern District of Pennsylvania. On May 1, 1996, the District Court ordered that all pending MARDOC cases be administratively dismissed without prejudice and the cases cannot be reinstated, except in certain circumstances involving specific proof of injury. We cannot assure you that any judgments or settlements of the pending non-maritime and/or MARDOC asbestos cases or any cases which may be filed in the future will not have a material adverse effect on our financial results, cash flows or financial position. Moreover, certain of our insurers may be financially unstable and in the event one or more of these insurers enter into insurance liquidation proceedings, we will be required to pay a larger portion of the costs incurred in connection with these cases.

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Environmental liabilities could potentially adversely impact us and our affiliates.

          We are subject to federal, state, local and foreign environmental protection laws and regulations governing our operations and the use, handling, disposal and remediation of hazardous substances currently or formerly used by us and our affiliates. A risk of environmental liability is inherent in our and our affiliates’ current and former manufacturing activities in the event of a release or discharge of a hazardous substance generated by us or our affiliates. Under certain environmental laws, we could be held jointly and severally responsible for the remediation of any hazardous substance contamination at our facilities and at third party waste disposal sites and could also be held liable for any consequences arising out of human exposure to such substances or other environmental damage. We and our affiliates have been named as potentially responsible parties in proceedings that involve environmental remediation. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current operations or the liabilities arising from past releases of, or exposure to, hazardous substances, will not result in future expenditures by us that could materially and adversely affect our financial results, cash flows or financial condition.

Growth through acquisition has been a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions.

          Growth through acquisition has been, and is expected to continue to be, a significant part of our strategy. For example, in November 2005 we announced that we had entered into a definitive agreement to acquire Silec, the wire and cable manufacturing business of SAFRAN SA, a diverse, global high-technology company based in Paris, France. We regularly evaluate possible acquisition candidates. We cannot assure you that we will be successful in identifying, financing and closing acquisitions at favorable prices and terms. Potential acquisitions may require us to issue additional shares of stock or obtain additional or new financing, and such financing may not be available on terms acceptable to us, or at all. The issuance of our common or preferred shares may dilute the value of shares held by our equityholders. Further, we cannot assure you that we will be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

Terrorist attacks and other attacks or acts of war may adversely affect the markets in which we operate and our profitability.

          The attacks of September 11, 2001 and subsequent events, including the military action in Iraq, have caused and may continue to cause instability in our markets and have led and may continue to lead to, further armed hostilities or further acts of terrorism worldwide, which could cause further disruption in our markets. Acts of terrorism may impact any or all of our facilities and operations, or those of our customers or suppliers and may further limit or delay purchasing decisions of our customers. Depending on their magnitude, acts of terrorism or war could have a material adverse effect on our business, financial results, cash flows and financial position.

          We carry insurance coverage on our facilities of types and in amounts that we believe are in line with coverage customarily obtained by owners of similar properties. We continue to monitor the state of the insurance market in general and the scope and cost of coverage for acts of terrorism in particular, but we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. Currently, we do not carry terrorism insurance coverage. If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged facilities, as well as the anticipated future net sales from those facilities. Depending on the specific circumstances of each affected facility, it is possible that we could be liable for indebtedness or other obligations related to the facility. Any such loss could materially and adversely affect our business, financial results, cash flows and financial position.

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If we fail to retain our key employees, our business may be harmed.

          Our success has been largely dependent on the skills, experience and efforts of our key employees, and the loss of the services of any of our executive officers or other key employees could have an adverse effect on us. The loss of our key employees who have intimate knowledge of our manufacturing process could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our manufacturing process. Our future success will also depend in part upon our continuing ability to attract and retain highly qualified personnel, who are in great demand.

Declining returns in the investment portfolio of our defined benefit plans could increase the volatility in our pension expense and require us to increase cash contributions to the plans.

          Pension expense for the defined benefit pension plans sponsored by us is determined based upon a number of actuarial assumptions, including an expected long-term rate of return on assets and discount rate. During the fourth quarter of 2002, as a result of declining returns in the investment portfolio of our defined benefit pension plans, we were required to record a minimum pension liability equal to the underfunded status of our plans. As of December 31, 2003, the defined benefit plans were underfunded by approximately $39.9 million based on the actuarial methods and assumptions utilized for purposes of the applicable accounting rules and interpretations. During 2004, investment performance improved and as a result, the defined benefit plans were underfunded by approximately $33.0 million at December 31, 2004. We have experienced volatility in our pension expense and an increase in our cash contributions to our defined benefit pension plan. Pension expense for our defined benefit plans decreased from $8.4 million in 2003 to $5.5 million in 2004 and our required cash contributions increased to $13.0 million in 2004 from $6.1 million in 2003. In 2005, pension expense for our defined benefit plans is expected to decrease approximately $0.7 million from 2004, primarily due to improved investment performance during 2004 in the market value of assets held and cash contributions are expected to decrease by $2.2 million. In the event that actual results differ from the actuarial assumptions, the funded status of our defined benefit plans may change and any such deficiency could result in additional charges to equity and an increase in future pension expense and cash contributions.

An ownership change could result in a limitation of the use of our net operating losses.

          As of December 31, 2004, we had net operating loss, or NOL, carryforwards of approximately $202 million available to reduce taxable income in future years. Specifically, we generated NOL carryforwards of approximately $148 million between 2000 and 2004. These NOL carryforwards will not begin to expire until 2020. We also have other NOL carryforwards that are subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code. These Section 382 limited NOL carryforwards expire in varying amounts from 2006 to 2009. The total Section 382 limited NOL carryforwards that may be utilized prior to expiration is estimated at approximately $54 million.

          Our ability to utilize our NOL carryforwards may be further limited by Section 382 if we undergo an ownership change as a result of the sale of our stock by holders of our equity securities or as a result of subsequent changes in the ownership of our outstanding stock. We would undergo an ownership change if, among other things, the stockholders, or group of stockholders, who own or have owned, directly or indirectly, 5% or more of the value of our stock or are otherwise treated as 5% stockholders under Section 382 and the regulations promulgated thereunder increase their aggregate percentage ownership of our stock by more than 50% over the lowest percentage of our stock owned by these stockholders at any time during the testing period, which is generally the three-year period preceding the potential ownership change. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOL carryforwards and certain recognized built-in losses. The limitation imposed by Section 382 for any post-change year would be determined by multiplying the value of our stock immediately before the ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate in effect at the time of the ownership change. By way of example, the long-term tax-exempt rate is 4.24% as of November 2005. Any unused annual limitation may be carried over to later years, and the limitation may under

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certain circumstances be increased by built-in gains which may be present in assets held by us at the time of the ownership change that are recognized in the five-year period after the ownership change.

          Based upon our review of the aggregate change in percentage ownership during the current testing period and subject to any unanticipated increases in ownership by our “five percent shareholders” (as described above) with respect to our outstanding stock, we do not believe that we will experience a change in ownership as a result of the conversion offer. However, such a determination is complex and there can be no assurance that the Internal Revenue Service could not successfully challenge our conclusion. In addition, there are circumstances beyond our control, such as the purchase of our stock by investors who are existing 5% shareholders or become 5% shareholders as a result of such purchase, which could result in an ownership change with respect to our stock. Even if the conversion offer does not cause an ownership change to occur, our November 2003 stock issuances used a large portion of our available 50% ownership shift limitation, and we may not be able to engage in significant transactions, including making significant issuances of our stock, that would create a further shift in ownership within the meaning of Section 382 within the subsequent three-year period without triggering an ownership change. Thus, while it is our general intention to maximize utilization of our NOL carryforwards by avoiding the triggering of an ownership change, there can be no assurance that our future actions or future actions by our stockholders will not result in the occurrence of an ownership change, which will result in limitations in our utilization of the NOL and negatively affect cash flows.

If we are required to classify our Series A preferred stock as debt in the future, our balance sheet will be adversely affected.

          Upon issuance, our Series A preferred stock was classified as equity on our balance sheet in accordance with Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” or SFAS 150, since our Series A preferred stock contains a substantive conversion feature. Under SFAS 150, our Series A preferred stock will remain classified as equity until and unless it becomes certain that the conversion feature will not be exercised by the holders. If it were to become certain that the holders of our Series A preferred stock will not exercise their conversion rights, we would be required to reclassify our Series A preferred stock as a liability on our balance sheet. Additionally, in adopting SFAS 150, the Financial Accounting Standards Board indicated that it is considering changes to the accounting treatment for certain instruments with both liability and equity characteristics. As a result, we cannot assume that our Series A preferred stock will continue to be classified as equity in future periods or that any series of preferred stock that we may issue in the future would qualify to be classified as equity on our balance sheet. However, any such reclassification of our Series A preferred stock would not, in any material respect, affect our compliance with the indenture governing our senior notes or our senior secured credit facility.

Risks Related to Our Capital Stock

          In addition to the risks discussed above in “— Risks Related to the Conversion Offer” and “— Risks Related to Our Business,” the following risks, among others, are important to an investment in our capital stock:

Our Series A preferred stock ranks junior to all of our liabilities as well as the liabilities of our subsidiaries.

          The ranking of our Series A preferred stock with respect to the payment of dividends and upon liquidation, dissolution or winding up may prevent us from paying cash dividends. Our Series A preferred stock ranks junior in right of payment to all of our existing and future liabilities, including our obligations under our senior secured credit facility and our senior notes. In the event that we do not have sufficient funds to pay both our debt service and accrued dividends on our Series A preferred stock, we will first limit or stop paying such dividends to holders of Series A preferred stock until all amounts due on our liabilities are paid.

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          In the event of our bankruptcy, liquidation or winding-up, our assets will be available to pay the liquidation preference of and accrued dividends on, our Series A preferred stock only after all our indebtedness and other liabilities have been paid. In addition, our Series A preferred stock effectively ranks junior to all existing and future liabilities of our subsidiaries and the capital stock (other than common stock) of our subsidiaries held by third parties. The rights of holders of our Series A preferred stock to participate in the assets of our subsidiaries upon any liquidation or reorganization of any subsidiary ranks junior to the prior claims of that subsidiary’s creditors and equity holders. As of September 30, 2005, we had total consolidated liabilities of $961.8 million. In the event of our bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on any or all shares of our preferred stock then outstanding.

We may not be able to pay the purchase price of our Series A preferred stock upon a change of control if the holders exercise their right to require us to purchase such securities.

          If we undergo a change of control, subject to limited exceptions, we will be required to offer to purchase our Series A preferred stock at a purchase price equal to 100% of the then liquidation preference, plus accrued, unpaid and accumulated dividends. Under certain circumstances, we will have the option to pay for those shares either in cash or in shares of our common stock valued at a discount of 5% from the market price of our common stock.

          Under the terms of our senior secured credit facility, however, we are prohibited from paying the purchase price of our Series A preferred stock in cash. To permit us to do so, we would need to amend our senior secured credit facility with the consent of the lenders under that facility. Our future credit facilities and other existing and future indebtedness may contain similar restrictions.

Issuances of additional series of preferred stock could adversely affect holders of our common stock.

          Our board of directors is authorized to issue additional series of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding-up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of holders of our common stock or the market price of our common stock could be adversely affected.

Provisions in our constituent documents could make it more difficult to acquire our company.

          Our amended and restated certificate of incorporation and amended and restated by-laws contain provisions that may discourage, delay or prevent a third party from acquiring us, even if doing so would be beneficial to our stockholders. Under our amended and restated certificate of incorporation, only our board of directors may call special meetings of stockholders, and stockholders must comply with advance notice requirements for nominating candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings. Directors may be removed by stockholders only for cause and only by the effective vote of at least 66²/3% of the voting power of all shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class. Additionally, agreements with certain of our executive officers may have the effect of making a change of control more expensive and, therefore, less attractive.

          Pursuant to our amended and restated certificate of incorporation, our board of directors may by resolution establish one or more series of preferred stock, having such number of shares, designation, relative voting rights, dividend rates, conversion rights, liquidation or other rights, preferences and limitations as may be fixed by our board of directors without any further stockholder approval. Such rights,

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preferences, privileges and limitations as may be established could have the further effect of impeding or discouraging the acquisition of control of our company.

Holders of our preferred stock have no rights as common stockholders until they acquire our common stock.

          Until preferred stockholders acquire shares of our common stock upon conversion of our preferred stock, they will have no rights with respect to our common stock, including voting rights (except as required by applicable state law or our amended and restated certificate of incorporation, and as described under “Description of Our Series A Preferred Stock — Voting Rights”), rights to respond to tender offers and rights to receive any dividends or other distributions on our common stock. Upon conversion, they will be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs after the conversion date.

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QUESTIONS AND ANSWERS ABOUT THE CONVERSION OFFER

          These answers to questions that you may have as a holder of shares of our Series A preferred stock are highlights of selected information included elsewhere or incorporated by reference in this conversion offer prospectus. To fully understand the conversion offer and the other considerations that may be important to your decision about whether to participate in it, you should carefully read this conversion offer prospectus in its entirety, including the section entitled “Risk Factors,” as well as the information incorporated by reference in this conversion offer prospectus. See “Incorporation of Certain Documents by Reference.” For further information about us, see the section of this conversion offer prospectus entitled “Where You Can Find More Information.”

Why are you making the conversion offer?

          We are making the conversion offer to reduce our ongoing fixed dividend obligations and to improve the trading liquidity of our common stock. The conversion offer allows current holders of shares of Series A preferred stock to receive a cash premium, discussed below, in addition to the number of shares of common stock that they would otherwise receive upon conversion of the Series A preferred stock.

How many shares of Series A preferred stock are being sought in the conversion offer?

          We are offering to convert all outstanding shares of the Series A preferred stock into our common stock. As of November 29, 2005, 2,069,907 shares of Series A preferred stock were outstanding.

What will I receive in the conversion offer if I surrender my shares of Series A preferred stock for conversion and they are accepted?

          For each share of Series A preferred stock you validly surrender as part of the conversion offer and we accept for conversion, you will receive:

• a cash premium payment equal to $7.88, subject to adjustment; and

• 4.998 shares of our common stock, which is equal to the number of shares that you would otherwise receive upon conversion of a share of Series A preferred stock, subject to adjustment as provided in the terms of the Series A preferred stock, and less any fractional shares; and

• an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date of the conversion offer, up to, but not including, the settlement date.

In this conversion offer prospectus, we refer to the aggregate of the cash payments described above as the “conversion consideration.” We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock in the conversion offer. Instead, we will pay a cash adjustment for all fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion.

          Your right to receive the above consideration in the conversion offer is subject to all of the conditions set forth in this conversion offer prospectus and the related letter of transmittal.

When will I receive the conversion consideration for surrendering my shares of Series A preferred stock pursuant to the conversion offer?

          Assuming that we have not previously elected to terminate the conversion offer, shares of Series A preferred stock validly surrendered for conversion in accordance with the procedures described in this conversion offer prospectus and the letter of transmittal before 5:00 p.m., New York City time, on the expiration date will, upon the terms and subject to the conditions of the conversion offer, including all conditions thereto, be accepted for conversion and payment of the conversion consideration, and payments

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will be made on the settlement date. The settlement date will occur promptly after the expiration date, and we expect that the settlement date will occur within three business days after the expiration date. If the conversion offer is not completed, no such conversion will occur, no payments will be made and we will return your shares of Series A preferred stock. We must waive or satisfy all conditions to the conversion offer on or prior to the expiration date to accept any shares of Series A preferred stock for conversion in the conversion offer.

How does the consideration I will receive if I convert my shares of Series A preferred stock in the conversion offer compare to the payments I would receive on the shares of Series A preferred stock if I do not convert now?

          If you do not surrender shares of Series A preferred stock pursuant to the conversion offer, you will receive, when, as and if declared by our board of directors, dividend payments at an annual rate of 5.75% of the liquidation preference per share, accruing from the beginning of each relevant dividend period. Dividend payments are made quarterly in arrears on February 24, May 24, August 24 and November 24 of each year through November 24, 2013 or until such earlier time as they are converted into common stock or redeemed by us. See “Description of Our Series A Preferred Stock — Dividends.” You will also continue to have the right to convert your shares of Series A preferred stock into common stock in accordance with their terms, subject to our right, on or after November 24, 2008, to redeem all or any portion of the Series A preferred stock at 100% of the then liquidation preference per share, plus accrued, unpaid and accumulated dividends thereon. If you do not surrender your shares of Series A preferred stock in the conversion offer, you will not be entitled to receive any conversion consideration as part of the conversion offer.

          If, however, you participate in the conversion offer, for each share of Series A preferred stock converted pursuant to such offer, you will receive the number of shares of common stock and the cash conversion consideration described above in “— What will I receive in the conversion offer if I surrender my shares of Series A preferred stock for conversion and they are accepted?”

How will you finance payment of the cash portion of the conversion consideration?

          Assuming full participation, we estimate that we will need approximately $17.6 million in cash to complete the conversion offer, including the payment of the cash portion of the conversion consideration and all estimated fees and expenses incurred in connection with the conversion offer. We currently intend to pay the cash needed to complete the conversion offer with amounts borrowed under our senior secured credit facility.

What other rights will I lose if I convert my shares of Series A preferred stock in the conversion offer?

          If you validly surrender your shares of Series A preferred stock and we accept them for conversion, you would lose the rights of a holder of Series A preferred stock, which are described in “Comparison of Rights Between the Series A Preferred Stock and Our Common Stock.” For example, you would lose the right to receive quarterly dividends, when, if and as declared by the board of directors. You would also lose the right to receive, out of our assets available for distribution to our stockholders and before any distribution is made to the holders of stock ranking junior to the Series A preferred stock (including common stock), a liquidation preference in the amount of $50.00 per share of Series A preferred stock, plus accumulated and unpaid dividends, upon our voluntary or involuntary liquidation, winding up or dissolution.

Will I be entitled to receive any dividend that may be paid on the Series A preferred stock on the November 24, 2005 dividend payment date if I surrender my Series A preferred stock in the conversion offer prior to November 24th?

          Yes, assuming you held your shares of Series A preferred stock as of October 31, 2005, the record date for the November 24, 2005 dividend. Because the conversion offer will remain open until

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December 9, 2005, if you validly surrender your shares of Series A preferred stock in the conversion offer prior to November 24, 2005 and we accept them for conversion, you will still retain the right to receive a cash payment of the dividend on the Series A preferred stock that we declared and will pay with respect to the November 24, 2005 dividend payment date.

May I convert only a portion of the shares of Series A preferred stock that I hold?

          Yes. You do not have to convert all of your shares of Series A preferred stock to participate in the conversion offer.

If the conversion offer is consummated and I do not participate in the conversion offer or I do not convert all of my shares of Series A preferred stock in the conversion offer, how will my rights and obligations under my remaining outstanding shares of Series A preferred stock be affected?

          The terms of your shares of Series A preferred stock, if any, that remain outstanding after the consummation of the conversion offer will not change as a result of the conversion offer.

What do you intend to do with the shares of Series A preferred stock that are converted in the conversion offer?

          Shares of Series A preferred stock accepted for conversion by us in the conversion offer will be retired and cancelled.

Are you making a recommendation regarding whether I should participate in the conversion offer?

          We are not making any recommendation regarding whether you should convert or refrain from converting your shares of Series A preferred stock in the conversion offer. Accordingly, you must make your own determination as to whether to convert your shares of Series A preferred stock in the conversion offer and, if so, the number of shares of Series A preferred stock to convert. Before making your decision, we urge you to carefully read this conversion offer prospectus in its entirety, including the information set forth in the section of this conversion offer prospectus entitled “Risk Factors,” and the other documents incorporated by reference in this conversion offer prospectus.

Will the common stock to be issued in the conversion offer be freely tradable?

          Yes. The shares of our common stock to be issued in the conversion offer have been approved for listing on the New York Stock Exchange under the symbol “BGC.” Generally, the common stock you receive in the conversion offer will be freely tradable, unless you are considered an “affiliate” of ours, as that term is defined in the Securities Act. For more information regarding the market for our common stock, see the section of this conversion offer prospectus entitled “Market for Our Common Stock and Series A Preferred Stock.”

What are the conditions to the conversion offer?

          The conversion offer is conditioned upon:

• the effectiveness of the registration statement of which this conversion offer prospectus forms a part; and

• the other closing conditions described in “The Conversion Offer — Conditions to the Conversion Offer.”

          The conversion offer is not conditioned upon any minimum number of shares of Series A preferred stock being surrendered for conversion. We may waive certain conditions of this conversion offer. If any of the conditions are not satisfied or waived, we will not complete the conversion offer. For more information regarding the conditions to the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Conditions to the Conversion Offer.”

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How will fluctuations in the trading price of our common stock affect the consideration offered to holders of shares of Series A preferred stock?

          Our common stock is traded on the New York Stock Exchange under the symbol “BGC.” The last reported sale price of our common stock on November 29, 2005 was $17.28 per share. At present, each share of Series A preferred stock is immediately convertible into 4.998 shares of our common stock, which is equivalent to a conversion price of $10.004 per share.

          We are offering to convert each share of Series A preferred stock into 4.998 shares of common stock, subject to adjustment and less fractional shares, plus a cash premium payment of $7.88 per share. If the market price of our common stock declines, the then market value of the fixed portion of the shares of common stock you will receive in the conversion of your shares of Series A preferred stock will also decline. However, neither the number of shares of common stock nor the cash payment you would receive in the conversion offer will vary based on the trading price of our common stock. The trading price of our common stock could fluctuate depending upon any number of factors, including those specific to us and those that influence the trading prices of equity securities generally. See “Risk Factors — Risks Related to the Conversion Offer — The market price and value of our common stock may fluctuate, and reductions in the price of our common stock could make the Series A preferred stock a less attractive investment.”

When does the conversion offer expire?

          The conversion offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless extended or earlier terminated by us.

Under what circumstances can the conversion offer be extended, amended or terminated?

          We reserve the right to extend the conversion offer for any reason at all. We also expressly reserve the right, at any time or from time to time, to amend the terms of the conversion offer in any respect prior to the expiration date of the conversion offer. Further, we may be required by law to extend the conversion offer if we make a material change in the terms of the conversion offer or in the information contained in this conversion offer prospectus or waive a material condition to the conversion offer. During any extension of the conversion offer, shares of Series A preferred stock that were previously surrendered for conversion and not validly withdrawn will remain subject to the conversion offer. We reserve the right, in our sole and absolute discretion, to terminate the conversion offer, at any time prior to the expiration date of the conversion offer if any condition to the conversion offer is not met, other than the financing conditions (which have already been satisfied) and the requirement that the registration statement of which this conversion offer prospectus forms a part is declared effective by the SEC. If the conversion offer is terminated, no shares of Series A preferred stock will be accepted for conversion and any shares of Series A preferred stock that have been surrendered for conversion will be returned to the holder promptly after the termination. For more information regarding our right to extend, amend or terminate the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Expiration Date and Amendments.”

How will I be notified if the conversion offer is extended, amended or terminated?

          If the conversion offer is extended, amended or terminated, we will promptly make a public announcement by issuing a press release, with the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date of the conversion offer. For more information regarding notification of extensions, amendments or the termination of the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Expiration Date and Amendments.”

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What risks should I consider in deciding whether or not to convert my Series A preferred stock?

          In deciding whether to participate in the conversion offer, you should carefully consider the discussion of risks and uncertainties affecting our business, the Series A preferred stock and our common stock that are described in the section of this conversion offer prospectus entitled “Risk Factors,” and the documents incorporated by reference in this conversion offer prospectus.

What are the material U.S. federal income tax considerations of my participating in the conversion offer?

          Blank Rome LLP, our legal counsel, has provided a legal opinion concerning the tax treatment of the conversion offer for U.S. federal income tax purposes. For more details, please see the section of this conversion offer prospectus entitled “Material U.S. Federal Income Tax Considerations.” You should consult your own tax advisor for a full understanding of the tax considerations of participating in the conversion offer.

How will the conversion offer affect the trading market for the shares of Series A preferred stock that are not exchanged?

          The Series A preferred stock is not listed on any national securities exchange and there is no established trading market for these shares. A substantial majority of the shares of Series A preferred stock are traded over-the-counter, and the remainder of these shares are traded on the PORTAL system of the National Association of Securities Dealers, Inc. If a sufficiently large number of shares of Series A preferred stock do not remain outstanding after the conversion offer, the trading market for the remaining outstanding shares of Series A preferred stock may become even less liquid and more sporadic, and market prices may fluctuate significantly depending on the volume of trading in shares of Series A preferred stock. In such an event, your ability to sell your shares of Series A preferred stock not surrendered in the conversion offer may be impaired. See “Risk Factors — Risks Related to the Conversion Offer — You may have difficulty selling the Series A preferred stock that you do not convert.”

Are your financial condition and results of operations relevant to my decision to convert my shares as part of the conversion offer?

          Yes. The price of our common stock and the Series A preferred stock are closely linked to our financial condition and results of operations. For information about the accounting treatment of the conversion offer, see the section of this conversion offer prospectus entitled “The Conversion Offer — Accounting Treatment.”

Will you receive any cash proceeds from the conversion offer?

          No. We will not receive any cash proceeds from the conversion offer.

How do I convert my shares of Series A preferred stock in the conversion offer?

          If you beneficially own shares of Series A preferred stock that are held in the name of a broker or other nominee and wish to convert such shares of Series A preferred stock, you should promptly instruct your broker or other nominee to convert on your behalf. To convert shares of Series A preferred stock, Mellon Investor Services LLC, the conversion agent, must receive, prior to the expiration date of the conversion offer:

• either

• the certificates representing such shares of Series A preferred stock and a duly executed and completed letter of transmittal, or

• in the case of book-entry transfer, a timely confirmation of book-entry transfer of such shares of Series A preferred stock, and

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• either

• a properly completed and executed letter of transmittal, or

• a properly transmitted agent’s message through the automated tender offer program, or ATOP, of The Depository Trust Company, which we refer to in this conversion offer prospectus as the “depositary” or “DTC,” according to the procedure for book-entry transfer described in this conversion offer prospectus.

          For more information regarding the procedures for converting your shares of Series A preferred stock, see the section of this conversion offer prospectus entitled “The Conversion Offer — Procedures for Converting Shares of Series A Preferred Stock in the Conversion Offer.”

What happens if some or all of my shares of Series A preferred stock are not accepted for conversion?

          If we decide for any reason not to accept some or all of your shares of Series A preferred stock, the shares of Series A preferred stock not accepted by us will be returned to you, at our expense, promptly after the expiration or termination of the conversion offer by book entry transfer into the conversion agent’s account at DTC. DTC will credit any validly withdrawn or unaccepted shares of Series A preferred stock to your account at DTC. For more information, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

Until when may I withdraw shares of Series A preferred stock previously surrendered for conversion?

          If not previously returned, you may withdraw shares of Series A preferred stock that were previously surrendered for conversion at any time until the conversion offer has expired. In addition, you may withdraw any shares of Series A preferred stock that you surrender that are not accepted for conversion by us after the expiration of 40 business days from November 9, 2005, if such shares have not been previously returned to you. For more information, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

How do I withdraw shares of Series A preferred stock previously surrendered for conversion?

          To withdraw shares of Series A preferred stock previously surrendered for conversion, you must either give written notice of withdrawal which must be received by the conversion agent on or before the expiration date, or, in the case of book-entry transfer, you must comply with the appropriate procedures of DTC’s automated tender offer program. For more information regarding the procedures for withdrawing these shares, see the section of this conversion offer prospectus entitled “The Conversion Offer — Withdrawal Rights.”

Will I have to pay any fees or commissions if I convert my shares of Series A preferred stock in this conversion offer?

          If your shares of Series A preferred stock are held through a broker or other nominee who surrenders the Series A preferred stock on your behalf (other than those surrendered through the dealer manager), your broker may charge you a commission for doing so. You should consult with your broker or nominee to determine whether any charges will apply. Otherwise, you will not be required to pay any fees or commissions to us, the dealer manager, the conversion agent or the information agent in connection with the conversion offer.

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With whom may I talk if I have questions about the conversion offer?

          If you have questions regarding the conversion offer, please contact the dealer manager, Merrill Lynch & Co. You may call Merrill Lynch toll-free at (888) 654-8637 or collect at (212) 449-4914. If you have questions regarding the procedures for converting your shares of Series A preferred stock in the conversion offer, please contact Mellon Investor Services LLC, the conversion agent, toll-free at (800) 685-4258. If you require additional conversion offer materials, please contact D.F. King & Co., Inc., the information agent, at (212) 269-5550. You may also write to any of these entities at one of their respective addresses set forth on the back cover of this conversion offer prospectus.

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THE CONVERSION OFFER

Purpose and Effect

          The purposes of the conversion offer are to induce the conversion to common stock of any and all of the outstanding shares of Series A preferred stock to reduce our ongoing fixed dividend obligations and to improve the trading liquidity of our common stock by increasing the number of outstanding shares of common stock available for trading. The conversion offer allows current holders of shares of our Series A preferred stock to convert such shares into the right to receive a cash premium payment of $7.88 per share, subject to adjustment, plus accrued, unpaid and accumulated dividends thereupon, in addition to the shares of common stock that they would receive upon conversion of the Series A preferred stock. Any shares of Series A preferred stock that are converted in the conversion offer will be cancelled and retired.

Terms of the Conversion Offer

          Pursuant to the terms of the conversion offer, including the terms or conditions of any extension or amendment of the conversion offer, we will accept for conversion, and promptly convert pursuant to the terms of the Series A preferred stock and will pay the conversion consideration described below in respect of, all shares of Series A preferred stock validly surrendered for conversion pursuant to the conversion offer and not validly withdrawn (or, if withdrawn, validly re-surrendered after such withdrawal). We will make this payment by depositing with the conversion agent the conversion consideration in immediately available funds promptly after the expiration date. The conversion agent will act as agent for converting holders for the purpose of receiving payment from us and transmitting such payment to the converting holders. Under no circumstances will interest be paid on the conversion consideration in the event of any delay on behalf of the conversion agent in making payment.

          For each share of Series A preferred stock you validly surrender as part of the conversion offer and we accept for conversion, you will receive:

• a cash premium payment equal to $7.88, subject to adjustment;

• 4.998 shares of our common stock, which is equal to the number of shares that you would otherwise receive upon conversion of a share of Series A preferred stock, subject to adjustment as provided in the terms of the Series A preferred stock and less any fractional shares; and

• an amount in cash equal to the accrued but unpaid and accumulated dividends on each share of Series A preferred stock from and after November 24, 2005, the last dividend payment date prior to the expiration date of the conversion offer, up to, but not including, the settlement date.

          We are not required to issue fractional shares of common stock upon conversion of the Series A preferred stock in the conversion offer. Instead, we will pay a cash adjustment for all fractional shares based upon the market price of the common stock on the second business day before the settlement date of the conversion.

          For example, assuming that a holder owns 100 shares of Series A preferred stock and all of the holder’s shares are accepted for conversion in the conversion offer at the present conversion ratio of 4.998, the holder would be entitled to receive 499.8 shares of common stock, which is equal to 100 shares of Series A preferred stock multiplied by the conversion ratio of 4.998. However, the fractional shares would be paid in cash rather than stock. If the closing price of a share of our common stock on the second business day prior to the conversion offer settlement date is $17.28, the holder would receive 499 shares of common stock plus, as payment for the fractional shares, $13.82 in cash ($17.28 per share on the determination date multiplied by 0.8 of a share of common stock).

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          Assuming that all of the 2,069,907 outstanding shares of Series A preferred stock are converted into common stock pursuant to the conversion offer, we estimate that the total amount of cash needed to complete the conversion offer, including the payment of all related fees and expenses, will be approximately $17.6 million. We will need to borrow substantially all of this cash under our senior secured credit facility. See “— Conditions to the Conversion Offer — Financing Conditions.” We currently have no alternative plan of conducting the conversion offer if we are unable to borrow under our senior secured credit facility the cash necessary to complete it. Other than such repayments of principal or interest as may be required pursuant to the terms of the senior secured credit facility, we have no present plans or arrangements to finance or repay any amounts borrowed in connection with the conversion offer.

          Subject to Rule 14e-1(c) of the Securities Exchange Act of 1934, as amended, we reserve the right in our sole discretion and at any time to delay acceptance for conversion of, or payment of conversion consideration in respect of, shares of Series A preferred stock for such time as may be needed to obtain any required governmental regulatory approvals. See “— Conditions to the Conversion Offer.” In all cases, the conversion agent will make payment to holders of Series A preferred stock or beneficial owners of the conversion consideration for such shares surrendered for conversion pursuant to the conversion offer only after the conversion agent has received, prior to the expiration date:

• either of the following:

          (1) certificates representing the shares of Series A preferred stock to be converted in the conversion offer; or

          (2) timely confirmation of a book-entry transfer of the shares of Series A preferred stock into the conversion’s agent account at DTC pursuant to the procedures set forth in this section; and

• either of the following:

          (1) a properly completed and duly executed letter of transmittal, together with any other forms, signatures, guarantees, documents or information that may be required thereby; or

          (2) a properly transmitted agent’s message through ATOP.

          For purposes of this conversion offer, shares of Series A preferred stock surrendered for conversion will only be deemed to have been accepted for conversion and payment of conversion consideration if, as and when we give proper notice of such acceptance to the conversion agent.

          Converting holders will not be obligated to pay brokerage fees or commissions to the dealer manager, the information agent, the conversion agent or us. Converting holders will not be required to pay transfer taxes on the payment of the conversion consideration, except as provided in the letter of transmittal.

Expiration Date and Amendments

          The conversion offer will expire at 5:00 p.m., New York City time, on Friday, December 9, 2005, unless we, in our sole discretion, extend the conversion offer, in which case the term “expiration date” means the latest date and time to which we extend the conversion offer. In any event, the conversion offer will be open for at least 20 full business days.

          We also may extend the conversion offer or amend or terminate the conversion offer if any of the conditions described below under “— Conditions to the Conversion Offer” have not been satisfied or waived prior to the expiration date by giving proper notice to the conversion agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion and at any time, to amend the terms of the conversion offer in any manner permitted or not prohibited by applicable law. We will notify you as promptly as practicable of any extension, amendment or termination in accordance with applicable law. We will also file an amendment to the registration statement of which this conversion offer prospectus is a part with respect to any fundamental change in the conversion offer.

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          If we determine to extend the conversion offer, then we will notify the conversion agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension, all shares of Series A preferred stock previously surrendered for conversion will remain subject to the conversion offer and may be accepted for conversion by us, except that surrendered shares may be validly withdrawn after the expiration date if the shares of Series A preferred stock have not been accepted for conversion after the expiration of 40 business days from November 9, 2005. Any shares of Series A preferred stock not accepted for conversion for any reason will be returned without expense to the surrendering holder promptly after the expiration or termination of the conversion offer.

Procedures for Surrendering Shares of Series A Preferred Stock for Conversion

Submission of Shares of Series A Preferred Stock

          The submission of shares of Series A preferred stock for conversion as described below and our acceptance of such shares will constitute a binding agreement between the converting holder and us upon the terms and conditions described in this conversion offer prospectus and in the accompanying letter of transmittal. Except as described below, a converting holder who wishes to submit shares of Series A preferred stock for conversion in response to the conversion offer must deliver the shares, together with a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the conversion agent at the address listed on the back cover page of this conversion offer prospectus prior to 5:00 p.m., New York City time, on Friday, December 9, 2005. All shares not converted in response to the conversion offer will be returned to the submitting holder at our expense as promptly as practicable following the expiration date.

          THE METHOD OF DELIVERY OF SHARES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

          There are no guaranteed delivery procedures in connection with this conversion offer.

Book-Entry Delivery Procedures

          Any financial institution that is a participant in DTC may make book-entry delivery of the shares of Series A preferred stock by causing DTC to transfer such shares into the conversion agent’s account in accordance with that facility’s procedures for the transfer. In connection with a book-entry transfer, a letter of transmittal need not be transmitted to the conversion agent, as long as the book-entry transfer procedure is complied with prior to 5:00 p.m., New York City time, on the expiration date and an agent’s message (as defined below) is received by the conversion agent prior to 5:00 p.m., New York City time, on the expiration date. The term “agent’s message” means a message, transmitted by DTC to, and received by, the conversion agent, which states that (1) DTC has received an express acknowledgement from the participant in DTC submitting shares of Series A preferred stock for conversion, (2) the participant has received and agrees to be bound by the terms of the letter of transmittal and (3) we may enforce the agreement against the participant.

Signatures and Signature Guarantees

          Each signature on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, unless the shares surrendered for conversion with that letter of transmittal are submitted (1) by a registered holder of the shares who has not completed either the box entitled “Special Conversion Instructions” or the box entitled “Special Delivery Instructions” in the letter of transmittal, or

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(2) for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, each known as an eligible institution. In the event that a signature on a letter of transmittal or a notice of withdrawal, as the case may be, is required to be guaranteed, the guarantee must be by an eligible institution. If the letter of transmittal is signed by a person other than the registered holder of the shares, the shares surrendered for conversion must either (1) be endorsed by the registered holder, with the signature guaranteed by an eligible institution, or (2) be accompanied by a stock power, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder, with the signature guaranteed by an eligible institution. The term “registered holder” as used in this paragraph with respect to the shares of Series A preferred stock means any person in whose name such shares are registered on the books of the transfer agent and registrar for the shares.

          If any letter of transmittal, endorsement, stock power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, corporation or other person acting in a fiduciary or representative capacity, the signatory should so indicate when signing, and, unless waived by us, submit proper evidence of the person’s authority to so act, which evidence must be satisfactory to us in our sole discretion.

Beneficial Owners

          Any beneficial owner of the shares of Series A preferred stock whose shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to submit shares for conversion in the conversion offer should contact the broker, dealer, commercial bank, trust company or other nominee promptly and instruct it to have the registered holder submit such shares for conversion on the beneficial owner’s behalf. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

Backup Withholding

          To prevent U.S. federal income tax backup withholding, each converting holder of Series A preferred stock that is a U.S. person generally must provide the conversion agent with the holder’s correct taxpayer identification number and certify that the holder is not subject to U.S. federal income tax backup withholding by completing the Form W-9 provided with the letter of transmittal. Each converting holder of shares that is not a U.S. person generally must provide the conversion agent with an applicable Form W-8, certifying that the holder is not a U.S. person and is not subject to U.S. federal income tax backup withholding. For a discussion of the material U.S. federal income tax considerations relating to backup withholding, see “Material U.S. Federal Income Tax Considerations.”

Determination of Validity

          We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any shares of Series A preferred stock surrendered for conversion pursuant to any of the procedures described above in our sole discretion, and this determination will be final and binding. We reserve the absolute right to reject any and all surrenders of any shares that we determine not to be in proper form or if our acceptance for conversion of, or payment of conversion consideration in respect of, such shares may, in our opinion or the opinion of our counsel, be unlawful. We also reserve the absolute right, in our sole discretion, to waive any of the conditions of the conversion offer or any defect or irregularity in any surrender with respect to any holder’s shares, whether or not similar defects or irregularities are waived in the case of other holders. Our interpretation of the terms and conditions of the conversion offer and the documents delivered in connection therewith will be final and binding. Neither we, nor the conversion agent, the dealer manager, the information agent, nor any other person, will be under any duty to give notification of any defects or irregularities in surrenders or will incur any liability for failure to give any such notification. If we waive our right to reject a defective surrender, the holder will be entitled to the conversion consideration.

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Withdrawal Rights

          You may withdraw your submission of shares of Series A preferred stock for conversion at any time before the conversion offer expires. In addition, you may withdraw any previously surrendered shares of Series A preferred stock that are not accepted for conversion by us after the expiration of 40 business days from November 9, 2005, if such shares have not been previously returned to you.

          For a withdrawal to be effective, the conversion agent must receive a written or facsimile notice of withdrawal at its address listed on the back cover of this conversion offer prospectus. A facsimile transmission notice of withdrawal that is received prior to receipt of a surrender of shares sent by mail and postmarked prior to the date of the facsimile transmission of withdrawal will be treated as a withdrawn surrender. The notice of withdrawal must:

• specify the name of the person who surrendered the shares to be withdrawn;

• identify the shares to be withdrawn, including the number of shares and certificate number, or, in the case of shares surrendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC and the letter of transmittal;

• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which those shares were surrendered, including any required signature guarantee, or be accompanied by documents of transfer and properly completed irrevocable proxies sufficient to permit our transfer agent to register the transfer of those shares into the name of the depositor withdrawing the surrender; and

• if certificates for shares have been transmitted, specify the name in which shares are registered if different from that of the withdrawing holder.

          If you have delivered or otherwise identified to the conversion agent the certificates for shares of Series A preferred stock, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible guarantor institution, unless the holder is an eligible guarantor institution.

          We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any shares so withdrawn will be deemed not to have been validly surrendered for purposes of the conversion offer. We will return any shares that have been surrendered but that are not converted for any reason to the holder, without cost, promptly after withdrawal, rejection of surrender or termination of the conversion offer. In the case of shares surrendered by book-entry transfer into the conversion agent’s account at DTC, the shares will be credited to an account maintained with DTC for the shares. You may re-surrender properly withdrawn shares by following one of the procedures described under “— Procedures for Surrendering Shares of Series A Preferred Stock for Conversion” at any time on or before the expiration date.

Conditions to the Conversion Offer

Financing Conditions

          Notwithstanding any other provision of the conversion offer, our obligation to accept shares of Series A preferred stock surrendered for conversion and to pay the related conversion consideration, are subject to and conditioned upon our ability to obtain an amendment to our existing senior secured credit facility to permit us to effect the conversion offer. This amendment was required to complete the conversion offer because the terms of our senior secured credit facility prohibited us from paying cash upon the conversion of our Series A preferred stock. On November 23, 2005, we amended the terms of our senior secured credit facility to permit us to effect the conversion offer and to borrow sufficient funds to pay the cash portion of the conversion consideration and the costs and expenses of this conversion offer, and thus we have satisfied this financing condition.

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          Our obligation to accept shares of Series A preferred stock surrendered for conversion and to pay the related conversion consideration was also conditioned upon our ability to borrow, before 5:00 p.m., New York City time, on the expiration date, on terms and conditions satisfactory to us, sufficient funds under this facility to pay the cash portion of the conversion consideration and the costs and expenses of this conversion offer. As a result of obtaining the amendment to our senior secured credit facility described above, this condition has also been satisfied.

General Conditions

          Notwithstanding any other term of the conversion offer, we will not be required to accept for conversion or to convert shares of Series A preferred stock if we have not obtained all governmental regulatory approvals required to consummate the conversion offer. In addition to the other conditions described above, we will not be required to complete the conversion offer if:

• the registration statement of which this conversion offer prospectus forms a part has not been declared effective by the SEC;

• except as to holders who are or may be affiliates of us, the shares of common stock to be received will not be tradable by the holder without restriction under the Securities Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the conversion offer, or the making of any conversion by a holder of shares, would violate any applicable law, regulation or interpretation of the staff of the SEC;

• any action or proceeding is instituted or threatened in any court or by or before any governmental, regulatory or administrative agency or instrumentality or by any other person in connection with the conversion offer which, in our judgment:

• is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; or

• would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality, that, in our sole judgment:

• is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects; or

• would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• there shall have occurred or be likely to occur any event affecting our business or financial affairs that, in our sole judgment, would or might prohibit, prevent, restrict or delay consummation of the conversion offer;

• there has occurred:

• any general suspension of, or limitation on prices for, trading in securities in the U.S. securities or financial markets;

• any significant adverse change in the price of the Series A preferred stock or the common stock;

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• a material impairment in the trading market for securities;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or other financial markets;

• any limitation that, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions;

• a commencement or escalation of war or armed hostilities or other national or international calamity directly or indirectly involving the United States; or

• in the case of any of the foregoing in existence on the date of this conversion offer prospectus, a material acceleration or worsening thereof.

          The conditions described in this section are for our sole benefit and we may assert them prior to the expiration date regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part prior to the expiration date, except as to the financing conditions and the requirement that the registration statement be declared effective by the SEC, which conditions we will not waive. If we waive any waivable conditions, the waiver will apply to all holders of Series A preferred stock who submit their shares for conversion in the conversion offer and we will continue the conversion offer for at least five business days after the waiver. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time.

          We will not accept for conversion any shares of Series A preferred stock surrendered, and will not issue common stock in conversion for any surrendered shares of Series A preferred stock, if at that time a stop order is threatened or in effect with respect to the registration statement of which this conversion offer prospectus forms a part.

          For conditions that are based upon the occurrence of an event, we will determine whether the event has in fact occurred. For conditions that require a legal conclusion or analysis, we may seek and rely upon the advice of our legal counsel to determine whether that condition has been satisfied. For conditions that are subject to our sole discretion or judgment, our management or board of directors (or a committee thereof) will make a good faith determination as to whether the condition is satisfied based upon an assessment of the facts, circumstances and other information known by us at the time the decision is to be made, and we may, but are not obligated to, seek the advice, approval or consent of any other person. At present, we have not made a decision as to what circumstances would lead us to waive any condition and any such waiver would depend on all of the facts and circumstances prevailing at the time of the waiver. Any determination made by us concerning the events described in this section will be final and binding upon all affected persons.

Resales of Common Stock Received Pursuant to the Conversion Offer

          Assuming that the registration statement of which this conversion offer prospectus forms a part is declared effective by the SEC, common stock received by holders of Series A preferred stock pursuant to this conversion offer may be offered for resale, resold and otherwise transferred without further registration under the Securities Act and without delivery of a prospectus meeting the requirements of Section 10 of the Securities Act if the holder is not our “affiliate” within the meaning of Rule 144(a)(1) under the Securities Act. Any holder who is our affiliate at the time of the conversion must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resales, unless such sale or transfer is made pursuant to an exemption from such requirements and the requirements under applicable state securities laws.

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Consequences of Failure to Convert Series A Preferred Stock in the Conversion Offer

          Holders who desire to convert their shares of Series A preferred stock into common stock in the conversion offer should allow sufficient time to ensure timely delivery. Neither we nor the conversion agent is under any duty to give notification of defects or irregularities with respect to the requests for conversion.

          Shares of Series A preferred stock that are not converted or are submitted for conversion but not accepted will, following the consummation of the conversion offer, continue to be subject to the provisions in our amended and restated certificate of incorporation regarding the transfer and exchange of the shares of Series A preferred stock and the existing restrictions on transfer set forth in the legend on the shares of Series A preferred stock and in the offering memorandum, dated November 24, 2003, relating to the issuance of such shares. In general, shares of Series A preferred stock, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We are presently obligated to keep a registration statement under the Securities Act effective with respect to resales of the Series A preferred stock and shares of common stock underlying such stock. However, we are only required to keep such registration statement effective until the earlier of November 24, 2005 or the date on which all shares of Series A preferred stock and the common stock underlying such shares have been sold under such registration statement, and there is no guarantee that we will keep this registration statement effective either before or after such time.

          Shares of Series A preferred stock that are not converted in the conversion offer will remain outstanding and continue to accrue dividends and will be entitled to the rights and benefits their holders have under the certificate of designations relating to the shares of Series A preferred stock. Holders of the Series A preferred stock that remain outstanding after consummation of the conversion offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the certificate of designations.

Accounting Treatment

          We are offering to pay a cash premium to holders of our Series A preferred stock who elect to convert their shares of Series A preferred stock into shares of our common stock in the conversion offer. The difference between the fair value of the consideration transferred to holders of the Series A preferred stock that convert their shares in the conversion offer and the fair value of common stock issuable pursuant to the original conversion terms, will be subtracted from net income to arrive at net income available to common shareholders and will affect the calculation of earnings per common share in the current period. The fees and expenses we incur in connection with the conversion offer will be recorded as a reduction of shareholders’ equity.

Appraisal Rights

          None of our stockholders will have any appraisal rights with respect to the conversion offer.

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MARKET FOR OUR COMMON STOCK AND SERIES A PREFERRED STOCK

          Our common stock is listed on the New York Stock Exchange under the symbol “BGC.” Our Series A preferred stock is not traded or quoted on an established trading market, although a substantial majority of the shares of Series A preferred stock are traded over-the-counter, with the remainder of these shares being traded on the PORTAL^SM system of The NASDAQ Stock Market, Inc. The following table sets forth the high and low sales price on the New York Stock Exchange and dividends declared per share of our common stock and the high and low bid prices on the over-the-counter market and dividends declared for the Series A preferred stock during the periods shown. The over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	Common Stock						Series A Preferred Stock
	High		Low		Dividends		High		Low		Dividends
Year Ended December 31, 2004:
First Fiscal Quarter	$	9.19	$	6.87	$	—	$	62.50	$	45.00	$	0.72
Second Fiscal Quarter		8.77		6.79		—		59.72		45.00		0.72
Third Fiscal Quarter		11.14		7.95		—		66.81		51.00		0.72
Fourth Fiscal Quarter		14.10		9.59		—		79.25		59.00		0.72
Year Ended December 31, 2005:
First Fiscal Quarter	$	13.86	$	11.10		—	$	78.00	$	65.00	$	0.72
Second Fiscal Quarter		15.10		11.41		—		83.00		66.00		0.72
Third Fiscal Quarter		17.25		14.20		—		92.00		80.00		0.72
Fourth Fiscal Quarter (through November 29, 2005)		17.90		14.66		—		94.88		87.38		0.72

          On November 29, 2005, the closing sale price of our common stock, as reported by the New York Stock Exchange, was $17.28 per share. On that date, there were approximately 2,188 holders of record of our common stock. We believe that as of October 17, 2005, there were approximately 14,711 beneficial owners of our common stock.

          On November 29, 2005, the average of the closing bid and asked price of the Series A preferred stock on the over-the-counter market was $94.38 per share. DTC is the sole holder of record of the Series A preferred stock. As of November 29, 2005, we believe there were approximately 130 beneficial owners of our Series A preferred stock.

          We paid a $0.05 per share dividend on our common stock each quarter beginning in the fourth quarter of 1997 and through the third quarter of 2002. In October 2002, as a result of an amendment to our then existing credit facility, our board of directors suspended the payment of the quarterly cash dividends on our common stock. The future payment of dividends on our common stock is subject to the discretion of our board of directors, restrictions under our outstanding Series A preferred stock, restrictions under our senior secured credit facility and the indenture governing our senior notes and the requirements of Delaware General Corporation Law and will depend upon general business conditions, our financial performance and other factors our board of directors may consider relevant. We do not expect to pay cash dividends on our common stock in the foreseeable future.

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COMPARISON OF RIGHTS BETWEEN THE SERIES A PREFERRED STOCK AND

OUR COMMON STOCK

          The following describes the material differences between the rights of holders of the shares of Series A preferred stock and holders of shares of our common stock. While we believe that the description covers the material differences between the shares of Series A preferred stock and our common stock, this summary may not contain all of the information that is important to you. You should carefully read this entire conversion offer prospectus and the other documents we refer to and that are incorporated herein by reference for a more complete understanding of the differences between being a holder of shares of Series A preferred stock and a holder of shares of our common stock.

Governing Document

          As a holder of Series A preferred stock, your rights currently are set forth in, and you may enforce your rights under, the Delaware General Corporation Law and our amended and restated certificate of incorporation and amended and restated by-laws, including the certificate of designations with respect to the Series A preferred stock. After completion of the conversion offer, holders of Series A preferred stock who receive shares of our common stock in the conversion offer will have their rights set forth in, and may enforce their rights under, the Delaware General Corporation Law and our amended and restated certificate of incorporation and amended and restated by-laws.

Dividends

          Holders of Series A preferred stock are entitled to receive, when, and if declared by our board of directors out of funds legally available for payment, cumulative quarterly dividends, as described in the section of this conversion offer prospectus entitled “Description of Our Series A Preferred Stock — Dividends.” Holders of shares of our common stock are entitled to receive ratable dividends as declared by our board of directors from time to time at its sole discretion, out of funds legally available for such purpose.

Liquidation Preference

          In the event of our winding-up or dissolution, each holder of Series A preferred stock is entitled to receive and be paid out of our assets available for distribution to our stockholders, before any payment or distribution is made to holders of junior stock, including our common stock, a liquidation preference in the amount of $50.00 per share of Series A preferred stock, plus accumulated and unpaid dividends. In addition, the Series A preferred stock ranks senior to the common stock with respect to the payment of any dividends. Dividend payments to holders of common stock, if declared by our board of directors, will not be made until all required dividend payments are made to the holders of our outstanding preferred stock, including the Series A preferred stock.

Ranking

          In any liquidation, dissolution or winding up of our company, our common stock would rank junior to all outstanding preferred stock, including the Series A preferred stock. As a result, holders of our common stock will not be entitled to receive any payment or other distribution of assets upon the liquidation or dissolution until after our obligations to our debt holders and holders of Series A preferred stock have been satisfied.

Conversion Rights

          Each share of Series A preferred stock is convertible at the holder’s option at any time into 4.998 shares of common stock, subject to certain adjustments as described under “Description of Our Series A Preferred Stock — Conversion Rights — Adjustments to the Conversion Price.” Holders of our shares of common stock have no conversion rights.

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Mandatory Conversion

          If fewer than 103,500 shares of the Series A preferred stock remain outstanding, we may, on or after November 24, 2008, cause all of such stock to be automatically converted upon the terms described under “Description of Our Series A Preferred Stock — Conversion at Our Option.”

Redemption

          We may not redeem any shares of the Series A preferred stock at any time before November 24, 2008. We will be obligated to redeem all outstanding shares of Series A preferred stock on November 24, 2013. The prices, terms and conditions of redemption are described under “Description of Our Series A Preferred Stock — Optional Redemption” and “Description of Our Series A Preferred Stock — Mandatory Redemption.” Holders of our shares of common stock have no redemption rights.

Listing

          The Series A preferred stock was first issued on November 24, 2003 and is not listed or traded on an established trading market, although a substantial majority of the shares of Series A preferred stock are traded over-the-counter, with the remainder of these shares being traded on the PORTAL system of the National Association of Securities Dealers, Inc. Our common stock is listed and traded on the New York Stock Exchange under the symbol “BGC.”

Voting Rights

          Holders of our Series A preferred stock are not entitled to vote on any matters except as required by law and as described under “Description of Our Series A Preferred Stock — Voting Rights.” Holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, other than matters solely affecting any series of preference securities.

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USE OF PROCEEDS

          We will not receive any cash proceeds from the conversion offer.

CAPITALIZATION

          The following table sets forth our capitalization as of September 30, 2005:

• on an actual basis; and

• as adjusted to reflect the conversion offer described under the section entitled “The Conversion Offer,” as if the conversion offer had occurred as of September 30, 2005.

          This table should be read in conjunction with “Selected Historical Financial Information” appearing elsewhere in this conversion offer prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, including all related notes, incorporated by reference in this conversion offer prospectus. See “Incorporation of Certain Documents by Reference.”

					As of September 30, 2005
					Actual			As Adjusted
					(unaudited, in millions)
Cash and cash equivalents					$	51.3		$	51.3
Debt(1):
	Senior secured credit facility(2)					55.4			73.0
	Senior notes due 2010					285.0			285.0
	Other debt					11.9			11.9
				Total debt	$	352.3		$	369.9
Shareholders’ equity:
		Preferred stock, $0.01 par value; 25,000,000 shares authorized:
			Series A redeemable convertible preferred stock, $50.00 liquidation preference per share; 2,070,000 authorized; issued and outstanding shares: 2,069,907 actual; no shares as adjusted(3)		$	103.5		$	—
		Common stock, $0.01 par value; 75,000,000 shares authorized; issued and outstanding shares: 39,740,591 actual; 50,085,986 as adjusted (net of 4,968,755 treasury shares actual and as adjusted)(4)				0.4			0.5
		Additional paid-in capital				148.5			250.9
		Treasury stock				(52.2	)		(52.2	)
		Retained earnings				107.4			90.8
		Accumulated other comprehensive income				3.1			3.1
		Other shareholders’ equity				(5.6	)		(5.6	)
				Total shareholders’ equity		305.1			287.5
				Total capitalization	$	657.4		$	657.4

(1)	Debt does not include approximately $1.0 million of off-balance sheet debt related to the sale of accounts receivable by one of our international operations.
(2)	Excludes $34.4 million of letters of credit outstanding under the senior secured credit facility.

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(3)	The as adjusted amount assumes that all outstanding shares of Series A preferred stock are converted into common stock in connection with this conversion offer.
(4)	Excludes an aggregate of 3.2 million shares of common stock issuable upon the exercise of outstanding stock options.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

          The following table sets forth our consolidated ratio of earnings to combined fixed charges and preferred dividends for each of the periods indicated. The ratio of earnings to combined fixed charges and preferred dividends is the same as the ratio of earnings to fixed charges in the years ended December 31, 2000, 2001 and 2002 as we did not have any preferred stock outstanding in those periods.

          For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of pretax income from continuing operations before income taxes and combined fixed charges and preferred dividends. Combined fixed charges and preferred dividends include:

• interest expense, whether expensed or capitalized;

• amortization of debt issuance cost;

• the portion of rent expense representative of the interest factor; and

• the amount of pretax earnings required to cover preferred stock dividends and any accretion in the carrying value of the preferred stock.

											Nine Fiscal
	Year Ended December 31,										Months Ended
											September 30,
	2000		2001		2002		2003		2004		2005
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends(1)		—		2.1x		—		—		1.2x		1.8x

(1)  For the years ended December 31, 2000, 2002 and 2003, earnings were insufficient to cover combined fixed charges and preferred dividends by $28.9 million, $27.6 million and $2.1 million, respectively.

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SELECTED HISTORICAL FINANCIAL INFORMATION

          The selected historical financial information for the years ended and as of December 31, 2000, 2001, 2002, 2003 and 2004 were derived from our audited consolidated financial statements. The selected historical financial information for the nine fiscal months ended October 1, 2004 and September 30, 2005 and as of September 30, 2005 were derived from unaudited consolidated financial statements which, in the opinion of our management, include all normal recurring adjustments necessary for a fair presentation of the results for the unaudited interim periods. The following selected historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto that are incorporated by reference in this conversion offer prospectus to our Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005.

          The unaudited pro forma financial information for the nine fiscal months ended and as of September 30, 2005 has been prepared to illustrate the estimated effect of the conversion on our unaudited financial information. The unaudited pro forma statement of operations data and balance sheet data set forth below give pro forma effect to the following transactions as if each had occurred as of January 1, 2005 and September 30, 2005, respectively:

• the conversion of 2,069,907 shares of Series A preferred stock into 10,345,395 shares of common stock pursuant to the conversion offer; and

• the payment of $17.6 million, representing the cash conversion consideration to be paid to holders of Series A preferred stock and the estimated fees and expenses related to the conversion offer, funded from additional borrowings under our senior secured credit facility.

          We have included the aggregate cash conversion consideration of $16.6 million in our unaudited pro forma statement of operations data set forth below. The interest expense on the additional borrowings under our senior secured credit facility has been computed using our actual borrowing rate on that facility for the nine fiscal months ended September 30, 2005, and the income tax effect of such additional borrowings has been computed at our estimated effective tax rate. Furthermore, the historical payment of dividends on our Series A preferred stock for the nine fiscal months ended September 30, 2005 has been eliminated in the pro forma financial information.

          The pro forma financial information below does not purport to be indicative of our results of operations or financial condition that would have actually been obtained had such transactions been completed as of the assumed date and for the period presented, or which may be obtained in the future. The pro forma adjustments described above are based upon available information and we have made certain assumptions that our management believes are reasonable. This pro forma financial information should be read together with our condensed consolidated financial statements and the notes thereto and the section of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which has been incorporated by reference into this conversion offer prospectus. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

          In August 2000, we sold certain businesses acquired from BICC plc consisting primarily of the operations in the United Kingdom, Italy and Africa and a joint venture interest in Malaysia to Pirelli Cavi e Sistemi S.p.A. The financial data presented below contain those operations sold to Pirelli during 2000 up through the date of sale.

          In September 2000, we acquired Telmag S.A. de C.V., a Mexico-based manufacturer of telecommunications cables. The financial data presented below include the results of operations of this business after the closing date.

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          In March 2001, we sold our Pyrotenax business unit to Raychem HTS Canada, Inc. The results of operations of this business are included in the financial data presented below for the periods prior to the closing date.

          In September 2001, we announced our decision to exit the consumer cordsets business. In October 2001, we sold substantially all of the manufacturing assets and inventory of our building wire business to Southwire Company. The results of operations of these businesses are included in the financial data presented below for the periods prior to the closing date. Beginning in the third quarter of 2001, we have reported the building wire and cordsets segment as discontinued operations for financial reporting purposes. Administrative expenses formerly allocated to this segment are now reported in the continuing operations segments. Prior periods have been restated to reflect this change.

																								Pro Forma
																		Nine Fiscal Months Ended
																								Nine Fiscal
			Year Ended December 31,																					Months Ended
																		October 1,			September 30,			September 30,
			2000(1)			2001(1)			2002			2003			2004			2004			2005			2005
																		(unaudited)			(unaudited)			(unaudited)
Statement of Operations Data:
(in millions)
	Net sales:
		Energy	$	733.6		$	521.8		$	516.0		$	560.2		$	705.7		$	520.4		$	622.2		$	622.2
		Industrial & specialty		796.7			537.6			499.4			542.4			734.3			561.6			650.7			650.7
		Communications		631.8			592.0			438.5			435.8			530.7			403.4			490.4			490.4
Total net sales				2,162.1			1,651.4			1,453.9			1,538.4			1,970.7			1,485.4			1,763.3			1,763.3
Cost of sales				1,870.4			1,410.7			1,287.3			1,365.0			1,756.0			1,326.0			1,564.7			1,564.7
Gross profit				291.7			240.7			166.6			173.4			214.7			159.4			198.6			198.6
Selling, general and administrative expenses				257.6			136.4			150.9			127.7			158.2			115.9			129.1			129.1
Operating income				34.1			104.3			15.7			45.7			56.5			43.5			69.5			69.5
Other income (expense)				—			8.1			—			1.5			(1.2	)		(0.9	)		—			—
Interest expense, net				(59.8	)		(43.9	)		(42.6	)		(43.1	)		(35.9	)		(27.3	)		(28.9	)		(29.5	)
Other financial costs				(3.3	)		(10.4	)		(1.1	)		(6.0	)		—			—			—			—
Income (loss) before taxes				(29.0	)		58.1			(28.0	)		(1.9	)		19.4			15.3			40.6			40.0
Income tax benefit (provision)				10.3			(20.6	)		9.9			(2.9	)		18.1			(4.6	)		(15.6	)		(15.4	)
Income (loss) from continuing operations				(18.7	)		37.5			(18.1	)		(4.8	)		37.5			10.7			25.0			24.6
Income (loss) from discontinued operations				(7.7	)		(6.8	)		—			—			—			—			—			—
Income (loss) on disposal of discontinued operations				—			(32.7	)		(5.9	)		—			0.4			—			—			—
Net income (loss)			$	(26.4	)	$	(2.0	)	$	(24.0	)	$	(4.8	)	$	37.9		$	10.7		$	25.0		$	24.6
Less: Series A preferred stock dividends				—			—			—			(0.6	)		(6.0	)		(4.5	)		(4.5	)		(16.6	)
Net income (loss) applicable to common shareholders			$	(26.4	)	$	(2.0	)	$	(24.0	)	$	(5.4	)	$	31.9		$	6.2		$	20.5		$	8.0

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																						Pro Forma
																Nine Fiscal Months Ended
																						Nine Fiscal
	Year Ended December 31,																					Months Ended
																October 1,			September 30,			September 30,
	2000(1)			2001(1)			2002			2003			2004			2004			2005			2005
																(unaudited)			(unaudited)			(unaudited)
Per Share Data:
(in millions, except per share data)
Earnings (loss) of continuing operations per common share	$	(0.56	)	$	1.14		$	(0.55	)	$	(0.16	)	$	0.81		$	0.16		$	0.52		$	0.16
Earnings (loss) of continuing operations per common share — assuming dilution	$	(0.56	)	$	1.13		$	(0.55	)	$	(0.16	)	$	0.75		$	0.16		$	0.49		$	0.16
Earnings (loss) of discontinued operations per common share	$	(0.23	)	$	(1.20	)	$	(0.18	)	$	—		$	0.01			—			—			—
Earnings (loss) of discontinued operations per common share — assuming dilution	$	(0.23	)	$	(1.19	)	$	(0.18	)	$	—		$	0.01			—			—			—
Earnings (loss) per common share	$	(0.79	)	$	(0.06	)	$	(0.73	)	$	(0.16	)	$	0.82		$	0.16		$	0.52		$	0.16
Earnings (loss) per common share — assuming dilution	$	(0.79	)	$	(0.06	)	$	(0.73	)	$	(0.16	)	$	0.75		$	0.16		$	0.49		$	0.16
Weighted average shares outstanding		33.6			32.8			33.0			33.6			39.0			39.2			39.5			49.8
Weighted average shares outstanding — assuming dilution		33.6			33.1			33.0			33.6			50.3			39.9			50.9			50.9
Dividends per common share	$	0.20		$	0.20		$	0.15		$	—		$	—		$	—			—			—
Other Data:
(in millions, except ratio and metals data)
Depreciation and amortization	$	56.0		$	35.0		$	30.6		$	33.4		$	35.4		$	27.3		$	43.6		$	43.6
Capital expenditures	$	(56.0	)	$	(54.9	)	$	(31.4	)	$	(19.1	)	$	(37.0	)	$	(24.1	)	$	(25.7	)	$	(25.7	)
Ratio of earnings to combined fixed charges and preferred dividends(2)		—			2.1	x		—			—			1.2	x		1.2	x		1.8	x		1.3	x
Average daily COMEX price per pound of copper cathode	$	0.84		$	0.73		$	0.72		$	0.81		$	1.29		$	1.25		$	1.57		$	1.57
Average daily selling price per pound of aluminum rod	$	0.75		$	0.69		$	0.65		$	0.69		$	0.85		$	0.83		$	0.90		$	0.90

	December 31,										September 30, 2005
	2000		2001		2002		2003		2004		Actual		Pro Forma
											(unaudited)		(unaudited)
Balance Sheet Data:
(in millions, except per share data)
Cash and cash equivalents	$	21.2	$	16.6	$	29.1	$	25.1	$	36.4	$	51.3	$	51.3
Working capital(3)		375.3		169.9		150.8		236.6		298.0		300.5		300.5
Property, plant and equipment, net		379.4		320.9		323.3		333.3		356.0		328.1		328.1
Total assets		1,319.2		1,005.3		973.3		1,049.5		1,220.8		1,266.9		1,266.9
Total debt(4)		642.6		460.4		451.9		340.4		374.9		352.3		369.9
Net debt(4)(5)		621.4		443.8		422.8		315.3		338.5		301.0		318.6
Shareholders’ equity		128.5		104.9		60.9		240.1		301.4		305.1		287.5
Book value per share		—		—		—		—		—		7.69		5.74

(1)  As of January 1, 2001, we changed our accounting method for non-North American metal inventories from the FIFO method to the LIFO method. The impact of the change was an increase in operating income of $4.1 million, or $0.08 of earnings per share, on both a basic and a diluted basis during 2001. As of January 1, 2000, we changed our accounting method for our North American non-metal inventories from the FIFO method to the LIFO method. The impact of the change was an increase in

45

	operating income of $6.4 million, or $0.12 of earnings per share, on both a basic and diluted basis, during 2000.
(2)	For purposes of calculating the ratio of earnings to combined fixed charges and preferred dividends, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; (iii) the portion of rental expense representative of the interest factor; and (iv) the amount of pretax earnings required to cover preferred stock dividends and an accretion in the carrying value of the preferred stock. For the years ended December 31, 2000, 2002 and 2003, earnings were insufficient to cover fixed charges by $28.9 million, $27.6 million and $2.1 million, respectively.
(3)	Working capital means current assets less current liabilities.
(4)	Excludes off-balance sheet borrowings of $67.8 million at December 31, 2001, $48.5 million at December 31, 2002 and $1.0 million at September 30, 2005. There were no off-balance sheet borrowings as of December 31, 2000, 2003 and 2004.
(5)	Net debt means our total debt less cash and cash equivalents.

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DESCRIPTION OF OUR SERIES A PREFERRED STOCK

          The following section is a summary of the material provisions of the certificate of designations and does not restate the certificate of designations in its entirety. We urge you to read the certificate of designations with respect to our Series A preferred stock because it, and not this description, defines the rights as holders of the Series A preferred stock. Copies of the certificate of designations are available as set forth under “Where You Can Find More Information.”

          As used in this description, references to “we,” “us,” “our” or “General Cable” mean General Cable Corporation and do not include any current or future subsidiary of General Cable Corporation.

General

          Our amended and restated certificate of incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock without the approval of the holders of our common stock, in one or more series, from time to time, with each such series to have such designation, powers, preferences and rights as may be determined by our board of directors. The Series A preferred stock constitutes a series of these shares of preferred stock.

          The Series A preferred stock constitutes a single series consisting of 2,070,000 shares, of which 2,069,907 shares are outstanding as of November 29, 2005. The holders of the Series A preferred stock have no preemptive rights. The shares of Series A preferred stock were validly issued, fully paid and nonassessable.

Ranking

          The Series A preferred stock ranks, with respect to dividend rights and rights upon liquidation, winding-up or dissolution:

• junior to all our existing and future liabilities, whether or not for borrowed money;

• junior to “senior stock,” which is each class or series of our capital stock the terms of which expressly provide that such class or series will rank senior to the Series A preferred stock;

• on a parity with “parity stock,” which is any other class or series of our capital stock that has terms which expressly provide that such class or series will rank on a parity with the Series A preferred stock;

• senior to “junior stock,” which is our common stock, and each other class or series of our capital stock that has terms which do not expressly provide that such class or series will rank senior to or on a parity with the Series A preferred stock; and

• effectively junior to all of our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others.

          Without the consent of the holders of at least two-thirds of the shares of Series A preferred stock outstanding, we will not be entitled to issue shares of or increase the authorized number of shares of any class or series of capital stock that ranks senior to the Series A preferred stock with respect to the payment of dividends and distributions upon liquidation, winding-up or dissolution, including, without limitation, any class or series of capital stock, other than parity stock or junior stock, that pays cumulative dividends.

          Except as set forth in the preceding paragraph, we may, without the consent of the holders of the shares of Series A preferred stock, authorize, create (by way of reclassification or otherwise) or issue parity or junior stock or any obligation or security convertible or exchangeable into, or evidencing a right to purchase, shares of any class or series of parity or junior stock.

          The terms “junior stock,” “parity stock” and “senior stock” include warrants, rights, calls or options exercisable for or convertible into that type of stock.

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Dividends

General

          The holders of Series A preferred stock are entitled to receive dividends at the rate of 5.75% per annum on the liquidation preference per share of Series A preferred stock. The rights of the holders of Series A preferred stock to receive dividend payments is subject to the rights of any holders of senior stock and parity stock.

          The dividend rate will increase under the circumstances described below under “— Unpaid Dividends” and “— Registration Rights.” All references to dividends or to a dividend rate shall be deemed to reflect such increase if such increase is applicable.

          Holders of Series A preferred stock will not have any right to receive dividends that we may declare on our common stock. The right to receive dividends declared on our common stock will be realized only after conversion of such holder’s shares of Series A preferred stock into shares of our common stock.

Dividend Payment Dates

          Dividends are payable in arrears on February 24, May 24, August 24 and November 24 of each year. If any of those dates is not a business day, then dividends will be payable on the next succeeding business day. Dividends will accrue from the last dividend payment date. Dividends will be payable to holders of record as they appear in our stock records at the close of business on January 31, April 30, July 31 and October 31 of each year. Dividends payable on the Series A preferred stock for any period other than a full quarterly period will be computed on the basis of a 360-day year consisting of twelve 30-day months.

          We are obligated to pay a dividend on the Series A preferred stock only when, as and if our board of directors or an authorized committee of our board of directors declares the dividend payable and we have assets that legally can be used to pay the dividend.

Form of Payment

          Dividends are payable, at our option, in cash, in shares of our common stock or any combination thereof. In order to pay dividends in shares of our common stock, we must deliver to the transfer agent for the Series A preferred stock a number of shares of our common stock that, when sold by the transfer agent on the holders’ behalf, will result in net cash proceeds to be distributed to the holders of the Series A preferred stock in an amount equal to the cash dividends otherwise payable. To pay dividends in this manner, we must provide the transfer agent with a registration statement permitting the immediate sale of the shares of common stock in the public market. We cannot assure you that we will be able to timely file, cause to be declared effective or keep effective any such registration statement. In addition, in order to pay dividends in shares of our common stock, we may need to obtain the approval of our stockholders under the rules of The New York Stock Exchange. We will use all commercially reasonable efforts to obtain such approval if we determine that such approval is necessary. We cannot assure you that we will be able to obtain such approval from our stockholders.

          Our senior secured credit facility and the indenture governing our senior notes limit our ability to pay cash dividends on shares of the Series A preferred stock. See “Risk Factors — Risks Related to the Conversion Offer — Our ability to pay dividends on our preferred stock and our common stock is limited.” If we are unable to pay dividends in cash on a dividend payment date because such payment is not then permitted by our credit facilities, the indenture with respect to our senior notes or any other agreement, or such payment would be contrary to applicable law or our amended and restated certificate of incorporation or amended and restated by-laws, then we will use our reasonable best efforts to file and cause to be declared effective the registration statement required to permit us to pay dividends in shares of our common stock.

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          If we pay dividends in shares of our common stock by delivering them to the transfer agent, those shares will be owned beneficially by the holders of the Series A preferred stock upon delivery to the transfer agent, and the transfer agent will hold those shares and the net cash proceeds from the sale of those shares for the exclusive benefit of the holders.

Dividends Cumulative

          Dividends on the Series A preferred stock will be cumulative. This means that if our board of directors or an authorized committee of our board of directors fails to declare a dividend to be payable on a dividend payment date, the dividend will accumulate on that dividend payment date until declared and paid or will be forfeited upon conversion (except under the circumstances described under “— Conversion Rights — General”).

Unpaid Dividends

          If we do not pay dividends in full on the Series A preferred stock on more than six dividend payment dates, whether or not consecutive, the per annum dividend rate will be deemed to have increased by 2% on the date following the sixth such dividend payment date. Once all accrued and unpaid or accumulated dividends have been paid in full, the dividend rate will return to the rate in effect before such increase. If, following any such payment in full, we again do not pay dividends in full on any dividend payment date, the per annum dividend rate will be deemed to have increased by 2% on the date following the last dividend payment date through which all accrued and unpaid or accumulated dividends have been paid in full and will return to the rate in effect before such increase only after all accrued and unpaid or accumulated dividends through the latest dividend payment date have been paid in full.

          Except as set forth in the preceding paragraph, we are not obligated to pay holders of the Series A preferred stock any interest or sum of money in lieu of interest on any dividend not paid on a dividend payment date or any other late payment. We are also not obligated to pay holders of the Series A preferred stock any dividend in excess of the full dividends on the Series A preferred stock that are payable as described above.

          If our board of directors or an authorized committee of our board of directors does not declare a dividend for any dividend payment date, the board of directors or an authorized committee of our board of directors may declare and pay the dividend on any subsequent date, whether or not a dividend payment date. The persons entitled to receive the dividend in such case will be holders of the Series A preferred stock as they appear on our stock register on a date selected by the board of directors or an authorized committee of our board of directors. That date must not (a) precede the date our board of directors or an authorized committee of our board of directors declares the dividend payable and (b) be more than 60 days prior to that dividend payment date.

Payment Restrictions

          If we do not pay a dividend on a dividend payment date, then, until all accumulated dividends have been declared and paid or declared and set apart for payment:

• we may not take any of the following actions with respect to any of our junior stock:

• declare or pay any dividend or make any distribution of assets on any junior stock, except that we may pay dividends in shares of our junior stock and pay cash in lieu of fractional shares in connection with any such dividend; or

• redeem, purchase or otherwise acquire any junior stock, except that (i) we may redeem, repurchase or otherwise acquire junior stock upon conversion or exchange of such junior stock for other junior stock and pay cash in lieu of fractional shares in connection with any such conversion or exchange and (ii) we may make repurchases of our capital stock deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof and repurchases of capital stock

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deemed to occur upon the withholding of a portion of the capital stock issued, granted or awarded to one of our directors, officers or employees to pay for the taxes payable by such director, officer or employee upon such issuance, grant or award in order to satisfy, in whole or in part, withholding tax requirements in connection with the exercise of such options, in accordance with the provisions of an option or rights plan or program of ours, in each case as in effect on the date the Series A preferred stock is first issued, or any other plan substantially similar thereto; and

• we may not take any of the following actions with respect to any of our parity stock:

• declare or pay any dividend or make any distribution of assets on any parity stock, except that we may pay dividends on parity stock provided that the total funds available to be paid be divided among the Series A preferred stock and such parity stock on a pro rata basis in proportion to the aggregate amount of dividends accrued and unpaid or accumulated thereon; or

• we may not redeem, purchase or otherwise acquire any of our parity stock, except that we may redeem, purchase or otherwise acquire parity stock upon conversion or exchange of such parity stock for our junior stock or other parity stock and pay cash in lieu of fractional shares in connection with any such conversion or exchange, so long as, in the case of such other parity stock, (i) such other parity stock contains terms and conditions (including, without limitation, with respect to the payment of dividends, dividend rates, liquidation preferences, voting and representation rights, payment restrictions, antidilution rights, change of control rights, covenants, remedies and conversion and redemption rights) that are not materially less favorable, taken as a whole, to us or to the holders of our Series A preferred stock than those contained in the parity stock that is converted into or exchanged for such other parity stock, (ii) the aggregate amount of the liquidation preference of such other parity stock does not exceed the aggregate amount of the liquidation preference, plus accrued and unpaid or accumulated dividends, of the parity stock that is converted into or exchanged for such other parity stock and (iii) the aggregate number of shares of our common stock issuable upon conversion, redemption or exchange of such other parity stock does not exceed the aggregate number of shares of our common stock issuable upon conversion, redemption or exchange of the parity stock that is converted into or exchanged for such other parity stock.

Optional Redemption

          We may not redeem any shares of Series A preferred stock at any time before November 24, 2008. At any time or from time to time thereafter, we will have the option to redeem all or any outstanding shares of Series A preferred stock, out of funds legally available for such payment, upon not less than 30 nor more than 60 days’ prior notice, in cash at the redemption prices specified below, plus an amount in cash equal to all accrued and unpaid or accumulated dividends from, and including, the immediately preceding dividend payment date to, but excluding, the redemption date, during the 12-month period commencing on November 24 of each of the years set forth below:

2008	$	51.4375
2009	$	51.1500
2010	$	50.8625
2011	$	50.5750
2012, until the day prior to mandatory redemption	$	50.2875

          In the event of a partial redemption of the Series A preferred stock, the shares to be redeemed will be selected on a pro rata basis, except that we may redeem all shares of Series A preferred stock held

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by any holder of fewer than 10 shares (or all shares of Series A preferred stock owned by any holder who would hold fewer than 10 shares as a result of such redemption), as determined by us.

          Our senior secured credit facility prohibits us from redeeming the Series A preferred stock at our option so long as that facility is outstanding. The indenture for our senior notes limits our ability to redeem the Series A preferred stock, and future debt agreements may also contain restrictions or prohibitions.

Mandatory Redemption

          We will be obligated to redeem all outstanding shares of Series A preferred stock on November 24, 2013, out of funds legally available for such payment, at a redemption price equal to the liquidation preference thereof, plus all accrued and unpaid or accumulated dividends.

Form of Payment of Mandatory Redemption Price

          We may, at our option, elect to pay the redemption price in cash or in shares of our common stock at a discount of 5% from the market price of our common stock (i.e., valued at 95% of the market price of our common stock), or any combination thereof. We may pay such redemption price, whether in cash or in shares of our common stock, only if we have funds legally available for such payment and may pay such redemption price in shares of our common stock only if such shares are eligible for immediate sale in the public market either (i) by non-affiliates of ours absent a registration statement or (ii) pursuant to a registration statement that has become effective.

          We will be required to give notice to all holders and beneficial owners as required by applicable law, on a date not less than 10 business days prior to the redemption date stating among other things:

• whether we will pay the redemption price of the Series A preferred stock in cash or shares of our common stock or any combination thereof and specifying the percentages of each;

• if we elect to pay in shares of our common stock, the method of calculating the market price of such common stock, as described under “General Provisions Concerning Mandatory Redemption with Shares of Common Stock” below; and

• the procedures that must be followed in connection with the redemption.

General Provisions Concerning Mandatory Redemption with Shares of Common Stock

          We will notify the holders of the Series A preferred stock upon the determination of the actual number of shares of our common stock deliverable upon any redemption of the Series A preferred stock no later than two business days prior to the redemption date.

          Our right to redeem Series A preferred stock with shares of common stock is subject to our satisfying various conditions, including:

• the listing of such shares of common stock on the principal U.S. securities exchange on which our common stock is then listed or, if not so listed, on The NASDAQ National Market;

• the registration of the common stock under the Securities Act and the Exchange Act, if required; and

• any necessary qualification or registration under applicable state securities law or the availability of an exemption from such qualification and registration.

          If such conditions are not satisfied with respect to a holder prior to the close of business on any redemption date, we will be required to pay the redemption price of such holder’s shares of Series A preferred stock entirely in cash. We may not change the form or components or percentages of components of consideration to be paid for the shares of Series A preferred stock once we have given any

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notice that we are required to give to holders of the Series A preferred stock, except as described in the first sentence of this paragraph.

          The “market price” of our common stock means the average of the sale prices of our common stock for the five trading day period ending on the third business day prior to the redemption date (if the third business day prior to the redemption date is a trading day or, if not, then on the last trading day prior to the third business day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on the redemption date, of any event that would result in an adjustment to the conversion price of the Series A preferred stock, as described below under “— Conversion Rights — Adjustments to the Conversion Price.”

          The sale price of our common stock on any trading day means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that trading day as reported in composite transactions for the principal U.S. securities exchange on which our common stock is traded or, if our common stock is not listed on a U.S. national or regional securities exchange, as reported by The NASDAQ National Market.

          A trading day means each day on which the securities exchange or quotation system that is used to determine the sale price is open for trading or quotation.

          Because the market price of our common stock is determined prior to the redemption date, holders of the Series A preferred stock bear the market risk with respect to the value of our common stock to be received from the date the market price is determined to the redemption date. We may pay the redemption price or any portion of the redemption price in shares of our common stock only if the information necessary to calculate the market price is publicly available.

General Provisions Concerning the Redemption of Series A Preferred Stock

          Payment of the redemption price for shares of Series A preferred stock is conditioned upon book-entry transfer of the Series A preferred stock or physical delivery of certificates representing the Series A preferred stock, together with necessary endorsements, to the transfer agent at any time after delivery of the redemption notice. Payment of the redemption price for the Series A preferred stock will be made promptly following the later of the redemption date and the time of book-entry transfer of or physical delivery of the Series A preferred stock.

          If DTC and the transfer agent hold money or securities sufficient to pay the redemption price of Series A preferred stock on the redemption date for shares delivered for redemption in accordance with the terms of the certificate of designations, then the dividends will cease to accrue. At such time, all rights as a holder of shares of Series A preferred stock shall terminate, other than the right to receive the redemption price upon delivery of certificates representing the Series A preferred stock.

Liquidation Preference

          Upon our voluntary or involuntary liquidation, dissolution or winding-up, each holder of shares of Series A preferred stock will be entitled to payment, out of our assets legally available for distribution, of an amount equal to the liquidation preference per share of Series A preferred stock held by that holder, plus an amount equal to all accrued and unpaid and accumulated dividends on those shares to but excluding the date of liquidation, dissolution or winding-up, before any distribution is made on any junior stock, including our common stock. After payment in full of the liquidation preference and the amount equal to all accrued and unpaid and accumulated dividends to which holders of shares of Series A preferred stock are entitled, the holders will not be entitled to any further participation in any distribution of our assets. If, upon our voluntary or involuntary liquidation, dissolution or winding-up, the amounts payable with respect to shares of Series A preferred stock and all other parity stock are not paid in full, the holders of shares of Series A preferred stock and the holders of the parity stock will share equally and

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ratably in any distribution of our assets in proportion to the full liquidation preference and the amount equal to all accrued and unpaid and accumulated dividends to which each such holder is entitled.

          Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of our property or assets nor our consolidation, merger or amalgamation with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into us will be deemed to be our voluntary or involuntary liquidation, dissolution or winding-up.

Conversion Rights

General

          Each share of Series A preferred stock is convertible at any time at the option of the holder, unless previously redeemed or repurchased, into fully paid and nonassessable shares of our common stock at a current conversion price of $10.004 per share, adjusted as provided under “— Adjustments to the Conversion Price.” The number of shares of common stock deliverable upon conversion of a share of Series A preferred stock, commonly referred to as the “conversion rate,” is currently 4.998, which represents the liquidation preference divided by the current conversion price. The conversion rate will be adjusted as a result of any adjustment to the conversion price.

          A holder of shares of Series A preferred stock may convert any or all of those shares by surrendering to us at our principal office or at the office of the transfer agent, as may be designated by our board of directors, the certificate or certificates for those shares of Series A preferred stock accompanied by a written notice stating that the holder elects to convert all or a specified whole number of those shares in accordance with the provisions of the certificate of designations and specifying the name or names in which the holder wishes the certificate or certificates for shares of common stock to be issued. In case the notice specifies a name or names other than that of the holder, the notice must be accompanied by payment of all transfer taxes payable upon the issuance of shares of common stock in that name or names. Other than those taxes, we will pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of common stock upon conversion of shares of the Series A preferred stock. As promptly as practicable after the surrender of that certificate or certificates and the receipt of the notice relating to the conversion and payment of all required transfer taxes, if any, or the demonstration to our satisfaction that those taxes have been paid, we will deliver or cause to be delivered (a) certificates representing the number of validly issued, fully paid and nonassessable full shares of our common stock to which the holder, or the holder’s transferee, of shares of Series A preferred stock being converted will be entitled and (b) if less than the full number of shares of Series A preferred stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by the surrendered certificate or certificates less the number of shares being converted. This conversion will be deemed to have been made at the close of business on the date of giving the notice and of surrendering the certificate or certificates representing the shares of Series A preferred stock to be converted so that the rights of the holder thereof as to the shares being converted will cease except for the right to receive shares of common stock and accrued and unpaid dividends with respect to the shares of Series A preferred stock being converted, and the person entitled to receive the shares of common stock will be treated for all purposes as having become the record holder of those shares of common stock at that time.

          If a holder of shares of Series A preferred stock exercises conversion rights (other than in connection with this conversion offer), upon delivery of the shares for conversion, those shares will cease to accrue dividends as of the end of the day immediately preceding the date of conversion. Except as set forth in the last sentence of this paragraph, holders of shares of Series A preferred stock who convert their shares into common stock (other than in connection with this conversion offer) will not be entitled to, nor will the conversion price or conversion rate be adjusted for, any accrued and unpaid or accumulated dividends. As a result of the foregoing, shares of Series A preferred stock surrendered for conversion during the period between the close of business on any dividend record date and the opening of business

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on the corresponding dividend payment date (other than in connection with this conversion offer) must be accompanied by payment of an amount equal to the dividend declared and payable on such shares on such dividend payment date. Notwithstanding the foregoing, a holder of shares of Series A preferred stock whose shares are converted after we have given a notice of redemption will continue to be entitled to receive all accrued and unpaid and accumulated dividends, and those dividends will be payable by us as and when, those dividends are paid to any holders or, if none, on the date which would have been the next succeeding dividend payment date had there been any holders or at a later time when we believe we have adequate available capital under applicable law to make such a payment.

          Notwithstanding the foregoing, any holder of shares of Series A preferred stock who validly surrendered such shares for conversion in the conversion offer (where such shares were held by such holder as of October 31, 2005) will retain the right to receive a cash payment of the dividend on the shares of Series A preferred stock we declared and will pay with respect to the November 24, 2005 dividend payment date.

          In case any shares of Series A preferred stock are to be redeemed, the right to convert those shares of Series A preferred stock will terminate at the close of business on the business day immediately preceding the date fixed for redemption unless we default in the payment of the redemption price of those shares.

          We will at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of Series A preferred stock a number of our authorized but unissued shares of common stock that will from time to time be sufficient to permit the conversion of all outstanding shares of Series A preferred stock. Before the delivery of any securities that we will be obligated to deliver upon conversion of the Series A preferred stock, we will comply with all applicable federal and state laws and regulations which require action to be taken by us. All shares of common stock delivered upon conversion of the Series A preferred stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

Conversion at Our Option

          If fewer than 103,500 shares of Series A preferred stock remain outstanding, we may, at any time on or after November 24, 2008, at our option, cause all, but not less than all, of such Series A preferred stock to be automatically converted into that number of shares of common stock equal to the liquidation preference thereof plus all accrued and unpaid or accumulated dividends divided by the lesser of (i) the conversion price and (ii) the market price of our common stock. We will notify each of the holders of the Series A preferred stock by mail of such a conversion pursuant to this paragraph. Such notice shall specify the date of such conversion pursuant to this paragraph, which will not be less than 30 days nor more than 60 days after the date of such notice.

Adjustments to the Conversion Price

          The conversion price is subject to adjustment from time to time as follows:

(1)  Stock splits and combinations. In case we, at any time or from time to time after the issuance date of the shares of Series A preferred stock:

• subdivide or split the outstanding shares of our common stock;

• combine or reclassify the outstanding shares of our common stock into a smaller number of shares; or

• issue by reclassification of the shares of our common stock any shares of our capital stock,

then, and in each such case, the conversion price in effect immediately prior to that event or the record date therefor, whichever is earlier, will be adjusted so that the holder of any shares of Series A preferred stock thereafter surrendered for conversion will be entitled to receive

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the number of shares of our common stock or of our other securities which the holder would have owned or have been entitled to receive after the occurrence of any of the events described above had those shares of Series A preferred stock been surrendered for conversion immediately before the occurrence of that event or the record date therefor, whichever is earlier.

(2)

Stock dividends in common stock. In case we, at any time or from time to time after the issuance date of the Series A preferred stock, pay a dividend or make a distribution in shares of our common stock to all of the holders of our common stock, other than dividends or distributions of shares of common stock or other securities with respect to which adjustments are provided in paragraph (1) above, the conversion price will be adjusted by multiplying:

• the conversion price immediately prior to the record date fixed for the determination of stockholders entitled to receive the dividend or distribution by

• a fraction, the numerator of which will be the number of shares of common stock outstanding at the close of business on that record date and the denominator of which will be the sum of that number of shares and the total number of shares issued in that dividend or distribution.

(3)  Issuance of rights or warrants. In case we issue to all holders of our common stock rights or warrants entitling those holders to subscribe for or purchase our common stock at a price per share less than the current market price, the conversion price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive those rights or warrants will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the sum of the number of shares of our common stock outstanding at the close of business on that record date and the number of shares of common stock that the aggregate offering price of the total number of shares of our common stock offered for subscription or purchase would purchase at the current market price and the denominator of which is the sum of the number of shares of common stock outstanding at the close of business on that record date and the number of additional shares of our common stock so offered for subscription or purchase.

For purposes of this paragraph (3), the issuance of rights or warrants to subscribe for or purchase securities convertible into shares of our common stock will be deemed to be the issuance of rights or warrants to purchase shares of our common stock issuable upon conversion of those securities at an aggregate offering price equal to the sum of the aggregate offering price of those securities and the minimum aggregate amount, if any, payable upon exercise or conversion of those securities into shares of our common stock. This adjustment will be made successively whenever any such event occurs. The conversion rate will be adjusted back to the extent the rights are not subscribed for or purchased prior to their expiration or warrants are not exercised prior to their expiration. For purposes of this paragraph, the “current market price” of our common stock means the average of the closing sale prices of our common stock for the five consecutive trading days selected by our board of directors beginning not more than 10 trading days before, and ending not later than the date immediately preceding, the record date for the relevant event.

(4)

Distribution of indebtedness, securities or assets. In case we distribute to all holders of our common stock, whether by dividend or in a merger, amalgamation or consolidation or otherwise, evidences of indebtedness, shares of capital stock of any class or series, other securities, cash or assets (other than common stock, rights or warrants referred to in paragraph (3) above, a dividend or distribution payable exclusively in cash, shares of capital stock or similar equity interests in the case of a spin-off, as described in the next succeeding

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paragraph, and other than as a result of a fundamental change described in paragraph below), the conversion price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the current market price of our common stock and the denominator of which is the current market price of our common stock plus the fair market value, as determined by our board of directors, whose determination in good faith will be, conclusive, of the portion of those evidences of indebtedness, shares of capital stock, other securities, cash and assets so distributed applicable to one share of common stock.

This adjustment will be made successively whenever any such event occurs. For purposes of this paragraph, “current market price” of our common stock means the average of the closing sale prices of our common stock for the first 10 trading days from, and including, the first day that the common stock trades after such distribution has occurred.

In respect of a dividend or other distribution of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit, which we refer to as a spin-off, the conversion price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive that distribution will be decreased by multiplying:

• the conversion price by

• a fraction, the numerator of which is the current market price of our common stock and the denominator of which is the current market price of our common stock plus the fair market value, determined as described below, of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of common stock.

The adjustment to the conversion price under the preceding paragraph will occur at the earlier of:

• the 10th trading day from, and including, the completion date of the spin-off and

• the date of the completion of the initial public offering of the securities being distributed in the spin-off, if that initial public offering is effected simultaneously with the spin-off.

For purposes of this section, “initial public offering” means the first time securities of the same class or type as the securities being distributed in the spin-off are bona fide offered to the public for cash. In the event of a spin-off that is not effected simultaneously with an initial public offering of the securities being distributed in the spin-off, the fair market value of the securities to be distributed to holders of our common stock means the average of the closing sale prices of those securities over the first 10 trading days after the completion date of the spin-off. Also, for purposes of a spin-off, the current market price of our common stock means the average of the closing sale prices of our common stock over the first 10 trading days after the completion date of the spin-off.

If, however, an initial public offering of the securities being distributed in the spin-off is to be effected simultaneously with the spin-off, the fair market value of the securities being distributed in the spin-off means the initial public offering price, while the current market price of our common stock means the closing sale price of our common stock on the trading day on which the initial public offering price of the securities being distributed in the spin-off is determined.

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(5)

Fundamental changes. For purposes of this paragraph (5), the term fundamental change means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of our common stock are converted into or exchanged for stock, other securities, cash or assets. If a fundamental change occurs, the holder of each share of the Series A preferred stock outstanding immediately before that fundamental change occurred that remains outstanding after the fundamental change will have the right upon any subsequent conversion to receive, out of funds legally available, to the extent required by applicable law, the kind and amount of stock, other securities, cash and assets that the holder would have received if that share had been converted immediately prior to the fundamental change.

(6)

Self-tender. In case we or any of our subsidiaries engages in a tender or exchange offer for all or any portion of our common stock that will expire, and such tender or exchange offer, as amended upon the expiration thereof, will require the payment to stockholders of consideration per share of our common stock having a fair market value, as determined by the board of directors, whose determination in good faith will be conclusive, that, as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer, as such time may be amended (for purposes of this paragraph (6) only, the “expiration time”), exceeds the closing sale price per share of common stock as of the trading day next succeeding the expiration time, the conversion price shall be decreased so that it will equal the price determined by multiplying the conversion price in effect immediately prior to the expiration time by a fraction, the numerator of which will be the number of shares of common stock outstanding, including any tendered or exchanged shares, at the expiration time multiplied by the closing sale price per share of our common stock as of the trading day next succeeding the expiration time and the denominator of which will be the sum of:

• the fair market value, determined as described above, of the aggregate consideration payable to stockholders based on the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of all shares of common stock validly tendered or exchanged and not withdrawn as of the expiration time, the shares of common stock deemed so accepted, up to any such maximum, being referred to as the purchased shares; and

• the product of the number of shares of common stock outstanding, less any purchased shares, at the expiration time and the closing sale price per share of common stock as of the trading day next succeeding the expiration time;

such decrease to become effective as of the opening of business on the trading day next succeeding the expiration time. In the event that we are obligated to purchase shares of common stock pursuant to any such tender or exchange offer, but we are permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the conversion price will again be adjusted to be the conversion price that would then be in effect if such tender or exchange offer had not been made.

(7)

Cash dividend or distribution. In case we pay a dividend or make a distribution in cash on our common stock, the conversion price in effect immediately before the close of business on the day that the common stock trades ex-distribution will be adjusted upon conversion by multiplying:

• the conversion price by

• a fraction, the numerator of which will be the current market price of our common stock and the denominator of which is the current market price of our common stock plus the amount per share of such dividend or distribution.

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For the purpose of this paragraph, the “current market price” of our common stock means the average of the closing sale prices of our common stock for the period of five consecutive trading days after the common stock trades ex-distribution.

          Notwithstanding the foregoing, we will not be required to give effect to any adjustment in the conversion price unless and until the net effect of one or more adjustments, each of which will be carried forward until counted toward adjustment, will have resulted in a change of the conversion price by at least 1%, and when the cumulative net effect of more than one adjustment so determined will be to change the conversion price by at least 1%, that change in the conversion price will be given effect.

          In the event that, at any time as a result of the provisions of this section, the holders of shares of the Series A preferred stock upon subsequent conversion become entitled to receive any shares of our capital stock other than common stock, the number of those other shares so receivable upon conversion of shares of the Series A preferred stock will thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this section.

          There will be no adjustment to the conversion price in the case of the issuance of any shares of our stock in a merger, reorganization, acquisition, reclassification, recapitalization or other similar transaction except as provided in this section.

          We may, from time to time, reduce the conversion price by any amount for any period of time if the period is at least 20 days or any longer period required by law and if the reduction is irrevocable during the period, but the conversion price may not be less than the par value of our common stock. In any case in which this section requires that an adjustment as a result of any event become effective from and after a record date, we may elect to defer until after the occurrence of that event (a) issuing to the holder of any shares of the Series A preferred stock converted after that record date and before the occurrence of that event the additional shares of common stock issuable upon that conversion over and above the shares issuable on the basis of the conversion price in effect immediately before adjustment and (b) paying to that holder any amount in cash in lieu of a fractional share of common stock.

          We will be required, as soon as practicable following the occurrence of an event that requires or permits an adjustment in the conversion price, to provide written notice to the holders of shares of Series A preferred stock of the occurrence of that event. We will also be required to deliver a statement setting forth in reasonable detail the method by which the adjustment to the conversion price was determined and setting forth the revised conversion price.

          No fractional shares of common stock will be issued upon conversion of the Series A preferred stock. In lieu of any fractional share otherwise issuable in respect of the aggregate number of Series A preferred stock of any holder which are converted upon conversion at our option or any conversion at the option of holders, that holder will be entitled to receive an amount in cash equal to the same fraction of the closing price of shares of our common stock determined as of the second trading day immediately preceding the effective date of conversion.

          Our board of directors will have the power to resolve any ambiguity or, subject to applicable law, correct any error in this section, and its action in so doing will be final and conclusive.

Voting Rights

          Holders of the Series A preferred stock are not entitled to any voting rights except as required by law and as set forth below.

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          So long as any shares of Series A preferred stock remain outstanding, we shall not, without the consent of the holders of at least two-thirds of the shares of Series A preferred stock outstanding at the time:

• issue shares of or increase the authorized number of shares of any senior stock; or

• amend our amended and restated certificate of incorporation or the resolutions contained in the certificate of designations, whether by merger, consolidation or otherwise, if the amendment would alter or change any power, preference or special right of the outstanding Series A preferred stock in any manner materially adverse to the interests of the holders thereof.

          Notwithstanding the foregoing, any increase in the authorized number of shares of common stock or Series A preferred stock or the authorization and issuance of junior stock or other parity stock, including those with voting or redemption rights that are different than the voting or redemption rights of the Series A preferred stock, shall not be deemed to be an amendment that alters or changes such powers, preferences or special rights in any manner materially adverse to the interests of the holders of the Series A preferred stock.

          Any increase, decrease or change in the par value of any class or series of capital stock, including the Series A preferred stock, will not be deemed to be an amendment that alters or changes the powers, preferences and special rights of the shares of Series A preferred stock in any manner materially adverse to the interests of the holders of the Series A preferred stock.

          If and whenever six full quarterly dividends, whether or not consecutive, payable on the Series A preferred stock are not paid, the number of directors constituting our board of directors will be increased by two and the holders of the Series A preferred stock, voting together as a single class, will be entitled to elect those additional directors. In the event of such a non-payment, any holder of the Series A preferred stock may request that we call a special meeting of the holders of Series A preferred stock for the purpose of electing the additional directors and we must call such a meeting within 20 days of any request. If we fail to call such a meeting upon request, then any holder of Series A preferred stock can call such a meeting. If all accumulated dividends on the Series A preferred stock have been paid in full and dividends for the current quarterly dividend period have been paid, the holders of our Series A preferred stock will no longer have the right to vote on directors and the term of office of each director so elected will terminate and the number of our directors will, without further action, be reduced by two.

          In any case where the holders of our Series A preferred stock are entitled to vote, each holder of our Series A preferred stock will be entitled to one vote for each share of Series A preferred stock.

Change of Control Put

          For purposes of this section, “change of control” of our company means the occurrence of any of the following:

          (1) any “person” or “group” (as such terms are used, in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of voting stock representing 50% or more of the total voting power of all of our outstanding voting stock; or

          (2) we consolidate with, or merge with or into, another person (other than a wholly owned subsidiary) or we and/or one or more of our subsidiaries sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets (determined on a consolidated basis) to any person (other than to ourselves or a wholly owned subsidiary), other than any such transaction where immediately after such transaction the person or persons that “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) immediately prior to such

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transaction, directly or indirectly, voting stock representing a majority of the total voting power of all our outstanding voting stock “beneficially own or owns” (as so determined), directly or indirectly, voting stock representing a majority of the total voting power of the outstanding voting stock of the surviving or transferee person; or

          (3) during any consecutive two year period, the Continuing Directors (as hereinafter defined) cease for any reason to constitute a majority of our board of directors; or

          (4) we or our stockholders adopt a plan of liquidation or dissolution.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who was (1) a member of such board of directors on the date of original issuance of the Series A preferred stock or (2) nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

          If we undergo a change of control, each holder of shares of Series A preferred stock that remain outstanding after the change of control will have the right to require us to purchase, out of legally available funds, any outstanding shares of the holder’s Series A preferred stock at a purchase price per share equal to 100% of the liquidation preference of those shares, plus all accrued and unpaid and accumulated dividends, if any, to the date of purchase. This right of holders will be subject to our obligation to repay or repurchase any indebtedness or Series A preferred stock required in connection with a change of control and to any contractual restrictions then contained in our indebtedness. Our secured credit facilities prohibit us from paying, and the indenture governing our senior notes restricts our ability to pay, the purchase price of the Series A preferred stock in cash. When we have satisfied these obligations, we will so purchase all shares tendered upon a change of control.

          The purchase price is payable, at our option, in cash or in shares of our common stock at a discount of 5% from the market price of our common stock (i.e., valued at 95% of the market price of our common stock), or any combination thereof. If we pay for shares of the Series A preferred stock in common stock, no fractional shares of common stock will be issued; instead, we will round the applicable number of shares up to the nearest whole number of shares. We may pay such purchase price, whether in cash or in shares of our common stock, only if we have funds legally available for such payment and may pay such purchase price in shares of our common stock only if such shares are eligible for immediate sale in the public market either (i) by non-affiliates of ours absent a registration statement or (ii) pursuant to a registration statement that has become effective.

          The “market price” of our common stock means the average of the sale prices of our common stock for the five trading day period ending on the third business day prior to the redemption date (if the third business day prior to the redemption date is a trading day or, if not, then on the last trading day prior to the third business day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on the redemption date, of any event that would result in an adjustment to the conversion price of the Series A preferred stock, as described under “— Conversion Price — Adjustments to the Conversion Price.”

          Holders of the Series A preferred stock will not have the foregoing put right if:

• the sale price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the change of control or the public announcement thereof (in the case of a change of control under paragraph (1) above) or the period of 10 consecutive trading days ending immediately before the change of control (in the case of a change of control under paragraph (2), (3) or (4) above) shall equal or exceed 105% of the conversion price of the Series A preferred stock immediately after the later of the change of control and the public announcement thereof, or

• 100% of the consideration in the change of control transaction consists of shares of capital stock traded on a U.S. national securities exchange or quoted on The NASDAQ National

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Market, and as a result of the transaction, the Series A preferred stock becomes convertible solely into this capital stock.

          For purposes of the above paragraphs:

• the term “capital stock” of any person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such person; and

• the term “voting stock” of any person means capital stock of such person which ordinarily has voting power for the election of directors, or persons performing similar functions, of such person, whether at all times or only for so long as no senior class of securities has such voting power by reason of any contingency.

          Within 30 days following any change of control, we will mail a notice by first class mail to each holder’s registered address describing the transaction or transactions that constitute the change of control and offering to purchase that holder’s Series A preferred stock on the date specified in that notice, which date will be no earlier than 30 days and no later than 60 days from the date the notice is mailed. Such notice will, among other things, state:

• whether we will pay the purchase price of the Series A preferred stock in cash or shares;

• if we elect to pay any portion of the purchase price in common stock, the amount of such portion and the method of calculating the number of shares of common stock; and

• the instructions determined by us, consistent with this section, that a holder must follow in order to have its Series A preferred stock purchased.

          Because the valuation of our common stock is determined prior to the purchase date, holders bear the market risk with respect to the value of the common stock to be received from the date such market price is determined to the purchase date. Upon determination of the actual number of shares of common stock to be issued for each share of Series A preferred stock in accordance with the foregoing provisions, we will promptly provide the holders of the Series A preferred stock with this information and will issue a press release and publish such information on our website.

          We intend to comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable, in connection with the purchase of Series A preferred stock as a result of a change of control. To the extent that the provisions of any securities laws or regulations conflict with any of the provisions of this section, we will comply with the applicable securities laws and regulations and will be deemed not to have breached our obligations under this section.

          On the date scheduled for payment of the shares of Series A preferred stock, we will, to the extent lawful:

• purchase all shares of Series A preferred stock properly tendered;

• deposit with (i) DTC, with respect to shares held by DTC or the agent, or (ii) the transfer agent, with respect to shares held in certificated form, as applicable, an amount equal to the purchase price of the shares of Series A preferred stock so tendered; and

• deliver or cause to be delivered to DTC or the transfer agent shares of Series A preferred stock so accepted together with an officers’ certificate stating the aggregate liquidation preference of the shares of Series A preferred stock being purchased by us.

          DTC or the transfer agent, as applicable, will promptly mail or deliver to each holder of shares of Series A preferred stock so tendered the applicable payment for those shares of Series A preferred stock, and the transfer agent will promptly countersign and mail or deliver, or cause to be transferred by book-

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entry, to each holder new shares of Series A preferred stock equal in liquidation preference to any unpurchased portion of the shares of Series A preferred stock surrendered, if any. We will publicly announce the results of our offer on or as soon as practicable after the purchase date for the purchase of shares of Series A preferred stock in connection with a change of control of our company.

          We will not be required to purchase any shares of Series A preferred stock upon the occurrence of a change of control if a third party makes an offer to purchase the Series A preferred stock in the manner, at the price, at the times and otherwise in compliance with the requirements described in this section and purchases all shares of Series A preferred stock validly tendered and not withdrawn.

Legal Availability of Assets

          Under Delaware law, we may pay dividends on or redeem or repurchase the Series A preferred stock, whether in cash, in shares of our common stock or in a combination thereof, only if we have legally available assets in an amount at least equal to the amount of the relevant payment.

          Legally available assets means the amount of surplus. If there is no surplus, legally available assets also means, in the case of a dividend, the amount of our net profits for the fiscal year in which the payment occurs and/or the preceding fiscal year. Our surplus is the amount by which our total assets exceed the sum of:

• our total liabilities, including our contingent liabilities; and

• the amount of our capital.

          When the need to make a determination of legally available assets arises, the amount of our total assets and liabilities and the amount of our capital will be determined by our board of directors in accordance with Delaware law.

          As of September 30, 2005, the amount of our surplus was $201.2 million.

Registration Rights

          On November 24, 2003, we entered into a registration rights agreement with the initial purchasers of the Series A preferred stock. Under the registration rights agreement, we agreed to use our reasonable best efforts to:

• file, on or before February 22, 2004, a shelf registration statement with the SEC on the appropriate form under the Securities Act to cover resales of the shares of Series A preferred stock and of common stock issued upon conversion of the shares of Series A preferred stock;

• cause that registration statement to be declared effective, subject to some exceptions, on or before May 22, 2004; and

• subject to certain “black-out” periods not to exceed 90 days in the aggregate in any consecutive 365-day period, use our reasonable best efforts to cause that registration statement to remain effective, subject to some exceptions, until the earlier of:

          (1) November 24, 2005; and

          (2) the date on which all shares of Series A preferred stock or common stock covered by that registration statement have been sold under that registration statement.

          We filed the registration statement discussed in this section with the SEC, and it was declared effective by the required date. Our obligation to keep this registration statement effective ended as of November 24, 2005.

          Holders of shares of Series A preferred stock registrable under the registration rights agreement are required to deliver certain information to be used in connection with the shelf registration statement

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within the time periods indicated in the registration rights agreement in order to have their shares of Series A preferred stock or common stock into which the shares of Series A preferred stock may be converted included in the shelf registration statement.

          The certificate of designations for the Series A preferred stock provides that if the shelf registration statement ceases to be effective or usable in connection with resales of shares of Series A preferred stock and common stock during the periods specified in the registration rights agreement — we will refer to that event as a registration default — then we will pay to each holder of shares of Series A preferred stock registrable under the registration rights agreement, with respect to the first 90-day period immediately following the occurrence of a registration default, additional dividends on the Series A preferred stock computed by increasing the applicable dividend rate for the relevant period by 0.25% per year, which we will refer to as additional dividends. The applicable dividend rate will increase by an additional 0.25% per year with respect to any subsequent 90-day period, but in no event will the additional dividend rate exceed 1.00% per year in the aggregate regardless of the number of registration defaults, until all registration defaults have been cured. If, after the cure of all registration defaults then in effect, there is a subsequent registration default, the additional dividend rate for that subsequent registration default will initially be 0.25%, regardless of the additional dividend rate in effect with respect to any prior registration default at the time of the cure of that registration default and will increase as set forth in the preceding sentence. An amount equal to all accrued additional dividends will be payable to the holders entitled to those dividends, in the manner provided for the payment or accretion of dividends in the certificate of designations.

          This is a summary of some important provisions of the registration rights agreement. You may request a copy of the registration rights agreement by contacting us at our principal executive offices. See “Where You Can Find More Information.”

Transfer Agent

          The transfer agent, registrar, dividend disbursing agent and redemption agent for our shares of Series A preferred stock is Mellon Investor Services LLC. Mellon Investor Services LLC is also the transfer agent and registrar for our common stock.

Book-Entry, Delivery and Form

          The shares of Series A preferred stock were issued in the form of global certificates held in book-entry form. DTC or its nominee will be the sole registered holder of the Series A preferred stock. Owners of beneficial interests in the Series A preferred stock represented by the global securities will hold their interests pursuant to the procedures and practices of DTC. As a result, beneficial interests in any such securities will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances. Owners of beneficial interests must exercise any rights in respect of their interests, including any right to convert or require repurchase of their interests in the Series A preferred stock, in accordance with the procedures and practices of DTC. Beneficial owners will not be holders and will not be entitled to any rights provided to the holders of the Series A preferred stock under the global securities or the certificate of designations. Our company and any of our agents may treat DTC as the sole holder and registered owner of the global securities.

          DTC has previously advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the settlement of transactions among its participants through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and

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trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the depositary and its participants are on file with the SEC.

          The depositary is the only registered holder of the shares of Series A preferred stock.

          Shares of Series A preferred stock that are issued as described below under “— Certificated Series A Preferred Stock” will be issued in definitive form. Upon the transfer of Series A preferred stock in definitive form, such Series A preferred stock will, unless the global securities have previously been exchanged for Series A preferred stock in definitive form, be exchanged for an interest in the global securities representing the liquidation preference of Series A preferred stock being transferred.

          Investors who purchased Series A preferred stock in offshore transactions in reliance on Regulation S under the Securities Act may hold their interests in the global certificate directly through Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will hold interests in the global certificate on behalf of their participants through their respective depositories, which in turn will hold such interests in the global certificate in the depositories’ names on the books of the depositary.

          Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures. If a holder requires physical delivery of a definitive certificate for any reason, including to sell certificates to persons in jurisdictions that require such delivery of such certificates or to pledge such certificates, such holder must transfer its interest in the global certificate in accordance with the normal procedures of the depositary and the procedures set forth in the certificate of designations.

          Cross-market transfers between the depositary, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in the depositary in accordance with the depositary rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels time). Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global certificate in the depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the depositary. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

          Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in the global certificate from a depositary participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the depositary settlement date, and such credit or any interests in the global certificate settled during such processing day will be reported to the relevant Euroclear or Clearstream participant on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in the global certificate by or through a Euroclear or Clearstream participant to a depositary participant will be received with value on the depositary settlement date, but will be available in the relevant Euroclear or Clearstream cash account only as of the business day following settlement in the depositary.

          A beneficial owner of book-entry shares of Series A preferred stock represented by a global certificate may exchange the shares for definitive, certificated shares of Series A preferred stock only if the conditions for such an exchange, as described under “— Certificated Series A Preferred Stock,” are met.

          In this conversion offer prospectus, references to actions taken by holders of shares of Series A preferred stock will mean actions taken by the depositary upon instructions from its participants, and references to payments and notices of redemption to holders of shares of Series A preferred stock will

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mean payments and notices of redemption to the depositary as the registered holder of the shares of Series A preferred stock for distribution to participants in accordance with the depositary’s procedures.

          In order to ensure that the depositary’s nominee will timely exercise a right conferred by the Series A preferred stock, the beneficial owner of that Series A preferred stock must instruct the broker or other direct or indirect participant through which it holds an interest in that Series A preferred stock to notify the depositary of its desire to exercise that right. Different firms have different deadlines for accepting instructions from their customers. Each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in the Series A preferred stock in order to ascertain the deadline for ensuring that timely notice will be delivered to the depositary.

          We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the book-entry securities or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

          The depositary may discontinue providing its services as securities depositary at any time by giving reasonable notice. Under those circumstances, in the event that a successor securities depositary is not appointed, share certificates are required to be printed and delivered. Additionally, we may decide to discontinue use of the system of book-entry transfers through the depositary or any successor depositary with respect to the shares of Series A preferred stock. In that event, certificates for the shares will be printed and delivered.

Certificated Series A Preferred Stock

          The Series A preferred stock represented by the global securities is exchangeable for certificated Series A preferred stock in definitive form of like tenor to such Series A preferred stock if:

• the depositary notifies us that it is unwilling or unable to continue as depositary for the global securities or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by us within 90 days after the date of such notice; or

• we in our sole discretion at any time determine to discontinue use of the system of book-entry transfer through DTC (or any successor depositary).

          Any Series A preferred stock that becomes exchangeable pursuant to the preceding sentence will be exchangeable for certificated Series A preferred stock issuable in authorized denominations and registered in such names as the depositary shall direct. Subject to the foregoing, the global securities are not exchangeable, except for global securities of the same aggregate liquidation preferences to be registered in the name of the depositary or its nominee. In addition, such certificates will bear the legend contained in the certificate of designations for the Series A preferred stock (unless we determine otherwise in accordance with applicable law) subject, with respect to such Series A preferred stock, to the provisions of such legend.

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DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

          Our authorized capital stock consists of 75,000,000 shares of common stock, $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share, of which 2,070,000 shares were designated as Series A preferred stock. As of November 29, 2005, there were 39,730,648 shares of common stock outstanding held of record by approximately 2,188 stockholders. As of November 29, 2005, there were 2,069,907 shares of Series A preferred stock outstanding held of record by one stockholder. The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated by-laws are only summaries, and we encourage you to review complete copies of our amended and restated certificate of incorporation and amended and restated by-laws, which we have filed previously with the SEC. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”

Common Stock

          Holders of our common stock are entitled to receive, as, when and if declared by our board of directors, dividends and other distributions in cash, stock or property from our assets or funds legally available for those purposes subject to any dividend preferences that may be attributable to preferred stock, if any. Holders of common stock are entitled to one vote for each share held of record on all matters on which stockholders may vote. Holders of common stock are not entitled to cumulative voting for the election of directors. There are no preemptive, conversion, redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets available for distribution, subject to any prior rights of any holders of preferred stock, if any, then outstanding.

Preferred Stock

          Our amended and restated certificate of incorporation authorizes our board of directors, without any vote or action by the holders of common stock, to issue up to 25,000,000 shares of preferred stock from time to time in one or more series. Our board of directors is authorized to determine the number of shares and designation of any additional series of preferred stock and the dividend rights, dividend rate, conversion rights and terms, voting rights, redemption rights and terms, liquidation preferences, sinking fund terms and other rights, preferences, privileges and restrictions of any series of preferred stock. Issuances of preferred stock would be subject to the applicable rules of the New York Stock Exchange or other organizations whose systems the preferred stock may then be quoted or listed. Depending upon the terms of preferred stock established by our board of directors, any or all series of preferred stock could have preferences over the common stock with respect to dividends and other distributions and upon liquidation. Issuance of any such shares with voting powers, or issuance of additional shares of common stock, would dilute the voting power of the outstanding common stock.

Number of Directors; Removal; Vacancies

          The amended and restated certificate of incorporation and the amended and restated by-laws provide that the number of directors shall not be less than three nor more than nine and shall be determined from time to time exclusively by a vote of a majority of our board of directors then in office. The amended and restated certificate of incorporation also provides that our board of directors shall have the exclusive right to fill vacancies, including vacancies created by expansion of our board of directors. Furthermore, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock with respect to any directors elected by the holders of such class or series, directors may be removed by our stockholders only for cause and only by the affirmative vote of at least 66²/3% of the voting power of all of the shares of our capital stock then entitled to vote generally in the election of directors, voting together as a single class. These provisions, in conjunction with the

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provision of the amended and restated certificate of incorporation authorizing our board of directors to fill vacant directorships, could prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

No Stockholder Action by Written Consent; Special Meetings

          The amended and restated certificate of incorporation provides that, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. The amended and restated certificate of incorporation also provides that special meetings of the stockholders can only be called pursuant to a resolution approved by a majority of our board of directors then in office. Stockholders are not permitted to call a special meeting of stockholders.

Advance Notice for Raising Business or Making Nominations at Meetings

          The amended and restated by-laws establish an advance notice procedure for stockholder proposals to be brought before a meeting of our stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including, without limitation, Rule 14a-8 under the Exchange Act, only such business may be conducted at a meeting of stockholders as has been brought before the meeting by, or at the direction of, our board of directors, or by a stockholder who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. The presiding officer at such meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, our board of directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to the Secretary prior to a meeting at which directors are to be elected will be eligible for election as directors.

          To be timely, notice of nominations or other business to be brought before an annual meeting must be received by our secretary at the principal executive office no later than 60 days prior to the date of such annual meeting. Similarly, notice of nominations or other business to be brought before a special meeting must be delivered to our Secretary at the principal executive office no later than the close of business on the 15th day following the day on which notice of the date of a special meeting of stockholders was given. The notice of any nomination for election as a director must set forth the name, date of birth, business and residence address of the person or persons to be nominated; the business experience during the past five years of such person or persons; whether such person or persons are or have ever been at any time directors, officers or owners of 5% or more of any class of capital stock, partnership interest or other equity interest of any corporation, partnership or other entity; any directorships held by such person or persons in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended; and whether, in the last five years, such person or persons are or have been convicted in a criminal proceeding or have been subject to a judgment, order, finding or decree of any federal, state or other governmental entity, concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee; and, the consent of each such person to be named in a proxy statement as a nominee and to serve as a director if elected. The person submitting the notice of nomination, and any person acting in concert with such person, must provide their names and business addresses, the name and address under which they appear on our books (if they so appear), and the class and number of shares of our capital stock that are beneficially owned by them.

Amendments to Amended and Restated By-Laws

          The amended and restated certificate of incorporation provides that our board of directors or the holders of at least 66²/3% of the voting power of all shares of our capital stock then entitled to vote

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generally in the election of directors, voting together as a single class, have the power to amend or repeal our amended and restated by-laws.

Amendment of the Amended and Restated Certificate of Incorporation

          Any proposal to amend, alter, change or repeal any provision of the amended and restated certificate of incorporation, except as may be provided in a resolution or resolutions of our board of directors providing for any class or series of preferred stock and which relate to such class or series of preferred stock, requires approval by the affirmative vote of both a majority of the members of our board of directors then in office and a majority vote of the voting power of all of the shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Notwithstanding the foregoing, any proposal to amend, alter, change or repeal the provisions of the amended and restated certificate of incorporation relating to (i) the classification of our board of directors, (ii) removal of directors, (iii) the prohibition of stockholder action by written consent or stockholder calls for special meetings, (iv) amendment of amended and restated by-laws, or (v) amendment of the amended and restated certificate of incorporation, requires approval by the affirmative vote of 66²/3% of the voting power of all of the shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class.

Preferred Stock and Additional Common Stock

          Under the amended and restated certificate of incorporation, our board of directors has the authority to provide by board resolution for the issuance of shares of one or more series of preferred stock. Our board of directors is authorized to fix by resolution the terms and conditions of each such other series. We believe that the availability of our preferred stock, in each case issuable in series, and additional shares of common stock could facilitate certain financings and acquisitions and provide a means for meeting other corporate needs which might arise. The authorized shares of our preferred stock, as well as authorized but unissued shares of common stock will be available for issuance without further action by our stockholders, unless stockholder action is required by applicable law or the rules of any stock exchange on which any series of our capital stock may then be listed.

          These provisions give our board of directors the power to approve the issuance of a series of preferred stock, or an additional series of common stock, that could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover attempt. For example, the issuance of new shares of preferred stock might impede a business combination if the terms of those shares include voting rights which would enable a holder to block business combinations; the issuance of new shares might facilitate a business combination if those shares have general voting rights sufficient to cause an applicable percentage vote requirement to be satisfied.

Delaware Business Combination Statute

          Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws and of Delaware law could make it harder for someone to acquire us through a tender offer, proxy contest or otherwise. We are governed by the provisions of Section 203 of the Delaware General Corporation Law, which defines a person who owns (or within three years, did own) 15% or more of a company’s voting stock as an “interested stockholder.” Section 203 prohibits a public Delaware corporation from engaging in a business combination with an interested stockholder for a period commencing three years from the date in which the person became an interested stockholder, unless:

• the board of directors approved the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the voting stock of

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	the corporation (excluding shares owned by officers, directors, or certain employee stock purchase plans); or
•	at or subsequent to the time the transaction is approved by the board of directors, there is an affirmative vote of at least 662/3% of the outstanding voting stock approving the transaction.

          Section 203 could prohibit or delay mergers or other takeover attempts against us, and accordingly, may discourage attempts to acquire us through a tender offer, proxy contest or otherwise.

Transfer Agent and Registrar

          The transfer agent and registrar for our common stock and our Series A preferred stock is Mellon Investor Services LLC.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

          Except as otherwise set forth in this section, the following discussion sets forth the opinion of Blank Rome LLP, our legal counsel, regarding the material U.S. federal income tax considerations of a conversion of Series A preferred stock into common stock and the receipt of a cash premium, all pursuant to the terms and conditions of the conversion offer. In this section, we refer to such a conversion in the conversion offer as an “exchange,” which is the likely treatment of such a conversion for U.S. federal income tax purposes.

          This discussion is based upon the provisions of the Code, the final, temporary and proposed Treasury Regulations promulgated thereunder, and administrative pronouncements and rulings and judicial decisions, as they currently exist as of the date of this conversion offer prospectus, all of which are subject to change (possibly with retroactive effect) or different interpretations.

          This discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to a stockholder’s decision to convert the Series A preferred stock into common stock and cash, nor, except as expressly provided below, any tax considerations arising under other federal tax laws (for example, estate and gift tax) or under the laws of any state, local or foreign jurisdiction. This discussion is not intended to be applicable to special categories of stockholders, such as dealers in securities, banks, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, U.S. expatriates, persons that hold the Series A preferred stock as part of a straddle or exchange transaction, partnerships or other pass-through entities that purchase, own or dispose of our Series A preferred stock, and holders subject to the alternative minimum tax. In addition, this discussion is limited to persons who hold the Series A preferred stock as a capital asset (generally property held for investment) within the meaning of Section 1221 of the Code.

          You are urged to consult your tax advisor as to the particular tax considerations of the exchange of the Series A preferred stock for common stock and cash, including the application and effect of U.S. federal, state, local and foreign tax laws.

          As used herein, the term “U.S. Holder” means a beneficial owner of our Series A preferred stock that for U.S. federal income tax purposes is any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation or other entity treated as a corporation created or organized in or under the laws of the United States or of any political subdivision of or in the United States;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that either is subject to the supervision of a court within the United States and which has one or more U.S. persons with authority to control all substantial decisions, or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

          A “Foreign Holder” is a beneficial owner of our Series A preferred stock that is not a U.S. Holder.

          If a partnership (including a limited liability company for which no election to be treated as a corporation for U.S. federal income tax purposes is in effect) holds Series A preferred stock, the tax treatment of the partner will generally depend upon the status of the partner and the activities of the partnership.

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Tax Considerations of U.S. Holders

Cash Received for Accrued but Unpaid Dividends

          Any cash received in satisfaction of accrued but unpaid dividends will be treated as a distribution with respect to the Series A preferred stock. The cash received in satisfaction of the accrued but unpaid dividends will be characterized as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for federal income tax purposes).

          Dividend income will be includible in a U.S. Holder’s gross income on the day received by the U.S. Holder. Under current legislation, which is scheduled to expire with respect to taxable years ending after December 31, 2008, this income will generally be taxed to a U.S. Holder (if the U.S. Holder is a non-corporate taxpayer) at the rates applicable to long-term capital gains rates, provided that minimum holding period and other requirements are satisfied. Corporate U.S. Holders may be entitled to a dividends received deduction with respect to distributions treated as dividend income for U.S. federal income tax purposes, subject to limitations and conditions.

          Distributions to a U.S. Holder in excess of our current or accumulated earnings and profits will be treated first as a return of capital that reduces the U.S. Holder’s tax basis in the Series A preferred stock, and then as gain from the sale or exchange of the Series A preferred stock. The gain will be capital gain provided that the U.S. Holder held the Series A preferred stock as a capital asset at the time of the exchange.

Consideration Received Pursuant to the Exchange Other than Accrued Dividends

          In the absence of any direct legal authority on point, it is the opinion of Blank Rome that the receipt of common stock and cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends as discussed above) in exchange for Series A preferred stock should constitute a recapitalization for U.S. federal income tax purposes. Accordingly, a U.S. Holder of Series A preferred stock will recognize gain up to the amount of cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) received if the sum of the fair market value of the common stock and the cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) exceeds the U.S. Holder’s adjusted tax basis in the Series A preferred stock. However, if the sum of the fair market value of the common stock and the cash (including cash received in exchange for fractional shares but other than cash received in respect of accrued but unpaid dividends) is less than the U.S. Holder’s adjusted basis in the Series A preferred stock, no loss will be recognized at the time of the exchange. Additionally, a U.S. Holder will take an adjusted basis in the common stock received in the exchange equal to its adjusted basis in the Series A preferred stock, less the amount of any cash (other than cash received in respect of accrued but unpaid dividends) received in the exchange and increased by the amount of gain recognized in the exchange (other than dividend income on accrued but unpaid dividends), if any. A U.S. Holder also will include the period during which it held the Series A preferred stock for purposes of determining its holding period for the common stock.

          If gain, as described in the preceding paragraph, is recognized by a U.S. Holder, the gain will be treated either as:

• a dividend to the extent of a U.S. Holder’s ratable share of our earnings and profits; or

• gain from the sale or exchange of stock.

          To determine whether the gain recognized is properly treated as a dividend or as gain from a sale or exchange, the exchange should be tested as though each U.S. Holder of Series A preferred stock solely received common stock and then we immediately redeemed a portion of those shares for cash (including

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any cash received in exchange for fractional shares of our common stock). Under this test, the cash would be taxed as a dividend unless the deemed redemption meets one of the following exceptions:

• the deemed redemption results in a complete termination of a U.S. Holder’s interest in our stock;

• the deemed redemption is substantially disproportionate with respect to a U.S. Holder; or

• the deemed redemption is not essentially equivalent to a dividend.

          In determining whether any of these three exceptions have been met, the common stock owned by a U.S. Holder directly or indirectly through the attribution rules of Section 302(c) of the Code must be taken into account. If any of these three exceptions are met, then any gain recognized from the exchange should be treated as gain from the sale or exchange of stock. This gain would be taxable as capital gain if the Series A preferred stock was held as a capital asset.

          A redemption terminates a U.S. Holder’s interest in our stock if, after and as a result of the exchange, the U.S. Holder no longer has any interest in our stock, taking into account the attribution rules discussed above.

          A redemption is substantially disproportionate with respect to a U.S. Holder if the U.S. Holder owns less than 50% of the our voting stock after the exchange and both of the following two tests are met:

• (a) the ratio of the voting stock owned by the U.S. Holder, directly or by attribution under the rules discussed above, immediately after the exchange to all of our voting stock is less than 80% of (b) the ratio of the voting stock owned by the U.S. Holder immediately before the exchange to all of our voting stock; and

• there is a similar reduction in the percentage ownership that a U.S. Holder owns in our common stock.

          Whether a redemption is not essentially equivalent to a dividend with respect to a U.S. Holder depends upon the U.S. Holder’s particular circumstances. The U.S. Supreme Court has ruled that a redemption is not essentially equivalent to a dividend if the U.S. Holder has had a meaningful reduction in its percentage interest in the issuer. The Internal Revenue Service has ruled that, where the issuer is publicly held and the U.S. Holder is a minority stockholder whose stock interest is relatively minimal and who exercises no control over the issuer, there has been a meaningful reduction if the U.S. Holder has reduced its percentage interest in the issuer.

          All U.S. Holders should consult their tax advisors to determine the proper tax treatment of cash received in the exchange, because alternative characterizations could apply. In particular, the entire cash payment could be treated as a dividend based on an evaluation of the totality of the circumstances prior to and subsequent to the exchange, and U.S. Holders should consult their tax advisors as to the proper characterization.

Tax Considerations of Foreign Holders

Cash Received for Accrued but Unpaid Dividends

          Any cash received in satisfaction of accrued but unpaid dividends is treated as a distribution with respect to the Series A preferred stock. The cash received in satisfaction of the accrued but unpaid dividends will be characterized as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).

          Dividend income will generally be subject to withholding tax. This tax will be at a 30% rate or a lower rate if provided by an income tax treaty between the United States and the country of which the Foreign Holder is a tax resident.

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          No withholding tax will apply if:

• the dividends are effectively connected with the conduct of a trade or business of the Foreign Holder within the United States and the Foreign Holder provides us with an IRS Form W-8ECI (or successor form); or

• a tax treaty applies and the dividends are attributable to a U.S. permanent establishment maintained by the Foreign Holder.

          However, these dividends remain subject to U.S. federal income tax. This tax would apply after allowance for applicable deductions, at applicable graduated individual or corporate rates.

          The branch profits tax treats a U.S. branch business as if it had been a U.S. subsidiary that paid a dividend. Accordingly, in certain instances, dividends received by a U.S. branch of a foreign corporation may be subject to an additional federal income tax at a 30% rate or a lower rate if an income tax treaty applies.

          A Foreign Holder that claims the benefit of an income tax treaty rate generally will be required to satisfy applicable certification and other requirements, including filing an IRS Form W-8BEN (or successor form) with the withholding agent. In addition, a Foreign Holder that claims the benefit of an income tax treaty rate may be required, in certain instances, to obtain a U.S. taxpayer identification number.

Consideration Received Pursuant to the Exchange Other than Accrued Dividends

          The determination as to whether any cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) will constitute a dividend or gain from the sale or exchange of stock will be the same as described in “— Tax Considerations for U.S. Holders — Consideration Received Pursuant to the Exchange Other than Accrued Dividends.”

          If the cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) is taxed as a dividend, then the Foreign Holder will be subject to U.S. federal income tax on such dividends as described in “— Tax Considerations for Foreign Holders — Cash Received for Accrued but Unpaid Dividends.”

          If the cash received upon the exchange of the Series A preferred stock (other than cash received in respect of accrued but unpaid dividends) is taxed as gain from the sale or exchange of stock, a Foreign Holder generally will not be subject to U.S. federal income tax with respect to such gain unless:

• the gain is effectively connected with a trade or business conducted by the Foreign Holder within the United States or, if certain U.S. income tax treaties apply, the gain is attributable to a U.S. permanent establishment maintained by the Foreign Holder;

• in the case of a Foreign Holder who is an individual and holds Series A preferred stock as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the exchange and certain other conditions are met; or

• we are or have been a U.S. real property holding corporation for U.S. federal income tax purposes. We believe that we are not currently, and do not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes.

          If an individual Foreign Holder falls under the first bullet point above, such individual generally will be taxed on the gain under regular graduated U.S. federal individual income tax rates. If the Foreign Holder is a corporation, it generally will be taxed on its gain under regular graduated U.S. federal corporate income tax rates. In addition, it will be subject to branch profits tax equal to 30% of its connected earnings and profits for the taxable year, unless it qualifies for a lower tax rate under an applicable income tax treaty.

          If an individual Foreign Holder falls under the second bullet point above, such individual generally will be subject to a flat 30% tax on the gain derived from a sale, net of certain capital losses. The foregoing will apply even if the individual is not considered a resident of the United States. Individual

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Foreign Holders who have spent or expect to spend 183 or more days in the United States in the taxable year in which the exchange will occur are urged to consult their tax advisors.

          Because the potential treatment of the cash received as a dividend or as gain from the sale or exchange of stock will depend on the circumstances of a particular Foreign Holder, we may withhold based on the maximum potential withholding amount due. A Foreign Holder whose tax liability is less than the amount withheld may obtain a refund from the Internal Revenue Service.

Back-up Withholding

          In general, information reporting requirements may apply to the amounts paid to U.S. Holders and Foreign Holders in connection with the exchange of the Series A preferred stock into common stock and cash. Backup withholding may be imposed (currently at a 28% rate) on the above payments if a U.S. Holder or Foreign Holder (1) fails to provide a taxpayer identification number or certificate of exempt status or (2) fails to report certain types of income in full.

          Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against applicable U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service.

          THE PRECEDING DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. THUS, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSIDERATIONS OF THE EXCHANGE OR OF ANY DECISION TO PARTICIPATE OR NOT PARTICIPATE IN THE EXCHANGE, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FOREIGN, FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The SEC’s rules allow us to “incorporate by reference” information into this conversion offer prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this conversion offer prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial filing of the registration statement of which this conversion offer prospectus forms a part and prior to the effectiveness of such registration statement, as well as any reports filed by us with the SEC after the date of this conversion offer prospectus and before the date that the offering of the securities is terminated or expires, will automatically update and, where applicable, supersede any information contained in this conversion offer prospectus or incorporated by reference in this conversion offer prospectus.

          We incorporate by reference into this conversion offer prospectus the following documents filed with the SEC:

•  Our Annual Report on Form 10-K (File No. 1-12983) for the year ended December 31, 2004, filed on March 30, 2005, as amended by Amendment No. 1 on Form 10-K/A, filed on April 29, 2005, including the portion of our definitive Proxy Statement for the 2005 Annual Meeting of Stockholders (File No. 1-12983), filed March 30, 2005, specifically incorporated by reference into Items 10 (Directors and Officers), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management) and 13 (Certain Relationships and Related Transactions) thereof.

• Our Quarterly Reports on Form 10-Q (File No. 1-12983) for the fiscal quarter ended April 1, 2005, filed on May 10, 2005; for the fiscal quarter ended July 1, 2005, filed on August 8, 2005; and for the fiscal quarter ended September 30, 2005, filed on November 7, 2005.

• Our Current Reports on Form 8-K (File No. 1-12983) dated January 26, 2005; February 1, 2005; February 18, 2005; March 16, 2005; March 30, 2005; May 3, 2005; May 16, 2005; June 13, 2005; June 15, 2005; August 2, 2005; October 13, 2005; and November 2, 2005 (other than any information contained in these reports that has been furnished to the SEC, which information is not incorporated by reference into this conversion offer prospectus).

• The description of our common stock, filed in our Registration Statement on Form 8-A (File No. 1-12983), filed on May 13, 1997, pursuant to Section 12(b) of the Exchange Act of 1934 as incorporated by reference from our registration statement on Form S-1 (File No. 333-22961), filed on March 7, 1997, as amended, and any amendment or report for the purpose of updating such description.

• All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this conversion offer prospectus and before the termination of this offering.

          We will provide without charge to each person to whom this conversion offer prospectus is delivered, upon his or her written or oral request, a copy of the filed documents referred to above, excluding exhibits, unless they are specifically incorporated by reference into those documents. You can request those documents from our Vice President of Investor Relations, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, telephone (859) 572-8000.

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INTERESTS OF DIRECTORS AND OFFICERS

          To our knowledge after reasonable inquiry, none of our directors, executive officers or controlling persons, or any of their affiliates or associates, own Series A preferred stock or will be surrendering Series A preferred stock for conversion pursuant to the conversion offer. Neither we, nor any of our subsidiaries or associates nor, to our knowledge after reasonable inquiry, any of our directors, executive officers, or controlling persons (or any of their affiliates), nor any executive officer or director of any of our subsidiaries, has engaged in any transactions in the Series A preferred stock during the 60 days prior to the date hereof.

          There is no present or proposed material agreement, arrangement, understanding or relationship between us and any of our executive officers, directors, controlling persons or subsidiaries, except as set forth in:

• the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2005, as amended (File No. 1-12983), with respect to relationships between us and our subsidiaries; and

• the section entitled “Transactions with the Company” set forth in our Proxy Statement dated March 28, 2005, filed with the SEC on March 30, 2005 (File No. 1-12983), with respect to relationships between us and our executive officers, directors and controlling persons.

DEALER MANAGER

          The dealer manager for the conversion offer is Merrill Lynch, Pierce, Fenner & Smith Incorporated. As dealer manager for the conversion offer, Merrill Lynch will perform services customarily provided by investment banking firms acting as dealer managers of conversion offers of a like nature, including, but not limited to, soliciting conversions pursuant to the conversion offer and communicating generally regarding the conversion offer with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the Series A preferred stock. As compensation for its services, we have agreed to pay the dealer manager $0.25 for each $50.00 in liquidation preference of Series A preferred stock that is validly tendered for conversion pursuant to the conversion offer and not withdrawn.

          The dealer manager and its affiliates have rendered and may in the future render various investment banking, lending and commercial banking services and other advisory services to us and our subsidiaries. The dealer manager has received, and may in the future receive, customary compensation from us and our subsidiaries for such services. The dealer manager has regularly acted as an underwriter and an initial purchaser of equity and debt securities issued by us in public and private offerings and will likely continue to do so from time to time.

          The dealer manager may from time to time hold shares of Series A preferred stock, shares of common stock and other securities of ours in its proprietary accounts, and, to the extent it owns shares of Series A preferred stock in these accounts at the time of the conversion offer, the dealer manager may surrender such Series A preferred stock for conversion pursuant to the conversion offer. During the course of the conversion offer, the dealer manager may trade shares of Series A preferred stock and shares of common stock or effect transactions in other securities of ours for its own account or for the accounts of its customers. As a result, the dealer manager may hold a long or short position in the Series A preferred stock, the common stock or other of our securities.

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INFORMATION AGENT

          D.F. King & Co., Inc. has been appointed as the information agent for the conversion offer. We have agreed to pay the information agent reasonable and customary fees for its services and will reimburse the information agent for its reasonable out-of-pocket expenses. All requests to the information agent for assistance in connection with the conversion offer or for additional copies of this conversion offer prospectus or related materials should be directed to the information agent at 48 Wall Street, New York, New York 10005, telephone number (212) 269-5550.

CONVERSION AGENT

          Mellon Investor Services LLC has been appointed conversion agent for the conversion offer. We have agreed to pay the conversion agent reasonable and customary fees for its services and will reimburse the conversion agent for its reasonable out-of-pocket expenses. All completed letters of transmittal should be directed to the conversion agent at the address set forth on the back cover of this conversion offer prospectus. Mellon Investor Services LLC is also the transfer agent and registrar of our common stock and the transfer agent, registrar, dividend disbursing agent and redemption agent for our shares of Series A preferred stock, and as such, will receive in the future customary compensation for such services. All requests to the conversion agent for assistance in connection with the conversion offer should be directed to the conversion agent as set forth on the back cover of this conversion offer prospectus.

FEES AND EXPENSES

          Fees and expenses in connection with the conversion offer are estimated to be approximately $1.0 million. We will bear the cost of all of fees and expenses relating to the conversion offer. We are making the principal solicitation by mail and overnight courier. However, where permitted by applicable law, additional solicitations may be made by facsimile, telephone, email or in person by the dealer manager and the information agent, as well as by our and our affiliates’ officers and regular employees. We will also pay the conversion agent and the information agent reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses. We will indemnify each of the conversion agent, the dealer manager and the information agent against certain liabilities and expenses in connection with the conversion offer, including liabilities under the federal securities laws.

LEGAL MATTERS

          The validity of the common stock to be issued in the conversion offer will be passed upon for us by Blank Rome LLP, Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the dealer manager by Shearman & Sterling LLP, New York, New York.

EXPERTS

          The consolidated financial statements and the related financial statement schedule as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2004 incorporated in this conversion offer prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2004, as amended, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedule, (2) express an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) express an adverse opinion on the effectiveness of internal control over financial reporting because of material weaknesses), which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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MISCELLANEOUS

          We are not aware of any jurisdiction in which the making of the conversion offer is not in compliance with applicable law. If we become aware of any jurisdiction in which the making of the conversion offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the conversion offer will not be made to (nor will surrenders of shares of Series A preferred stock for conversion in connection with the conversion offer be accepted from or on behalf of) the owners of such Series A preferred stock residing in such jurisdiction.

          Pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act, we have filed with the Commission an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to the conversion offer. Such Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “Where You Can Find More Information.”

          No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this conversion offer prospectus and, if given or made, such information or representation may not be relied upon as having been authorized by us or the dealer manager.

WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Copies of these materials may be examined without charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. You may also obtain these materials from us at no cost by directing a written or oral request to us at General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753, Attention: Chief Financial Officer, or by telephone at (859) 572-8000. In addition, the SEC maintains a web site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding us and other registrants that file electronically with the SEC.

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The conversion agent for the conversion offer is:

Mellon Investor Services LLC

By Registered or Certified Mail:
Mellon Investor Services LLC
P.O. Box 3301
South Hackensack, New Jersey 07606 By Regular Mail &
Overnight Courier:
Mellon Investor Services LLC
480 Washington Blvd., 27th Floor
Jersey City, New Jersey 07310
Attention: Reorganization Dept. In Person By Hand Only:
Mellon Investor Services LLC
Reorg Dept.
120 Broadway, 13th Floor
New York, New York 10271

By Telephone:

Domestic: (800) 685-4258

Foreign: (201) 680-6622

Facsimile: (201) 680-4626

For Confirmation of Facsimile

Transmission by Telephone: (201) 680-4860

          Any requests for additional copies of this conversion offer prospectus and the related materials may be directed to the information agent at the address and telephone number set forth below.

The information agent for the conversion offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, New York 10005

(212) 269-5550

          Other requests for information relating to the conversion offer may be directed to the dealer manager at the address and telephone number set forth below.

The dealer manager for the conversion offer is:

Merrill Lynch & Co.

4 World Financial Center, 7th Floor

New York, New York 10080

Attention: Liability Management Group

(212) 449-4914 (collect)

(888) 654-8637 (toll free)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers

          Pursuant to the authority conferred by Section 102 of the Delaware General Corporation Law, as amended (the “DGCL”), Article VII of the Registrant’s amended and restated certificate of incorporation contains provisions which eliminate personal liability of members of the Registrant’s board of directors for violations of their fiduciary duty of care. Neither the DGCL nor the Registrant’s amended and restated certificate of incorporation, however, limits the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the DGCL, or obtaining an improper personal benefit. Article VII of the Registrant’s amended and restated certificate of incorporation also provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of the Registrant’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

          In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Article XIV of the Registrant’s amended and restated by-laws provides that the Registrant is obligated to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Registrant in which such person has been adjudged liable to the Registrant) by reason of the fact that he is or was a director, officer or employee of the Registrant, or is or was a director, officer or employee of the Registrant serving at the request of the Registrant as a director, officer, employee or agent or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of any action, suit or proceeding by or in the right of the Registrant in which a claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, such person shall be indemnified only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought has determined that such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

          The Registrant currently maintains insurance policies that provide coverage pursuant to which it will be reimbursed for amounts it may be required or permitted by law to pay to indemnify directors and officers.

II-1

Item 21.     Exhibits and Financial Statement Schedules

          (a) Exhibits

Exhibit
Number			Description
	1	.1	Dealer Manager Agreement, dated November 9, 2005, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Cable Corporation (the “Company”).*
	4	.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-22961) of the Company filed on March 7, 1997, as amended (the “Form S-1”)).
	4	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1).
	4	.3	Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Form S-1).
	4	.4	Certificate of Designations with respect to the 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to General Cable Corporation’s Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.5	Indenture, by and among the Company, certain guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.6	Registration Rights Agreement among the Company and the initial purchasers of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.7	Registration Rights Agreement among the Company, certain guarantors and the initial purchasers relating to the Company’s Senior Notes due 2010 (incorporated by reference to Exhibit 4.4 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.8	Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12983)).
	4	.9	First Amendment dated April 14, 2004, to the Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarter ended March 31, 2004 (File No. 1-12983)).
	4	.10	Amended and Restated Credit Agreement dated October 22, 2004, by and among the Company and Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto (incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004 (File No. 1-12983)).
	4	.11	Second Amended and Restated Credit Agreement, dated November 23, 2005, by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Administrative Agent, Collateral Agent and Swingline Lender, National City Business Credit, Inc. as Syndication Agent, Bank of America, N.A. as Documentation Agent, and the other guarantors and lenders who are signatories thereto.
	5	.1	Opinion of Blank Rome LLP.*
	8	.1	Tax Opinion of Blank Rome LLP.**
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (incorporated by reference to Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (File No. 1-12983)).
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2	Consent of Blank Rome LLP (included in Exhibit 5.1).*
	24	.1	Power of Attorney.*
	99	.1	Letter of Transmittal.*
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99	.3	Form of Letter to Clients.*
	99	.4	Form W-9 and Instructions thereto.*
	99	.5	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation.*
	99	.6	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation.*

 * Previously filed.

** To be filed by amendment.

II-2

Item 22.     Undertakings

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (5) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          (6) To respond to requests for information that is incorporated by reference into the conversion offer prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

          (7) To supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Highland Heights, Commonwealth of Kentucky, on December 1, 2005.

General Cable Corporation

By:  /s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President, General Counsel

and Secretary

          Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities of General Cable Corporation and on the dates indicated:

Signatures		Title	Date
* Gregory B. Kenny		Director, President and Chief Executive Officer (Principal Executive Officer)	December 1, 2005
* Christopher F. Virgulak		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 1, 2005
* Robert J. Siverd		Executive Vice President, General Counsel and Secretary	December 1, 2005
* Gregory E. Lawton		Director	December 1, 2005
* Craig P. Omtvedt		Director	December 1, 2005
* Robert A. Smialek		Director	December 1, 2005
* John E. Welsh, III		Director	December 1, 2005
*By:	/s/ Robert J. Siverd Robert J. Siverd Attorney-in-Fact

II-4

EXHIBIT INDEX

Exhibit
Number			Description
	1	.1	Dealer Manager Agreement, dated November 9, 2005, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated and General Cable Corporation (the “Company”).*
	4	.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-22961) of the Company filed on March 7, 1997, as amended (the “Form S-1”)).
	4	.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1).
	4	.3	Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Form S-1).
	4	.4	Certificate of Designations with respect to the 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to General Cable Corporation’s Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.5	Indenture, by and among the Company, certain guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.6	Registration Rights Agreement among the Company and the initial purchasers of the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.3 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.7	Registration Rights Agreement among the Company, certain guarantors and the initial purchasers relating to the Company’s Senior Notes due 2010 (incorporated by reference to Exhibit 4.4 to the Form 8-K dated December 12, 2003 (File No. 1-12983)).
	4	.8	Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12983)).
	4	.9	First Amendment dated April 14, 2004, to the Credit Agreement by and among the Company, Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto dated November 24, 2003 (incorporated by reference to Exhibit 10.66 to the Quarterly Report on Form 10-Q of General Cable Corporation for the quarter ended March 31, 2004 (File No. 1-12983)).
	4	.10	Amended and Restated Credit Agreement dated October 22, 2004, by and among the Company and Merrill Lynch Capital as Collateral and Syndication Agent, UBS AG as Administrative Agent and the lenders signatory thereto (incorporated by reference to Exhibit 10.69 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2004 (File No. 1-12983)).
	4	.11	Second Amended and Restated Credit Agreement, dated November 23, 2005, by and among the Company, General Cable Industries, Inc., Merrill Lynch Capital as Administrative Agent, Collateral Agent and Swingline Lender, National City Business Credit, Inc. as Syndication Agent, Bank of America, N.A. as Documentation Agent, and the other guarantors and lenders who are signatories thereto.
	5	.1	Opinion of Blank Rome LLP.*
	8	.1	Tax Opinion of Blank Rome LLP.**
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (incorporated by reference to Exhibit 12.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (File No. 1-12983)).
	23	.1	Consent of Deloitte & Touche LLP.
	23	.2	Consent of Blank Rome LLP (included in Exhibit 5.1).*
	24	.1	Power of Attorney.*
	99	.1	Letter of Transmittal.*
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99	.3	Form of Letter to Clients.*
	99	.4	Form W-9 and Instructions thereto.*
	99	.5	Conversion Agent Agreement, dated November 9, 2005, by and between Mellon Investor Services LLC and General Cable Corporation.*
	99	.6	Information Agent Agreement, dated November 2, 2005, by and between D.F. King & Co., Inc. and General Cable Corporation.*

 * Previously filed.

** To be filed by amendment.

EX-4.11

Exhibit 4.11

$300,000,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of November 23, 2005,

among

GENERAL CABLE INDUSTRIES, INC.,
as Borrower,

GENERAL CABLE CORPORATION

and

THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,
as Collateral Agent,

NATIONAL CITY BUSINESS CREDIT, INC.,
as Syndication Agent,

BANK OF AMERICA, N.A.,
as Documentation Agent,

MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc., and
UBS SECURITIES LLC,
as Joint Lead Arrangers,

MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services Inc.,
as Administrative Agent and Swingline Lender

UBS AG, STAMFORD BRANCH,
as Issuing Bank

and

MERRILL LYNCH BANK USA,
as Issuing Bank

TABLE OF CONTENTS

			Page
ARTICLE I. DEFINITIONS				2
	SECTION 1.01	Defined Terms		2
	SECTION 1.02	Classification of Loans and Borrowings		47
	SECTION 1.03	Terms Generally		47
	SECTION 1.04	Accounting Terms; GAAP		48
ARTICLE II. THE CREDITS				48
	SECTION 2.01	Commitments		48
	SECTION 2.02	Loans		49
	SECTION 2.03	Borrowing Procedure		51
	SECTION 2.04	Evidence of Debt; Repayment of Loans		52
	SECTION 2.05	Fees		52
	SECTION 2.06	Interest on Loans and Default Compensation		54
	SECTION 2.07	Termination and Reduction of Commitments		54
	SECTION 2.08	Interest Elections		55
	SECTION 2.09	[Intentionally Omitted]		56
	SECTION 2.10	Optional and Mandatory Prepayments of Loans		56
	SECTION 2.11	Alternate Rate of Interest		60
	SECTION 2.12	Increased Costs		60
	SECTION 2.13	Breakage Payments		61
	SECTION 2.14	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		62
	SECTION 2.15	Taxes		64
	SECTION 2.16	Mitigation Obligations; Replacement of Lenders		65
	SECTION 2.17	Swingline Loans		66
	SECTION 2.18	Letters of Credit		67
	SECTION 2.19	Determination of Borrowing Base		73
	SECTION 2.20	Commitment Increase		78
ARTICLE III. REPRESENTATIONS AND WARRANTIES				79
	SECTION 3.01	Organization; Powers		79
	SECTION 3.02	Authorization; Enforceability		80
	SECTION 3.03	Governmental Approvals; No Conflicts		80
	SECTION 3.04	Financial Statements		80
	SECTION 3.05	Properties		81
	SECTION 3.06	Equity Interests and Subsidiaries		84
	SECTION 3.07	Litigation; Compliance with Laws		84
	SECTION 3.08	Agreements		85
	SECTION 3.09	Federal Reserve Regulations		85
	SECTION 3.10	Investment Company Act; Public Utility Holding Company Act		85

i

			Page
	SECTION 3.11	Use of Proceeds		85
	SECTION 3.12	Taxes		85
	SECTION 3.13	No Material Misstatements		86
	SECTION 3.14	Labor Matters		86
	SECTION 3.15	Solvency		86
	SECTION 3.16	Employee Benefit and Pension Plans		87
	SECTION 3.17	Environmental Matters		88
	SECTION 3.18	Insurance		89
	SECTION 3.19	Security Documents		89
	SECTION 3.20	Equity Financing Documents; Representations and Warranties in Agreement		90
	SECTION 3.21	[Intentionally Omitted.]		90
	SECTION 3.22	Location of Material Inventory		90
	SECTION 3.23	Accuracy of Borrowing Base		90
	SECTION 3.24	Post-Audit Asset Dispositions		91
	SECTION 3.25	Holding Companies; Inactive Subsidiaries		91
	SECTION 3.26	Common Enterprise		91
ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS				91
	SECTION 4.01	Conditions to Continue to Fund the Credit Extensions		91
	SECTION 4.02	Conditions to All Credit Extensions		94
ARTICLE V. AFFIRMATIVE COVENANTS				95
	SECTION 5.01	Financial Statements, Reports, etc		95
	SECTION 5.02	Litigation and Other Notices		98
	SECTION 5.03	Existence; Businesses and Properties		98
	SECTION 5.04	Insurance		99
	SECTION 5.05	Obligations and Taxes		100
	SECTION 5.06	Employee Benefits and Pension Plans		100
	SECTION 5.07	Maintaining Records; Access to Properties and Inspections		101
	SECTION 5.08	Use of Proceeds		101
	SECTION 5.09	Compliance with Environmental Laws; Environmental Reports		102
	SECTION 5.10	[Intentionally Omitted]		102
	SECTION 5.11	Additional Collateral; Additional Guarantors		102
	SECTION 5.12	Security Interests; Further Assurances		104
	SECTION 5.13	Information Regarding Collateral; Corporate Identity or Taxpayer Identifications		104
	SECTION 5.14	Post-Closing Collateral Matters		105
	SECTION 5.15	Borrowing Base-Related Reports		105
	SECTION 5.16	[Intentionally Omitted]		107
	SECTION 5.17	[Intentionally Omitted]		107
	SECTION 5.18	Maintenance of Real Property		107

ii

			Page
ARTICLE VI. NEGATIVE COVENANTS				107
	SECTION 6.01	Indebtedness		108
	SECTION 6.02	Liens		111
	SECTION 6.03	Sale and Leaseback Transactions		114
	SECTION 6.04	Investments, Loans and Advances		114
	SECTION 6.05	Mergers, Consolidations, Sales of Assets and Acquisitions		117
	SECTION 6.06	Restricted Payments		119
	SECTION 6.07	Transactions with Affiliates		121
	SECTION 6.08	Financial Covenants		122
	SECTION 6.09	Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other Agreements, etc		122
	SECTION 6.10	Limitation on Certain Restrictions on Subsidiaries		122
	SECTION 6.11	Limitation on Issuance of Capital Stock		123
	SECTION 6.12	Limitation on Creation of Subsidiaries		123
	SECTION 6.13	Business		124
	SECTION 6.14	Limitation on Accounting Changes		124
	SECTION 6.15	Fiscal Year		124
	SECTION 6.16	No Negative Pledges		124
	SECTION 6.17	Lease Obligations		124
	SECTION 6.18	Upstream Restrictions		124
	SECTION 6.19	Holdings Companies; Inactive Subsidiaries		125
	SECTION 6.20	Material Agreements		125
ARTICLE VII. GUARANTEE				125
	SECTION 7.01	The Guarantee		125
	SECTION 7.02	Obligations Unconditional		126
	SECTION 7.03	Reinstatement		127
	SECTION 7.04	Subrogation; Subordination		128
	SECTION 7.05	Remedies		128
	SECTION 7.06	Instrument for the Payment of Money		128
	SECTION 7.07	Continuing Guarantee		128
	SECTION 7.08	General Limitation on Guarantee Obligations		128
ARTICLE VIII. EVENTS OF DEFAULT				130
ARTICLE IX. COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS; APPLICATION OF COLLATERAL PROCEEDS				133
	SECTION 9.01	Accounts and Account Collections		133
	SECTION 9.02	Inventory; Field Audits and Appraisals		136
	SECTION 9.03	Equipment, Real Property and Appraisals		136
	SECTION 9.04	Cash Collateral Account		137
	SECTION 9.05	Application of Proceeds		137

iii

			Page
ARTICLE X. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT				138
	SECTION 10.01	Appointment		138
	SECTION 10.02	Administrative Agent and Collateral Agent in Their Individual Capacity		139
	SECTION 10.03	Exculpatory Provisions		139
	SECTION 10.04	Reliance by the Administrative Agent and the Collateral Agent		140
	SECTION 10.05	Delegation of Duties		140
	SECTION 10.06	Successor Administrative Agent and/or Collateral Agent		141
	SECTION 10.07	Non-Reliance on the Administrative Agent, the Collateral Agent or Other Lenders		141
	SECTION 10.08	No Other Administrative Agent or Collateral Agent		142
	SECTION 10.09	Indemnification		142
	SECTION 10.10	Overadvances		142
	SECTION 10.11	Special Agent Advances		143
	SECTION 10.12	Revolving Loan Advances; Payments and Settlements; Interest and Fee Payments		144
ARTICLE XI. MISCELLANEOUS				145
	SECTION 11.01	Notices		145
	SECTION 11.02	Waivers; Amendment; Releases of Collateral		146
	SECTION 11.03	Expenses; Indemnity		149
	SECTION 11.04	Successors and Assigns		150
	SECTION 11.05	Survival of Agreement		153
	SECTION 11.06	Counterparts; Integration; Effectiveness		153
	SECTION 11.07	Severability		153
	SECTION 11.08	Right of Setoff		153
	SECTION 11.09	Governing Law; Jurisdiction; Consent to Service of Process		154
	SECTION 11.10	Waiver of Jury Trial		154
	SECTION 11.11	Headings		155
	SECTION 11.12	Confidentiality		155
	SECTION 11.13	Interest Rate Limitation		156
	SECTION 11.14	Lender Addendum		156
	SECTION 11.15	Dollar Equivalent Calculations		156
	SECTION 11.16	Judgment Currency		156
	SECTION 11.17	Patriot Act		157
ARTICLE XII. AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT				157

iv

ANNEXES
Annex I	Applicable Margin
Annex II	Closing Checklist
SCHEDULES
Schedule 1.01(a)	Mortgaged Real Property
Schedule 1.01(b)	Refinancing Indebtedness To Be Repaid
Schedule 1.01(c)	Guarantors
Schedule 1.01(d)	Eligible Equipment and Eligible Real Property
Schedule 1.01(e)	Locations of Eligible Equipment
Schedule 1.01(f)	Intercompany Agreements
Schedule 3.03	Governmental Approvals; Compliance with Laws
Schedule 3.05(b)	Real Property; Maintenance and Repairs
Schedule 3.06(a)	Subsidiaries
Schedule 3.06(c)	Corporate Organizational Chart
Schedule 3.08(c)	Material Agreements
Schedule 3.16	Canadian Pension Plans
Schedule 3.17	Environmental Matters
Schedule 3.18	Insurance
Schedule 3.22	Location of Material Inventory
Schedule 4.01(d)	Local Counsel
Schedule 4.01(n)	Landlord Access Agreements
Schedule 4.01(o)(iii)	Title Insurance Amounts
Schedule 5.14	Post-Closing Matters
Schedule 6.01(b)	Existing Indebtedness
Schedule 6.01(c)	Existing Interest Rate Protection Agreements
Schedule 6.02(c)	Existing Liens
Schedule 6.04(a)	Existing Investments
Schedule 6.18	Holdings Companies; Inactive Subsidiaries
EXHIBITS
Exhibit A-1	Form of Administrative Questionnaire
Exhibit A-2	Form of Compliance Certificate
Exhibit A-3	Form of LC Request
Exhibit A-4	Form of Lender Addendum
Exhibit B	Form of Assignment and Acceptance
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Interest Election Request
Exhibit E	Form of Joinder Agreement
Exhibit ECI	Form of Customer Agreement

v

Exhibit F	Form of Landlord Lien Waiver and Access Agreement
Exhibit G	Form of Mortgage
Exhibit H-1	Form of Revolving Note
Exhibit H-2	Form of Swingline Note
Exhibit I-1	Form of Perfection Certificate
Exhibit I-2	Form of Perfection Certificate Supplement
Exhibit J-1	Form of US Security Agreement
Exhibit J-2	Form of Canadian Security Agreement
Exhibit K	Form of Opinion of Blank Rome LLP
Exhibit L	Form of Intercompany Note
Exhibit M	Form of Borrowing Base Certificate
Exhibit SHA	Cross Currency Swap Transaction
Exhibit 12	Exiting Lender Interest

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 23, 2005, is among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, MERRILL LYNCH CAPITAL a division of Merrill Lynch Business Financial Services Inc. and UBS SECURITIES LLC, as joint lead arrangers (collectively, in such capacity, “Arrangers”), NATIONAL CITY BUSINESS CREDIT, INC., as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., as documentation agent (in such capacity, “Documentation Agent”), UBS AG, STAMFORD BRANCH, in its individual capacity (in such capacity, “UBS”), as issuing bank and MERRILL LYNCH BANK USA, in its individual capacity (in such capacity, “Merrill Lynch Bank”), as issuing bank (UBS and Merrill Lynch Bank each in such capacity, “Issuing Bank”), and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., in its individual capacity (in such capacity, “Merrill”), as swingline lender (in such capacity, “Swingline Lender”), as Administrative Agent (in such capacity, “Administrative Agent”) for the Lenders, and collateral agent and as security trustee (in such capacity, “Collateral Agent”) for the Secured Parties.

WITNESSETH:

     WHEREAS, Borrower and certain parties hereto are parties to an Amended and Restated Credit Agreement, dated as of October 22, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “Prior Credit Agreement”), pursuant to which the Lenders extended Revolving Loans and other Credit Extensions in an aggregate principal amount at any time outstanding not in excess of $275.0 million for the purposes of (a) restating and refinancing outstanding borrowings under the Original Credit Agreement (as hereinafter defined), (b) financing any Permitted Loan Funded Acquisition and (c) providing funds for general corporate purposes of Borrower;

     WHEREAS, immediately prior to the effectiveness of this Agreement, UBS will resign as the administrative agent under the Prior Credit Agreement and the other Loan Documents and, pursuant to this Agreement, Merrill will be appointed as the Administrative Agent hereunder and under the other Loan Documents;

     WHEREAS, Borrower, the Administrative Agent, the Collateral Agent and Lenders desire to amend and restate the Prior Credit Agreement on the terms set forth herein to, among other things, (a) reduce the Applicable Margins as set forth herein and (b) increase the aggregate Revolving Commitments.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree to amend and restate the Prior Credit Agreement in its entirety as follows:

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ARTICLE I.

DEFINITIONS

     SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

     “ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

     “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

     “ABR Loan” shall mean any ABR Revolving Loan.

     “ABR Revolving Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

     “ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

     “Account Debtor” shall mean any Person who may become obligated to another Person under, with respect to, or on account of, an Account.

     “Accounting Changes” shall have meaning assigned to such term in Section 1.04.

     “Accounts” shall mean all “accounts,” as such term is defined in the UCC, in which any Person now or hereafter has rights, including, without limitation, any and all rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, in each case, for purposes of calculating the Borrowing Base, net of any credits, rebates or offsets owed by Borrower or Borrowing Base Guarantors to the respective customer.

     “Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments paid to or for the benefit of the seller by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of assets or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business.

     “Acquisition Debt Issuance” shall mean unsecured Indebtedness issued to seller(s) or to or sold through financial institutions acceptable to the Administrative Agent in its reasonable discretion as consideration for a Permitted Non-Loan Funded Acquisition in an amount, on such terms (including ownership and structure of the Person being acquired and the identity of all

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     obligors with respect to such debt), and subordinated to the Obligations in a manner and form satisfactory to the Administrative Agent in its reasonable discretion as to right and time of payment and as to any other terms, rights and remedies thereunder.

     “Activation Notice” shall have the meaning assigned to such term in Section 9.01(e)(i).

     “Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Revolving Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Revolving Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Revolving Borrowing for such Interest Period.

     “Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other Person appointed as the successor pursuant to Article X.

     “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

     “Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of Section 6.07, the term “Affiliate” shall also include any Person that directly or indirectly owns more than 20% of any class of Equity Interests of the Person specified or that is an executive officer or director of the Person specified.

     “Agreement” shall have the meaning assigned to such term in the preamble hereto.

     “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

     “Applicable Margin” shall mean, for any day, with respect to any Revolving Loan, the applicable percentage set forth in Annex I under the appropriate caption, based upon average daily Excess Availability for the most recent fiscal quarter.

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     “Arrangers” shall have the meaning assigned to such term in the preamble hereto.

     “Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any sale and leaseback transaction) of any Property (including stock of any Subsidiary of Holdings by the holder thereof) by Holdings, Intermediate Holdings, Borrower or any of their Subsidiaries to any Person other than Borrower or any Guarantor (excluding (i) Inventory sold in the ordinary course of business, (ii) any sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (iii) disposals of obsolete, uneconomical, negligible, worn out or surplus Property in the ordinary course of business or (iv) sales of Cash Equivalents and marketable securities) and (b) any issuance or sale by any Subsidiary of Holdings of its Equity Interests to any Person (other than to Borrower or any Guarantor).

     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent.

     “Attributable Indebtedness” shall mean, when used with respect to any sale and leaseback transaction, as at the time of determination, the present value (discounted at a rate equivalent to the then-current weighted average cost of funds for borrowed money of Holdings and all of its Domestic Subsidiaries as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such sale and leaseback transaction.

     “AutoZone Account(s)” shall mean those certain Account(s) with AutoZone, Inc. as the Account Debtor, owing to Borrower, any Borrowing Base Guarantor, or any Subsidiary thereof.

     “Available Amount” shall mean, with respect to any Eligible Account, an amount equal to the book value of such Eligible Account multiplied by the then applicable advance rate with respect to such Eligible Account, as adjusted by the Collateral Agent in its reasonable credit judgment and pursuant to the Credit Agreement.

     “Base Rate” shall mean a variable per annum rate, as of any date of determination, equal to the rate of interest which is identified and normally published by Bloomberg Professional Service Page Prime as the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates). Any change in Base Rate will become effective as of the date the rate of interest which is so identified as the “Prime Rate” is different from that published on the preceding Business Day. If Bloomberg Professional Service no longer reports the Prime Rate, or if such Page Prime no longer exists, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Base Rate, provided that Administrative Agent shall give prompt subsequent notice of such selection to Borrower.

     “BIA” shall mean the Bankruptcy and Insolvency Act (Canada), as the same may be in effect from time to time.

     “Blocked Account” shall have the meaning assigned to such term in Section 9.01(d).

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     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

     “Borrower” shall have the meaning assigned to such term in the preamble hereto.

     “Borrowing” shall mean (a) Revolving Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Revolving Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

     “Borrowing Base” shall mean at any time, subject to adjustment as provided in Section 2.19, an amount equal to the lesser of:

     (a) an amount equal to the sum of, without duplication:

          (i) the book value of Eligible Accounts of Borrower multiplied by the advance rate of 85%, plus

          (ii) the lesser of (i) the advance rate of 60% of the Cost of Eligible Inventory of Borrower or (ii) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of Borrower, plus

          (iii) the aggregate of all Incorporated Borrowing Bases, plus

          (iv) the lesser of (i) the Fixed Asset Loan Value of Borrower multiplied by the FALV Amortization Factor or (ii) $50.0 million, minus

          (v) effective immediately upon notification thereof to Borrower by the Collateral Agent, any Reserves established from time to time by the Collateral Agent in the exercise of its reasonable credit judgment;

     or

     (b) the maximum amount permitted to be outstanding pursuant to Section 4.10(b)(3) of the Qualified Senior Note Indenture.

Assets denominated in Canadian Dollars shall for purposes hereof be valued at the Dollar Equivalents.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Administrative Agent with such adjustments (subject to any Lender approval required by Section 2.19) as the Collateral Agent deem appropriate in its reasonable credit judgment to assure that the Borrowing Base is calculated in accordance with the terms of this Agreement.

     “Borrowing Base Certificate” shall mean an Officers’ Certificate from Borrower, substantially in the form of, and containing the information prescribed by, Exhibit M, delivered to the Administrative Agent and the Collateral Agent setting forth Borrower’s calculation of the

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Borrowing Base (including the maximum amount permitted to be outstanding pursuant to Section 4.10(b)(3) of the Qualified Senior Note Indenture).

     “Borrowing Base Guarantor” shall mean Holdings, Intermediate Holdings, General Cable Canada, General Cable LLC, General Cable Texas, General Cable Technologies and any other Wholly Owned Subsidiary of Borrower which may hereafter be approved by Administrative Agent and Collateral Agent which (a) is a Domestic Subsidiary or a Canadian Subsidiary, (b) is currently able to prepare all collateral reports in a comparable manner to the Borrower’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Security Documents as Collateral Agent has reasonably requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to Borrower and (ii) all UCC or PPSA search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens.

     “Borrowing Base Guarantor Intercompany Loan Account” shall mean the sum of (a) the net amount of any intercompany advances (including Letters of Credit issued for the account or benefit of a Borrowing Base Guarantor) which are made and are outstanding to or for the account of a Borrowing Base Guarantor from Borrower and (b) interest accrued and unpaid on such amount at the rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

     “Borrowing Request” shall mean a request by Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in New York City and Chicago are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

     “Canadian” shall mean, as to any Person, a Person that is created or organized under the laws of Canada or a Province or territory of Canada.

     “Canadian Benefit Plans” shall mean all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Loan Party having employees in Canada.

     “Canadian Dollars” and the sign “Cdn$” shall mean lawful currency of Canada.

     “Canadian Guaranty” shall mean that certain Guarantee dated as of the Original Closing Date addressed to the Collateral Agent for the benefit of the Secured Parties by General Cable Canada, and that certain Guarantee dated as of the Original Closing Date addressed to the Collateral Agent for the benefit of the Secured Parties by General Cable Canada Ltd., an Ontario corporation, which are governed by Canadian law, as the same may from time to time be

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modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

     “Canadian Pension Plans” shall mean each plan which is considered to be a pension plan for the purposes of any applicable pension benefits standards statute and/or regulation in Canada established, maintained or contributed to by any Loan Party for its employees or former employees and shall not mean the Canadian Pension Plan that is maintained by the Government of Canada.

     “Canadian Pledge Agreements” shall mean that certain ULC Securities Pledge Agreement by Holdings pledging all of its Equity Interests in General Cable Canada, that certain ULC Securities Pledge Agreement by Marathon Manufacturing Holdings, Inc., a Delaware corporation, pledging all of its Equity Interests in General Cable Canada, and that certain ULC Securities Pledge Agreement by General Cable Canada Ltd., an Ontario corporation, pledging all of its Equity Interests in General Cable Canada, each dated as of the Original Closing Date addressed to Collateral Agent for the benefit of the Secured Parties, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

     “Canadian Priority Payment Reserve” shall mean, at any time, with respect to General Cable Canada and any other Canadian Loan Party, the amount past due and owing by any such Person, or the accrued amount for which any such Person has an obligation to remit to a Governmental Authority or other Person pursuant to any applicable law, rule or regulation, in respect of (i) pension fund obligations; (ii) unemployment insurance; (iii) goods and services taxes; sales taxes; employee income taxes and other taxes payable or to be remitted or withheld; (iv) workers’ compensation; (v) vacation pay; and (vi) other like charges and demands; in each case, in respect of which any Governmental Authority or other Person may claim a security interest, lien, trust or other claim ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted in the Security Documents.

     “Canadian Security Agreement” shall mean that certain Security Agreement dated as of the Original Closing Date addressed to the Collateral Agent for the benefit of the Secured Parties by General Cable Canada, which is governed by Canadian law, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

     “Capital Expenditures” shall mean, with respect to any Person, for any period, the aggregate amount of all expenditures by such Person and its Subsidiaries during that period for fixed or capital assets that, in accordance with GAAP, are or should be classified as capital expenditures in the consolidated balance sheet of such Person and its Consolidated Subsidiaries.

     “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) Property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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     “Cash Collateral Account” shall have the meaning assigned to such term in Section 9.04.

     “Cash Equivalents” shall mean, as to any Person: (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided, that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such Person; (b) securities issued, or directly, unconditionally and fully guaranteed or insured, by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Ratings Group or Moody’s Investors Services, Inc.; (c) time deposits and certificates of deposit or bankers’ acceptance of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such Person; (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above entered into with any bank meeting the qualifications specified in clauses (c) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (e) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc., and in each case maturing not more than one year after the date of acquisition by such Person; (f) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (e) above; and (g) demand deposit accounts maintained in the ordinary course of business.

     “Cash Management System” shall have the meaning assigned to such term in Section 9.01(e).

     “Casualty Event” shall mean, with respect to any Property (including Real Property) of any Person (other than a Person which is a Foreign Subsidiary of Holdings) any loss of title with respect to such Property or any loss of or damage to or destruction of, or any condemnation or other taking (including by any Governmental Authority) of, such Property for which such Person or any of its Subsidiaries (other than Foreign Subsidiaries) receives insurance proceeds or proceeds of a condemnation award or other compensation. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any such Person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any such Person or any part thereof by any Governmental Authority, civil or military.

     “CCAA” shall mean the Companies’ Creditors Agreement Act (Canada), as the same may be in effect from time to time.

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     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

     “Change in Control” shall be deemed to have occurred if: (a) any Person or group (within the meanings of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) acquires ownership, directly or indirectly, beneficially or of record, of capital stock representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding stock of Holdings, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were not (i) directors of Holdings on the date hereof, (ii) nominated by the board of directors of Holdings, or (iii) appointed by directors so nominated (it being understood that, in the absence of an event described in clause (a) or (b), the replacement of one or more officers of Holdings shall not in and of itself constitute a Change in Control), (c) Holdings at any time ceases to own and control 100% of the capital stock of Intermediate Holdings, (d) Intermediate Holdings at any time ceases to own and control 100% of the capital stock of Borrower, (f) Holdings at any time ceases to, directly or indirectly, own and control 100% of each class of the outstanding equity interests of each Borrowing Base Guarantor and (g) at any time a change of control occurs under and as defined in any documentation relating to any Material Indebtedness.

     “Change in Law” shall mean (a) the adoption of any law, treaty, order, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Bank (or for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

     “Charges” shall have the meaning assigned to such term in Section 11.13.

     “Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.

     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Swingline Commitment or LC Commitment.

     “Closing Date” shall mean November 23, 2005.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Real Property and all other Property of whatever kind and nature pledged as collateral under any Security Document.

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     “Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and shall include the Collateral Agent in its capacity as trustee for the Secured Parties solely for the purposes of English law in respect of the Collateral which is the subject of the Security Documents and Foreign Pledge Agreements governed by English law, and each other Person appointed as the successor pursuant to Article X

     “Collateral Agent Fee” shall have the meaning ascribed to such term in Section 2.05(b)(ii).

     “Collection Account” shall have the meaning assigned to such term in Section 9.01(e)(i)

     “Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for the account of Borrower for the benefit of Borrower or any Borrowing Base Guarantor, for the purpose of providing the primary payment mechanism in connection with the purchase of materials, goods or services by Borrower or any Borrowing Base Guarantor in the ordinary course of their businesses.

     “Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, LC Commitment or Swingline Commitment.

     “Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

     “Commitment Increase” shall have the meaning assigned to such term in Section 2.20.

     “Commitments” shall mean the aggregate sum of each Lender’s Commitment.

     “Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of them.

     “Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit A-2.

     “Concentration Account” shall have the meaning assigned to such term in Section 9.01(e)(i).

     “Concentration Account Bank” shall have the meaning assigned to such term in Section 9.01(e)(i).

     “Confidential Information Memoranda” shall mean (a) that certain confidential offering memorandum dated as of November 19, 2003 with respect to the proposed issuance by Holdings of the Qualified Senior Notes, (b) that certain confidential offering memorandum dated as of November 19, 2003 with respect to the proposed issuance by Holdings of the Convertible Preferred Stock and (c) that certain prospectus supplement dated as of November 19, 2003 with respect to the proposed issuance by Holdings of its New Common Stock.

     “Consolidated Companies” shall mean Holdings and its Consolidated Subsidiaries.

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     “Consolidated EBITDA” shall mean, for any applicable measurement period, Consolidated Net Income for such period, as adjusted by adding thereto (a) any provision for (or less any benefit from) income and franchise taxes included in the determination of net income for such period, (b) the amount of Consolidated Interest Expense, (c) amortization and depreciation deducted in the determination of net income for such period, (d) amortization of debt discount and deferred financing costs, capitalized interest, interest paid in kind, (e) losses (or less gains) from Asset Sales included in the determination of net income for such period (excluding sales expenses or losses related to current assets), (f) other non-cash losses (or less gains) included in the determination of net income for such period and for which no cash outlay (or cash receipt) is foreseeable, (g) employee severance and other unusual charges of up to $30.0 million in the aggregate for such period, to the extent recorded for the financial reporting purposes prior to the first anniversary of the Original Closing Date and relating to closures of plants located at (i) 37 Cushman St., Taunton MA 02780, (ii) 440 East 8^th Street, Marion, IN 46953 and (iii) 75 Canal St., South Hadley, MA 01075, and (h) with the consent of the Administrative Agent, which may be withheld in its reasonable credit judgment, extraordinary losses (or less gains) included in the determination of net income during such period, net of related tax effects.

     “Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period less (i) the amount of all Capital Expenditures made by Holdings and its Subsidiaries during such period and (ii) all cash payments in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period) to (b) Consolidated Fixed Charges for such Test Period.

     “Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of (a) Consolidated Interest Expense for such period; (b) the scheduled principal amount of all amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations) of Holdings and its Subsidiaries for such period (as determined on the first day of the respective period); (c) all dividend payments on any series of Disqualified Capital Stock of Holdings, and (d) all accrued dividends on any Preferred Stock (other than Disqualified Capital Stock) of Holdings, including the Convertible Preferred Stock (including dividends payable through the issuance of Equity Interests to the extent Holdings has not irrevocably declared such dividends to be payable through the issuance of Equity Interests). Consolidated Fixed Charges for Test Periods ending March 31, 2004, June 30, 2004 and September 30, 2004, shall be deemed to be, respectively, the Consolidated Fixed Charges as calculated for the period commencing on January 1, 2004 and ending on (x) March 31, 2004 and multiplied by 4.0, (y) June 30, 2004 and multiplied by 2.0 and (z) September 30, 2004 and multiplied by 1.333.

     “Consolidated Interest Expense” shall mean, for any period, without duplication, the total consolidated interest expense of Holdings and its Consolidated Subsidiaries for such period (calculated without regard to any limitations on the payment thereof and including commitment fees, letter of credit fees and net amounts payable under Interest Rate Protection Agreements) determined in accordance with GAAP plus, without duplication, (a) the portion of Capital Lease Obligations of Holdings and its Consolidated Subsidiaries representing the interest factor for such period, (b) imputed interest on Attributable Indebtedness, (c) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Borrower or a Wholly Owned

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Subsidiary) in connection with Indebtedness incurred by such plan or trust, (d) all interest paid or payable with respect to discontinued operations, (e) all dividend payments on any series of any Preferred Stock of any Subsidiary of Holdings (other than any Preferred Stock held by Holding or a Wholly Owned Subsidiary), and (f) all interest on any Indebtedness of the type described in clause (f) or (k) of the definition of “Indebtedness” with respect to Holdings or any of its Subsidiaries.

     “Consolidated Net Income” shall mean, for any period, the consolidated net income of Holdings and its Consolidated Subsidiaries determined in accordance with GAAP, but excluding in any event (a) with the consent of Administrative Agent, which may be withheld in its reasonable credit judgment, after-tax extraordinary gains or extraordinary losses; (b) after-tax gains or losses realized from (i) the acquisition of any securities, or the extinguishment or conversion of any Indebtedness or Equity Interest, of Holdings or any of its Subsidiaries or (ii) any sales of assets (other than Inventory in the ordinary course of business); (c) net earnings or loss of any other Person (other than a Subsidiary of Holdings) in which Holdings or any Consolidated Subsidiary has an ownership interest, except (in the case of any such net earnings) to the extent such net earnings shall have actually been received by Holdings or such Consolidated Subsidiary (subject to the limitation in clause (d) below) in the form of cash dividends or distributions; (d) the net income of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Consolidated Subsidiary of its net income is not at the time of determination permitted without approval under applicable law or regulation or under such Consolidated Subsidiary’s organizational documents or any agreement (except such restrictions as are approved in writing and in advance by the Administrative Agent) or instrument applicable to such Consolidated Subsidiary or its stockholders; (e) gains or losses from the cumulative effect of any change in accounting principles; (f) earnings resulting from any reappraisal, revaluation or write-up of assets; and (g) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or any Consolidated Subsidiary or is merged into or consolidated with Holdings or any Consolidated Subsidiary or that Person’s assets are acquired by Holdings or such Consolidated Subsidiary.

     “Consolidated Subsidiary” shall mean, as to any Person, all Subsidiaries of such Person which are consolidated with such Person for financial reporting purposes in accordance with GAAP.

     “Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in paragraphs (a), (b) and (f) of Section 6.02, the following conditions:

     (a) any Loan Party shall be contesting such Lien in good faith;

     (b) to the extent such Lien is in an amount in excess of $250,000, in the aggregate with all other such Liens, the Collateral Agent shall have established a Reserve (to the extent of such Lien on Eligible Accounts, Eligible Inventory, Eligible Equipment or Eligible Real Property) with respect thereto or obtained a bond in an amount sufficient to pay and discharge such Lien and the Collateral Agent’s reasonable estimate of all interest and penalties related thereto; and

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     (c) such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the law or regulation creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

     “Contingent Obligation” shall mean, as to any Person, any obligation, agreement, understanding or arrangement of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any Property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances and letters of credit, until a reimbursement obligation arises; or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable, whether severally or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

     “Convertible Preferred Stock” shall mean Holdings’ 5.75% Series A Redeemable Convertible Preferred Stock of Holdings, par value $0.01 per share, liquidation preference $50 per share, issued pursuant to the Convertible Preferred Stock Documents.

     “Convertible Preferred Stock Documents” shall mean the Certificate of Designations relating to the Convertible Preferred Stock, the Convertible Preferred Stock Purchase Agreement and other documents pursuant to which the Convertible Preferred Stock is issued and all other documents executed and delivered with respect to the Convertible Preferred Stock, in each case in the form delivered to the Administrative Agent prior to the Original Closing Date.

     “Cost” shall mean, as determined by Collateral Agent in good faith, with respect to Inventory, the lower of (a) landed cost computed on a first-in first-out basis in accordance with GAAP or (b) market value; provided, that for purposes of the calculation of the Borrowing Base,

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(i) the Cost of the Inventory shall not include: (A) the portion of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to Borrower or the Borrowing Base Guarantors, (B) write-ups or write-downs in cost with respect to currency exchange rates, or (C) as determined by the Collateral Agent in the Collateral Agent’s reasonable credit judgment, any costs associated with shipping, handling, customs duties, or other in-bound freight charges, and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory shall be computed in the same manner and consistent with the most recent Inventory Appraisal which has been received and approved by Collateral Agent in its reasonable discretion.

     “Credit Extension” shall mean, as the context may require, (a) the making of a Loan by a Lender or (b) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank, in each case, whether pursuant to the Original Credit Agreement, the Prior Credit Agreement or this Agreement; provided, that “Credit Extensions” shall include conversions and continuations of outstanding Revolving Loans.

     “Debt Issuance” shall mean the incurrence by Holdings, Intermediate Holdings, Borrower or any of their Subsidiaries of any Indebtedness after the Original Closing Date (other than as permitted by Section 6.01).

     “Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

     “Default Allocation Percentage” as to any Lender shall mean the quotient (determined as a percentage) determined as of the date of an Event of Default, whose numerator equals the principal, interest, fees and other Obligations owing to such Lender (including all advances made by such Lender following such Event of Default) plus the amount of such Lender’s marked-to-market exposure under Specified Hedging Agreements as of such date and whose denominator equals the principal, interest, fees and other Obligations owing to all Lenders (including all advances made by the Lenders following such Event of Default) plus the amount of all Lenders’ marked-to-market exposure under Specified Hedging Agreements as of such date.

     “Deposit Account Control Agreement” means an agreement, in form and substance satisfactory to Collateral Agent, among Collateral Agent, Borrower or a Guarantor maintaining a deposit account at any bank, and such bank, which agreement provides that (a) such bank shall comply with instructions originated by Collateral Agent directing disposition of the funds in such deposit account without further consent by Borrower or such Guarantor (as applicable), and (b) such bank shall agree that it shall have no Lien on, or right of setoff against, such deposit account or the contents thereof, other than in respect of commercially reasonable fees and other items expressly consented to by Collateral Agent, and containing such other terms and conditions as Collateral Agent may require, including as to any such agreement pertaining to any Blocked Account, providing that all items received or deposited in such Blocked Account are the property of Collateral Agent, and that such bank shall wire, or otherwise transfer, in immediately available funds, on a daily basis to the Concentration Account, or, in the case of the Concentration Account, to the Collection Account, all funds received or deposited into such Blocked Account.

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     “Disqualified Capital Stock” shall mean any Equity Interest (other than Convertible Preferred Stock) which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time prior to the first anniversary of the Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations.

     “Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

     “Documents” shall mean all “documents,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.

     “Dollar Equivalent” shall mean, as to any amount denominated in Canadian Dollars or any other currency as of any date of determination, the amount of Dollars that would be required to purchase the amount of Canadian Dollars or such other currency based upon the spot selling rate at which the Administrative Agent offers to sell Canadian Dollars or such other currency for Dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later.

     “Dollars” or “$” shall mean lawful money of the United States.

     “Domestic” shall mean, as to any Person, a Person which is created or organized under the laws of the United States, any of its states or the District of Columbia.

     “Eligible Accounts” shall have the meaning assigned to such term in Section 2.19(a).

     “Eligible Consigned Inventory” shall mean Eligible Inventory of Borrower or Borrowing Base Guarantor on consignment (A) on a location at which the aggregate Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee of Borrower or Borrowing Base Guarantor with respect to which the aggregate Cost of such consigned Eligible Inventory is not less than $500,000, and (C) with respect to which Collateral Agent shall have received, in each case in form and substance satisfactory to Collateral Agent:

     (a) a valid consignment agreement or arrangement which is reasonably satisfactory to Collateral Agent is in place with respect to such Eligible Inventory;

     (b) UCC searches against the consignee in those jurisdictions in which such Eligible Inventory is subject to consignment and the jurisdiction in which the consignee is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate;

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     (c) UCC-1 financing statements between the consignee and the Borrower or Borrowing Base Guarantor, as consignor, in form and substance satisfactory to Collateral Agent, which are duly assigned to Collateral Agent;

     (d) a written notice to any lender to the consignee of the first priority security interest in such Eligible Inventory of Collateral Agent; and

     (e) an agreement in writing, in form and substance satisfactory to Collateral Agent, from the consignee, pursuant to which such consignee, inter alia, acknowledges the first priority security interest of Collateral Agent in such Collateral, agrees to waive any and all claims such consignee may, at any time, have against such Collateral, whether for processing, storage, breach of warranty (with respect to prior purchases) or otherwise, and agrees to permit Collateral Agent access to the premises of such consignee so as to remove such Collateral from such premises and, in the case of any consignee who at any time has custody, control or possession of any Collateral, acknowledges that it holds and will hold possession of the Collateral for the benefit of Collateral Agent and agrees to follow all instructions of Collateral Agent with respect thereto.

     Notwithstanding the foregoing and upon reasonable request of Borrower:

     (1) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee has no secured creditors that have a claim with respect to such Eligible Inventory, Administrative Agent may in its discretion waive the requirements of clauses (c) and (d) above; provided, however, that such waiver may be revoked by the Administrative Agent at any time upon five Business Days written notice to Borrower; provided, further, that the amount of the Borrowing Base which may be determined on the basis of Eligible Consigned Inventory which is eligible because of Administrative Agent’s waiver pursuant to this subclause (1) of the requirements of clauses (c) and (d) above shall not exceed $10.0 million at any time,

     (2) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee is a customer of Borrower in the ordinary course of the Borrower’s business, Borrower may, in lieu of entering into an agreement as required by clause (e) above, enter into an agreement with such consignee substantially in the form attached hereto as Exhibit ECI; and

     (3) upon Collateral Agent receiving evidence satisfactory to it that the applicable consignee is both a customer of Borrower in the ordinary course of business and an Investment Grade Account Debtor, the requirements of clauses (b), (c) and (d) above shall be waived; provided, that (i) Borrower will schedule out such Inventory by location in the Borrower Base Certificate and list whether such customer is an Investment Grade Account Debtor and (ii) the aggregate Cost of Eligible Consigned Inventory which is eligible because of the waiver pursuant to this subclause (3) of the requirements of clauses (b), (c) and (d) above shall not exceed $20,000,000 at any time.

     “Eligible Equipment” shall mean any Equipment owned by Borrower or Borrowing Base Guarantor which is acceptable to Administrative Agent in its reasonable credit judgment for lending purposes and which, without limiting Administrative Agent’s discretion, meets, and so long as it continues to meet, the following requirements:

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     (a) is located at one of the business locations in the United States or Canada of such Persons set forth on Schedule 1.01(e),

     (b) is subject to a valid and perfected first priority lien in favor of Collateral Agent,

     (c) is owned by Borrower or Borrowing Base Guarantor free and clear of all liens and rights of any other Person, except the valid and perfected first priority Lien in favor of Collateral Agent and Permitted Liens, if any, which are subordinated to the Lien of Collateral Agent,

     (d) does not breach any of the representations or warranties pertaining to such property set forth in this Agreement or the other Loan Documents,

     (e) is covered by insurance reasonably acceptable to Collateral Agent,

     (f) is appraised by an independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to Borrower, and

     (g) is not ineligible by virtue of one or more of the criteria set forth below; provided, however, that such criteria may be revised from time to time by Administrative Agent in its reasonable credit judgment to address the results of any audit or appraisal performed by Collateral Agent from time to time after the date hereof.

An item of Equipment shall be excluded from Eligible Equipment if:

     (i) Borrower or Borrowing Base Guarantor does not have good, valid, and marketable title thereto;

     (ii) it is located on real property leased by Borrower or Borrowing Base Guarantor, unless it is subject to a Landlord Lien Waiver and Access Agreement executed by the lessor, or other third party, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of other Persons, if any, stored on the premises;

     (iii) it is damaged, defective or obsolete, or it constitutes furnishings, parts, fixtures or is affixed to Real Property, unless such Equipment is affixed to the Mortgaged Real Property listed on Schedule 1.01(e);

     (iv) Collateral Agent has not received evidence of the property or casualty insurance required by this Agreement with respect to such Equipment;

     (v) it is subject to a lease with any Person (other than a Borrower or a Borrowing Base Guarantor, provided, that the Lien on and security interest in the related lease shall be granted to the Collateral Agent and Collateral Agent shall have received all control agreements and instruments and all actions shall be taken as reasonably requested by the Collateral Agent to perfect the Collateral Agent’s security interest in such lease); or

     (vi) it is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent (unless a reasonably satisfactory mortgagee waiver has been delivered

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to the Collateral Agent) or the removal of which is subject to restrictions relating to financing arrangement, including any industrial revenue bond financing.

     “Eligible Inventory” shall mean, subject to adjustment as set forth in Section 2.19(b), items of Inventory of the Borrower and a Borrowing Base Guarantor.

     “Eligible Real Property” shall mean the Real Properties which (a) are located at (i) 101 Pleasant Valley Boulevard, Altoona, Pennsylvania 16603 (Blair County) owned in fee simple by Borrower, (ii) 1453 South Washington, DuQuoin, Illinois 62832 (Perry County) owned in fee simple by Borrower , (iii) 1381 By-Pass North, Lawrenceburg, Kentucky 40342 (Anderson County) owned in fee simple by Intermediate Holdings, (iv) Three Carol Drive, Lincoln, Rhode Island 2865 (Town of Lincoln) owned in fee simple by General Cable LLC, (v) Highway 27 West, Malvern, Arkansas 72105 owned in fee simple by Borrower, (vi) P.O. Box 430, US Highway 80, Marshall, Texas 75688 (Harrison County), owned in fee simple by Borrower, (vii) 4 Tesseneer Drive, Highland Heights, Kentucky 41076, improvements to which are owned by Intermediate Holdings and which is subject to that certain Amended and Restated Ground Lease with Option to Purchase, dated July 26, 1992, between Northern Kentucky University Foundation, Inc., a Kentucky non-profit corporation and General Cable Technologies (by assignments from Holdings), (viii) 345 McGregor Street, Manchester, New Hampshire 03102, owned in fee simple by Borrower, (ix) 1600 West Main Street, Willimantic, Connecticut 06226. owned in fee simple by Borrower, (x) 440 East 8th Street, Marion, Indiana 46953, owned in fee simple by Borrower and (xi) 19 Bobrick Drive, Jackson, Tennessee 38305, owned in fee simple by Borrower or (b) are owned by Borrower or a Borrowing Base Guarantor and designated from time to time by the Administrative Agent as being Eligible Real Property, provided, that with respect to each such parcel of Eligible Real Property, each of the improvements thereon is acceptable to the Administrative Agent in its reasonable credit judgment for lending purposes and each of which, without limiting such reasonable credit judgment, meets, or continues to meet, the following requirements: (i) it is subject to a first priority mortgage or leasehold mortgage and lien in favor of Collateral Agent, (ii) it is owned by the Borrower and applicable Borrowing Base Guarantor free and clear of all liens and rights of any other Person, except the mortgage or leasehold mortgage and lien in favor of Collateral Agent and Permitted Liens which are subordinate to such mortgage liens of the Collateral Agent, (iii) it does not breach any of the representations or warranties pertaining to such property set forth in this Agreement or the other Loan Documents, (iv) it is covered by title insurance with respect to the Lien of Collateral Agent and casualty and property insurance reasonably acceptable to the Collateral Agent, (v) it is appraised by an independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to Borrower and (vi) it is the subject of an environmental report reasonably acceptable to Collateral Agent.

     “Environment” shall mean ambient air, surface water and groundwater (including, without limitation, potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

     “Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication in each case alleging liability for investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, Property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the

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presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation of Environmental Law, and shall include, without limitation, any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety, the Environment.

     “Environmental Law” shall mean any and all applicable present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health.

     “Environmental Permit” shall mean any permit, license, approval, consent or other authorization required by or from a Governmental Authority under Environmental Law.

     “Equipment” shall mean, as to any Person, all of such Person’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

     “Equity Financing” shall mean the offering of Convertible Preferred Stock by Holdings on or prior to the Original Closing Date in an amount not less than $90.0 million and offering of New Common Stock on or prior to the Original Closing Date in an amount of not less than $41.0 million.

     “Equity Financing Documents” shall mean the applicable Confidential Information Memoranda and any other documents pursuant to which the Convertible Preferred Stock and New Common Stock are issued and all other documents, instruments or agreements executed and delivered with respect to the Convertible Preferred Stock or the New Common Stock.

     “Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on, or issued after, the Original Closing Date, but excluding debt securities convertible or exchangeable into such equity.

     “Equity Issuance” shall mean, without duplication, any issuance or sale after the Original Closing Date of (a) any Equity Interests (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (b) any other security or instrument representing an Equity Interest (or the right to obtain any Equity Interest) in the issuing or selling Person.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

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     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

     “ERISA Event” shall mean (a) any “reportable event,” as such term is defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Company.

     “Euro”, “euro” “euros” or “EUR” shall mean the single currency of Participating Member States.

     “Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

     “Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

     “Event of Default” shall have the meaning assigned to such term in Article VIII.

     “Excess Availability” shall mean, as of any date of determination, (a) the lesser of (i) the Revolving Commitments of all of the Lenders on the date of determination and (ii) the Borrowing Base on the date of determination less (b) all outstanding Loans and LC Exposure on the date of determination less (c) in Collateral Agent’s reasonable discretion, the aggregate amount of all the outstanding and unpaid trade payables and other obligations of Borrower and/or its Borrowing Base Guarantors which are not paid within 60 days past the due date

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according to their original terms of sale, in each case as of such date of determination less (d) in Collateral Agent’s reasonable discretion, the amount of checks issued by Borrower and/or its Borrowing Base Guarantors to pay trade payables and other obligations which are not paid within 60 days past the due date according to their original terms of sale, in each case as of such date of determination, but which either have not yet been sent or are subject to other arrangements which are expected to delay the prompt presentation of such checks for payment.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, and (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 2.16), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.15(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 2.15(a) (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Foreign Lender as a result of a Change in Law or regulation or interpretation thereof occurring after the time such Foreign Lender became a party to this Agreement shall not be an Excluded Tax).

     “Existing ABR Borrowings” shall mean all ABR Borrowings advanced under the Original Credit Agreement or the Prior Credit Agreement and outstanding on the Closing Date.

     “Existing Eurodollar Revolving Borrowings” shall mean all Eurodollar Revolving Borrowings advanced under the Original Credit Agreement or the Prior Credit Agreement and outstanding on the Closing Date.

     “Existing Obligations” shall mean the “Obligations”, as defined in the Prior Credit Agreement.

     “Exiting Lender” shall have the meaning assigned to such term in Article XII.

     “Fair Market Value” shall mean, with respect any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.

     “FALV Amortization Factor” shall mean 1 minus a fraction, the numerator of which is the number of calendar quarters elapsed as of any date of determination since December 31, 2005 (but in no event more than 28) and the denominator of which is 28.

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     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

     “Fee Letter” shall mean that certain letter, dated as of the date hereof, among Borrower and Merrill with respect to certain Fees to be paid from time to time by Borrower to Merrill.

     “Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the Collateral Agent Fees, the LC Participation Fees, the Fronting Fees and any and all fees payable to pursuant to this Agreement or any of the other Loan Documents.

     “Financial Officer” of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer or Controller of such Person.

     “FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989.

     “First Amendment to Prior Credit Agreement Effective Date” shall mean June 13, 2005.

     “Fixed Asset Loan Value” shall mean an amount equal to the sum of (a) the advance rate of 80% of the appraised net orderly liquidation value of the Eligible Equipment of the Person owning such Eligible Equipment plus (b) the advance rate of 60% of the appraised fair market value of the Eligible Real Property of the Person owning such Eligible Real Property. The appraised net orderly liquidation value of Eligible Equipment and the appraised fair market value of Eligible Real Property are set forth on Schedule 1.01(d), as Schedule 1.01(d) may be amended from time to time as provided herein. The Fixed Asset Loan Value of Borrower and each of the Borrowing Base Guarantors as of the Closing Date is $59,822,144. If any Eligible Equipment or Eligible Real Property listed on Schedule 1.01(d) is sold, liquidated or otherwise ceases to be Eligible Equipment or Eligible Real Property, the calculation of the Fixed Asset Loan Value of the Person who owns such Eligible Equipment or Eligible Real Property shall be reduced by 80% of the appraised net orderly liquidation value of such Eligible Equipment or 60% of the appraised fair market value of such Eligible Real Property and such Eligible Equipment and Eligible Real Property shall be deleted from Schedule 1.01(d) and Collateral Agent shall correspondingly amend Schedule 1.01(d) without any further action of any party hereto. At the request of Borrower, the Administrative Agent may consider adding Eligible Equipment and/or Eligible Real Property to Schedule 1.01(d), and if the Administrative Agent determines that the requested Eligible Equipment and Eligible Real Property is to be added to Schedule 1.01(d), then, upon completion of appraisals satisfactory to Administrative Agent conducted at Borrower’s cost and expense, the appraised net orderly net orderly liquidation value of any additional Eligible Equipment or the appraised fair market value of any additional Eligible Real Property shall be included in the calculation of the Fixed Asset Loan Value of the Person who owns such Eligible Equipment or Eligible Real Property and such Eligible Equipment and

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Eligible Real Property shall be added to Schedule 1.01(d) and Administrative Agent shall correspondingly amend Schedule 1.01(d) without any further action of any party hereto.

     “Foreign” shall mean, as to any Person, a Person which is not created or organized under the laws of the United States, any of its States or the District of Columbia, or Canada, or any Province thereof.

     “Foreign Credit Lines” shall mean any and all committed or uncommitted credit lines and invoice, commercial paper or draft discounting and other similar credit facilities of Foreign Subsidiaries from banks or other financial institutions which are currently or may in the future become available for such Foreign Subsidiaries, other than any such lines or facilities the utilization of which require that the relevant Foreign Subsidiaries satisfy conditions which cannot currently be met; the amount of any Foreign Credit Line shall refer to the maximum amount that can currently be outstanding to the respective Foreign Subsidiaries under such lines or facilities, including, without limitation, the face amount of letters of credit and contingent obligations with respect to guaranties and similar obligations issued in relation or pursuant thereto.

     “Foreign Guaranty” shall mean the Canadian Guaranty.

     “Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or entity treated as a corporation created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States Persons have the authority to control all substantial decisions of such trust.

     “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Foreign Company with respect to employees employed outside the United States.

     “Foreign Pledge Agreements” shall mean those certain agreements, dated as of the Original Closing Date, (a) by Borrower pledging 65% of Equity Interests in General Cable Property Holdings Limited, governed by Jersey law, (b) by Intermediate Holdings pledging 65% of Equity Interests in General Cable Investments, SGPS SA, governed by Madeira law, (c) by Intermediate Holdings pledging 65% of Equity Interests in General Cable Holdings Netherlands C.V., governed by the law of the Netherlands, (d) by Intermediate Holdings pledging 65% of Equity Interests in General Cable Holdings (UK) Limited, governed by English law, (e) by Borrower pledging 65% of Equity Interests in General Cable Services Limited, governed by English law, (f) by Intermediate Holdings pledging 65% of Equity Interests in General Cable de Mexico del Norte SA de CV, governed by Mexican law, (g) by Borrower pledging 65% of Equity Interests in General Cable Holdings de Mexico SA de CV, governed by Mexican law, and (h) by Intermediate Holdings pledging 65% of Equity Interests in General Cable Holdings (Spain) SRL, governed by Spanish law, in each case in favor of the Collateral Agent and in each case as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

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     “Fronting Fees” shall have the meaning assigned to such term in Section 2.05(c).

     “GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

     “GCC Spain Acquisition” shall mean the acquisition by General Cable Spain of the wire and cable manufacturing business of SAFRAN, S.A.

     “GCC Spain Acquisition Intercompany Debt” shall mean the unsecured Indebtedness owing by General Cable Spain to Borrower in the principal amount of the Dollar Equivalent of up to $20.0 million by reason of an intercompany advance made by Borrower to General Cable Spain to finance a portion of the cost of the GCC Spain Acquisition.

     “GCC Spain Intercompany Debt” shall mean the GCC Spain Acquisition Intercompany Debt, the GCC Spain Pre-Closing Intercompany Debt, the GCC Spain Post-Closing Intercompany Debt and the GCC Spain Refinancing Intercompany Debt, each to the extent permitted by Section 6.01(i) and Section 6.04.

     “GCC Spain Post-Closing Intercompany Debt” shall mean the unsecured Indebtedness owing by General Cable Spain to Borrower in the principal amount of the Dollar Equivalent of up to $1.0 million by reason of intercompany advances made by Borrower to General Cable Spain after the Original Closing Date (but excluding the GCC Spain Acquisition Intercompany Debt).

     “GCC Spain Pre-Closing Intercompany Debt” shall mean the unsecured Indebtedness owing by General Cable Spain Holdings to Holdings in the principal amount of the Dollar Equivalent of $35.0 million by reason of intercompany advances made by Holdings to General Cable Spain Holdings prior to the Original Closing Date.

     “GCC Spain Refinancing Intercompany Debt” shall mean the unsecured Indebtedness owing by General Cable Spain Holdings to Holdings arising due to repayment in full of obligations of General Cable Spain Holdings under the applicable agreements listed on Schedule 1.01(b) with the proceeds of an intercompany advance made by Holdings to General Cable Spain Holdings on or before the Original Closing Date in anticipation of the Refinancing.

     “General Cable Canada” shall mean General Cable Company, a Nova Scotia corporation.

     “General Cable LLC” shall mean General Cable Industries, LLC, a Delaware limited liability company.

     “General Cable Spain” shall mean Grupo General Cable Sistemas, S.A., a Spanish corporation.

     “General Cable Spain Holdings” shall mean General Cable Holdings (Spain), SRL, a Spanish limited liability company.

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     “General Cable Technologies” shall mean General Cable Technologies Corp., a Delaware corporation.

     “General Cable Texas” shall mean General Cable Texas Operations L.P., a Delaware limited partnership.

     “Governmental Authority” shall mean any federal, state, local or foreign court, central bank or governmental agency, authority, instrumentality or regulatory body.

     “Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including, without limitation, any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

     “Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

     “Guarantees” shall mean the guarantees issued pursuant to Article VII and Foreign Guaranties.

     “Guarantor” shall mean each Borrowing Base Guarantor, each Domestic Subsidiary listed on Schedule 1.01(c), General Cable Canada Ltd., an Ontario corporation, and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11.

     “Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or hazardous, toxic or dangerous chemicals, wastes, materials, compounds, constituents or substances, as all such terms are used in their broadest sense and defined by or under any Environmental Laws.

     “Hedging Agreement” shall mean any Interest Rate Protection Agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

     “Hedging Reserve” shall mean a Reserve determined by the Collateral Agent in its reasonable credit judgment and giving effect to the aggregate amount owing by Borrower or the applicable Borrowing Base Guarantor to a counterparty to a Specified Hedging Agreement, less the amount such counter-party owes Borrower or the applicable Borrowing Base Guarantor, as applicable, thereunder, less the aggregate amount of Property pledged to cash collateralize such obligation (other than the Collateral granted under the Loan Documents), in each case based on a mark-to-market analysis and with due regard to recent market volatility as of the last Business

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Day of the month (or if not available, the nearest prior Business Day for which such evaluation is available).

     “Holding Companies” shall mean Holdings, Intermediate Holdings, Marathon Manufacturing Holdings, Inc., a Delaware corporation, General Cable Management, LLC, a Delaware limited liability company and General Cable Overseas Holdings, Inc., a Delaware corporation, General Cable Investments, SGPS SA, a Madeira corporation, General Cable Holdings de Mexico SA de CV, a Mexican corporation, General Cable Holdings New Zealand, a New Zealand corporation, General Cable Holdings (Spain) SRL, a Spanish corporation, General Cable Holdings Netherlands C.V., a Dutch corporation, and General Cable Holdings (UK) Limited, an English corporation.

     “Holdings” shall mean General Cable Corporation, a Delaware corporation.

     “Inactive Subsidiaries” shall mean Genca Corporation, a Delaware corporation, Diversified Contractors, Inc., a Delaware corporation, MLTC Company, a Delaware corporation, Marathon Steel Company, an Arizona corporation, General Cable Canada Ltd., an Ontario corporation, General Cable Property Holdings Limited, a Jersey corporation, General Cable Service Limited, organized under the laws of England and Wales and General Cable Export Sales Corporation, a Barbados corporation.

     “Incorporated Borrowing Base” shall mean at any time, for each Borrowing Base Guarantor, subject to adjustment as provided in Section 2.19, an amount equal to the lesser of :

     (a) the sum of, without duplication:

          (i) the book value of Eligible Accounts of such Borrowing Base Guarantor multiplied by the advance rate of 85%, plus

          (ii) the lesser of (A) the advance rate of 60% of the Cost of Eligible Inventory of such Borrowing Base Guarantor, or (B) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of such Borrowing Base Guarantor, plus

          (iii) if and to the extent Borrower’s Fixed Asset Loan Value included in the Borrowing Base is less than $50.0 million, the Fixed Asset Loan Value of such Borrowing Base Guarantor multiplied by the FALV Amortization Factor; provided, that the aggregate of the Fixed Asset Loan Values of Borrower and the Borrowing Base Guarantors included in the Borrowing Base shall in no event exceed $50.0 million, minus

          (iv) in the case of the Incorporated Borrowing Base of General Cable Canada, the Canadian Priority Payment Reserve, or

     (b) with respect to all Borrowing Base Guarantors except for Holdings, Intermediate Holdings and General Cable Canada, the applicable Borrowing Base Guarantor Intercompany Loan Account.

     “Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or advances; (b) all obligations of such Person evidenced by bonds,

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debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges are customarily paid or accrued; (d) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person; (e) all obligations of such Person issued or assumed as the deferred purchase price of Property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such Person; (h) all obligations of such Person in respect of Hedging Agreements to the extent required to be reflected on a balance sheet of such Person; (i) all Attributable Indebtedness of such Person; (j) all obligations for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such Person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, the reclassification of the Convertible Preferred Stock pursuant to SFAS 150 or otherwise in accordance with GAAP shall not be deemed to be Indebtedness hereunder.

     “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

     “Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).

     “Induced Conversion Payments” shall mean (a) a cash premium, (b) cash payments made in lieu of issuing any fractional shares of the common stock of Holdings, (c) Restricted Payments with respect to Convertible Preferred Stock of Holdings for the portion of the quarterly dividend period commencing with the date of the Restricted Payments with respect to such Convertible Preferred Stock made for the most recent quarter dividend period and ending on the date of the conversion referred to below and (d) related fees and expenses, to be paid by Holdings to the holders of its Convertible Preferred Stock as an inducement to such holders to elect to convert such Convertible Preferred Stock into shares of the common stock of Holdings prior to the earliest date on which Holdings may redeem such Convertible Preferred Stock as further described in the Form S-4 filed by Holdings with the SEC in November 9, 2005 ( a true and correct copy of which has been made available to the Administrative Agent and the Lenders); provided that the aggregate amount of such payments shall not exceed $23.0 million.

     “Information” shall have the meaning assigned to such term in Section 11.12.

     “Instruments” shall mean all “instruments,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, in which any Person now or hereafter has rights.

     “Intellectual Property” shall have the meaning assigned to such term in Section 3.05(c).

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     “Intercompany Agreements” shall mean the agreements listed on Schedule 1.01(f), each as in effect on the Original Closing Date.

     “Interest Election Request” shall mean a request by Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit D.

     “Interest Payment Date” shall mean (a) with respect to any ABR Revolving Loan, the last day of each March, June, September and December during the period that such Revolving Loan is outstanding and the Maturity Date of such Revolving Loan, (b) with respect to any Eurodollar Revolving Loan, the last day of the Interest Period applicable to the Borrowing of which such Revolving Loan is a part and, in the case of a Eurodollar Revolving Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid.

     “Interest Period” shall mean, with respect to any Eurodollar Revolving Borrowing, the period commencing on the date of such Revolving Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Revolving Borrowing initially shall be the date on which such Revolving Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Revolving Borrowing; provided, however, that an Interest Period shall be limited to one month to the extent required under Section 2.03(e).

     “Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar agreement or arrangement entered into by Holdings, Borrower or any of their Subsidiaries.

     “Intermediate Holdings” shall mean GK Technologies, Incorporated, a New Jersey corporation.

     “Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the date hereof in the State of New York, wherever located, in which any Person now or hereafter has rights.

     “Inventory Appraisal” shall mean (a) on the Original Closing Date, the report prepared by DoveBid Valuation Services, Inc. dated October 27, 2003 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm designated by Collateral Agent and reasonably acceptable to Borrower and delivered pursuant to Section 9.02 hereof.

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     “Investment Grade Account Debtor” means an Account Debtor whose unsecured long term debt is rated “BBB-“ or better by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. and “Baa3” or better by Moody’s Investor’s Services, Inc.

     “Investments” shall have the meaning assigned to such term in Section 6.04.

     “Issuing Bank” shall mean, as the context may require, (a) UBS with respect to Letters of Credit issued by it prior to the Closing Date; (b) Merrill Lynch Bank with respect to Letters of Credit issued by it, (c) any other Lender that may become an Issuing Bank pursuant to Section 2.18(i), with respect to Letters of Credit issued by such Lender; or (d) collectively, all of the foregoing.

     “ITA” shall mean the Income Tax Act (Canada) as the same may, from time to time, be in effect.

     “Joinder Agreement” shall mean that certain joinder agreement substantially in the form of Exhibit E.

     “Joint Venture” means a Person in which one or more Persons other than any Company own 50% or more of Equity Interests.

     “Judgment Currency” shall have the meaning assigned to such term in Section 11.16(a).

     “Landlord Lien Waiver and Access Agreement” shall mean the Landlord Lien Waiver and Access Agreement, substantially in the form of Exhibit F.

     “LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18.

     “LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

     “LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

     “LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

     “LC Request” shall mean a request by Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit A-3, or such other form as shall be approved by the Administrative Agent.

     “Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence

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or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

     “Lender Addendum” shall mean with respect to any Lender on the Closing Date, a Lender Addendum in the form of Exhibit A-4¸ executed and delivered by such Lender on the Original Closing Date, the First Amendment Effective Date or the Closing Date, as applicable, as provided in Section 11.14.

     “Lender Affiliate” shall mean with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such advisor.

     “Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum (other than any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

     “Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of Borrower pursuant to Section 2.18 of this Agreement or pursuant to Section 2.18 of the Original Credit Agreement or the Prior Credit Agreement.

     “Letter of Credit Expiration Date” shall mean the date which is ten Business Days prior to the Maturity Date.

     “LIBOR Rate” shall mean, with respect to any Eurodollar Revolving Borrowing for any Interest Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the rate of interest which is identified and normally published by Bloomberg Professional Service Page BBAM 1 as the offered rate for loans in United States dollars for the applicable Interest Period under the caption British Bankers Association LIBOR Rates as of 11:00 a.m. (London time), on the second full Business Day next preceding the first day of such Interest Period. If Bloomberg Professional Service no longer reports the LIBOR Rate or if such index no longer exists or if Page BBAM 1 no longer exists, the Administrative Agent may select a reasonably comparable replacement index or replacement page, as the case may be.

     “Lien” shall mean, with respect to any Property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind, any other type of preferential arrangement in respect of such Property or any filing of any financing statement under the UCC or any other similar notice of Lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such Property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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     “Line Reserve” shall mean a reserve established against the Commitments to reflect the amount of the Commitments which are not available to the Borrower due to the establishment of a Reinvestment Reserve.

     “Loan Documents” shall mean this Agreement, any Borrowing Base Certificate, the Letters of Credit, the Notes (if any), the Security Documents, the Fee Letter and each Specified Hedging Agreement entered into with any counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into.

     “Loan Parties” shall mean Borrower and Guarantors.

     “Loans” shall mean advances made to or at the instructions of Borrower pursuant to Article II hereof or pursuant to Article II of the Prior Credit Agreement and may constitute a Revolving Loan or a Swingline Loan.

     “Margin Stock” shall have the meaning assigned to such term in Regulation U.

     “Material Adverse Effect” shall mean (a) a material adverse effect on the business, Property, results of operations, prospects or condition, financial or otherwise, or material agreements of Borrower and the Subsidiaries, taken as a whole; (b) material impairment of the ability of any Borrower, Borrowing Base Guarantor or any other Guarantor that is not a Holding Company or an Inactive Subsidiary to fully and timely perform any of their obligations under any Loan Document, (c) material impairment of the ability of any Guarantor other than Guarantors described in clause (b) above to fully and timely perform any of their obligations under any Security Document; (d) material impairment of the ability of Guarantors other than Guarantors described in clause (b) above, when such Guarantors are taken as a whole, to fully and timely perform any of their obligations under any Guarantees; (e) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document; or (f) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any Loan Party evidencing an aggregate outstanding principal amount exceeding $3.0 million. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of such Loan Party in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Hedging Agreement were terminated at such time.

     “Maturity Date” shall mean August 15, 2010.

     “Maximum Rate” shall have the meaning assigned to such term in Section 11.13.

     “Merrill” shall have the meaning assigned to such term in the preamble hereto.

     “Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Real Property,

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which shall be in substantially in the form of Exhibit G, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

     “Mortgaged Real Property” shall mean (a) each Real Property identified on Schedule 1.01(a) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Original Closing Date pursuant to Section 5.11(d) or pursuant to Section 5.11(d) of the Original Credit Agreement or the Prior Credit Agreement.

     “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

     “Net Cash Proceeds” shall mean:

     (a) with respect to any Asset Sale, the cash proceeds received by any Loan Party (including cash proceeds subsequently received (as and when received by any Loan Party) in respect of noncash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale (provided, that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the assets sold within 90 days of such Asset Sale (provided, that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a senior Lien on the asset sold in such Asset Sale and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset);

     (b) with respect to any Debt Issuance, the cash proceeds thereof, net of customary fees (including discounts to underwriters), commissions, costs and other expenses incurred in connection therewith; and

     (c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event and net of amounts which are secured by any senior Lien (to the extent such Liens constitute

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Permitted Lien hereunder) on the applicable Property and which is paid with such proceeds.

     “New Common Stock” shall mean up to 5,807,500 shares of common stock of Holdings, par value $0.01 per share (of which 5,050,000 are issued on the Original Closing Date) issued pursuant to the applicable Confidential Information Memorandum.

     “Net Recovery Cost Percentage” shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent Inventory Appraisal received by Collateral Agent in accordance with Section 9.02, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, and (b) the denominator of which is the original Cost of the aggregate amount of the Inventory subject to appraisal.

     “Notes” shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit H-1 or H-2, as the case may be.

     “Obligation Currency” shall have the meaning assigned to such term in Section 11.16(a).

     “Obligations” shall mean Existing Obligations and (a) obligations of Borrower and any and all of the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrower and any and all of the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and any and all of the other Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and each Loan Party under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of Borrower and any and all of the other Loan Parties under each Specified Hedging Agreement entered into with any counterparty that is a Lender or an Affiliate of a Lender or was a Lender or an Affiliate of a Lender at the time such Specified Hedging Agreement was entered into, and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

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     “Officers’ Certificate” shall mean a certificate executed by the Chairman of the Board (if an officer), the Chief Executive Officer, the President, one of the Financial Officers, each in his or her official (and not individual) capacity.

     “Original Closing Date” shall mean November 24, 2003.

     “Original Credit Agreement” shall mean the Credit Agreement, dated as of November 24, 2003, among the Borrower and certain parties hereto, as amended, supplemented or otherwise modified prior to the Prior Closing Date.

     “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or Property taxes, charges or similar levies (including interest, fines, penalties and additions to tax) arising from any payment made or required to be made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

     “Overadvance” shall have the meaning assigned to such term in Section 10.10.

     “Ozark Account(s)” shall mean those certain Account(s) with Ozark Auto Purchasing LLC as the Account Debtor owing to Borrower, any other Borrowing Base Guarantor, or any Subsidiary thereof.

     “Participant” shall have the meaning assigned to such term in Section 11.04(e).

     “Participating Member State” shall mean any member state which adopts the euro unit of the single currency pursuant to the Treaty.

     “Payment Account” means the account specified on the signature pages hereof into which all payments by or on behalf of the Borrower to the Administrative Agent under this Agreement shall be made, or such other account as the Administrative Agent shall from time to time specify by notice to the Borrower.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

     “Perfection Certificate” shall mean a certificate in the form of Exhibit I-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

     “Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit I-2 or any other form approved by the Collateral Agent.

     “Permitted Acquisition” shall mean Permitted Loan Funded Acquisition, Permitted Non-Loan Funded Acquisition, or either of them.

     “Permitted Asset Sale” shall mean, any Asset Sale made, directly or indirectly, by Borrower or any Loan Party which meets each of the following conditions:

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     (a) no Default then exists or would result therefrom;

     (b) Borrower or such Loan Party, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

     (c) at least 75% of such consideration received by Borrower or such Loan Party consists of (i) cash or Cash Equivalents, (ii) assets (other than securities) to be used in a business of a same or substantially similar type as that conducted by Borrower and the Subsidiaries on the Original Closing Date or (iii) a combination of cash, Cash Equivalents and such assets described in clause (c)(ii) above; and

     (d) in the case of any Permitted Asset Sale made by any Domestic and Canadian Loan Party, the Collateral Agent has reasonably determined the Fixed Asset Loan Value of any assets included in the Borrowing Base being sold and made the appropriate adjustments to the Borrowing Base to reflect such Asset Sale and following such adjustment, Borrower is in compliance with Section 6.08(c).

     “Permitted Fixed Asset Exchange” shall mean, with respect to any Equipment or Real Property (the “Relinquished Fixed Asset”) of any Company, an exchange by such Company, in a transaction or series of related transactions simultaneously or substantially simultaneously consummated, of the Relinquished Fixed Asset for one or more items of Equipment or Real Property (the “Replaced Fixed Asset”) of any Person which is useful in the conduct of such Company’s business and which meets each of the following conditions:

     (a) no Default then exists or would result therefrom;

     (b) is an exchange consummated pursuant to agreements, instruments and documents which are submitted for review to the Collateral Agent and the Administrative Agent no less than ten (10) Business Days prior to the consummation of such exchange and which are reasonably satisfactory in the reasonable credit judgment of the Administrative Agent as to form and substance;

     (c) is an exchange of a Relinquished Fixed Asset located in the United States or Canada owned by a Domestic or Canadian Company for Replaced Fixed Assets located in the United States or Canada or is an exchange of a Relinquished Fixed Asset located outside the United State and Canada owned by a Foreign Company for Replaced Fixed Assets located outside the United States or Canada;

     (d) is an exchange of a Relinquished Fixed Asset the Exchange Fair Market Value of which, when added to the Exchange Fair Market Value of all Relinquished Fixed Assets exchanged in Permitted Fixed Asset Exchanges since the Original Closing Date, does not exceed the U.S. Dollar Equivalent of $75.0 million in the aggregate;

     (e) the Borrower shall have certified to the Collateral Agent and the Administration Agent the Exchange Fair Market Values of both the Relinquished Fixed Assets and the Replaced Fixed Assets; and

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     (f) if a Relinquished Fixed Asset is a part of the Collateral, it shall be exchanged for Replaced Fixed Assets with respect to which, at the closing of any Permitted Fixed Asset Exchange, the Collateral Agent will be granted a first priority perfected Lien (subject to Permitted Liens under Sections 6.02(a), (b), (d) and (g)) pursuant to such documents and by such actions being taken as may be reasonably required by the Collateral Agent, and if a Relinquished Fixed Asset is Eligible Equipment or Eligible Real Property, (i) the Replaced Fixed Assets shall also constitute Eligible Equipment or Eligible Real Property, as the case may be, as determined by the Collateral Agent in the Collateral Agent’s reasonable credit judgment and (ii) the Collateral Agent shall determine the Fixed Asset Loan Value of the Replaced Fixed Asset (including any Reserves which will be associated therewith) and the Fixed Asset Loan Value of the Relinquished Fixed Assets;

provided, however, that to the extent (A) the Exchange Fair Market Value of the Replaced Fixed Assets is less than the Exchange Fair Market Value of the Relinquished Fixed Assets and/or (B) the Fixed Asset Loan Value of the Replaced Fixed Assets (after giving effect to any Reserves which will be associated therewith) determined under clause (f)(ii) above is less than the Fixed Asset Loan Value of the Relinquished Fixed Assets determined under clause (f)(ii) above (after giving effect to any Reserves to be released as a result of the disposition of such Property), Borrower shall immediately prepay the Obligations (without reduction in Commitments) in the amount equal to the greater of the difference obtained in clause (A) or clause (B) of this proviso as if such amount constituted Net Cash Proceeds of an Asset Sale.

     For the purposes of this definition, “Exchange Fair Market Value” shall mean Fair Market Value; provided, however, that the Fair Market Value of any Relinquished Fixed Asset or any Replaced Fixed Asset in excess of $1.0 million but less than $5.0 million shall be determined conclusively by the board of directors of Borrower (or a duly authorized committee thereof) acting in good faith and shall be evidenced by a resolution of such board of directors delivered to the Administrative Agent and the Collateral Agent; and provided, further, however, that the Fair Market Value of any Relinquished Fixed Asset or any Replaced Fixed Asset in excess of $5.0 million shall be determined by the board of directors of the Borrower as provided in the immediately preceding proviso, whose determination, however, shall not be conclusive but which shall be supported by an appraisal as may be requested the Collateral Agent or the Administrative Agent, at the expense of the Borrower, by an independent, third-party appraiser designated by the Collateral Agent and reasonably acceptable to the Borrower.

     “Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

     “Permitted Loan Funded Acquisition” shall mean, with respect to Borrower or any Borrowing Base Guarantor other than Holdings or Intermediate Holdings, any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the Property of any other Person, or of any business, product line or division of any other Person; (b) acquisition of in excess of 50% of the Equity Interests of any other Person, or otherwise causing any other Person to become a Subsidiary of such Person; or (c) merger or consolidation or any other combination with any other Person (so long as the Borrower or a Borrowing Base

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Guarantor is the surviving entity), if each of the following conditions are met, as reasonably determined by the Administrative Agent:

     (i) no Default then exists or would result therefrom;

     (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) Borrower shall be in compliance with the financial covenant set forth in Section 6.08 (to the extent such covenant is then applicable) as of the most recent Test Period (assuming, for purposes of Section 6.08, that such acquisition, and all other Permitted Loan Funded Acquisitions consummated since the first day of the relevant Test Period for the financial covenant set forth in Section 6.08 ending on or prior to the date of such acquisition, had occurred on the first day of such relevant Test Period), (B) the Companies can reasonably be expected to remain in compliance with such covenant through the Maturity Date and to have sufficient cash liquidity to conduct their business and pay their respective debts and other liabilities as they come due and (C) average daily Excess Availability for the 90-day period preceding the consummation of such acquisition would have exceeded $50.0 million on a Pro Forma Basis (after giving effect to such acquisition and the Revolving Loans funded in connection therewith as if made on the first day of such period) and the projections in connection with the proposed acquisition (based upon historical financial data of a recent date reasonably satisfactory to Administrative Agent, taking into account the proposed acquisition) shall reflect that average daily Excess Availability of $50.0 million shall continue for at least 1 year after the consummation of such acquisition.

     (iii) no Company shall, in connection with any such acquisition, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller, except (A) to the extent permitted under Section 6.01, and (B) obligations of the seller incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the assets being so acquired on or before the consummation of such acquisition;

     (iv) the acquired Person shall be engaged in a business of a same or substantially similar type as that conducted by Borrower and the Subsidiaries on the Original Closing Date and the Property acquired in connection with any such acquisition shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

     (v) Collateral Agent shall have received (except with respect to asset acquisitions) the Joinder Agreement from the acquired Person, joinder agreement to the Security Documents in the form annexed thereto and such other supplemental agreements, blocked account agreements and other agreements, instruments and documents in connection therewith as reasonably requested by the Collateral Agent together with all opinions, certificates, lien search results and other documents, agreements, instruments and reasonably requested by the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent;

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     (vi) the board of directors or other similar governing body of the acquired Person shall not have indicated publicly its opposition to the consummation of such acquisition;

     (vii) with respect to any acquisition involving Acquisition Consideration of more than $1.0 million, Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years of the Person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding year pertaining to the Person or business to be acquired, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such acquisition, and (D) all such other information and data relating to such acquisition or the Person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;

     (viii) Borrower shall have delivered to the Administrative Agent, the Collateral Agent and the Lenders an Officers’ Certificate certifying that (A) such acquisition complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such acquisition could not reasonably be expected to result in a Material Adverse Effect;

     (ix) such acquisition shall be consensual and shall have been approved by the board of directors of the Person being acquired; and

     (x) the aggregate Acquisition Consideration for all Permitted Loan Funded Acquisitions since the Original Closing Date shall not exceed $150.0 million; provided, that any Equity Interests constituting all or a portion of Acquisition Consideration shall not have a cash dividend requirement on or prior to the Maturity Date.

     Notwithstanding the foregoing, the Accounts and Inventory of the Person to be acquired or comprising the assets to be acquired shall not be included as Eligible Accounts or Eligible Inventory until a field audit with respect thereto has been completed to the satisfaction of the Collateral Agent, including the establishment of Reserves required in the Collateral Agent’s reasonable credit judgment.

     “Permitted Non-Loan Funded Acquisition” shall mean, with respect to Borrower, any Borrowing Base Guarantor, or any Foreign Subsidiary, any transaction or series of related transactions for the direct or indirect (a) acquisition (other than by Holdings) of all or substantially all of the Property of any other Person, or of any business, product line or division of any other Person; (b) acquisition of in excess of 50% of the Equity Interests of any other Person, or otherwise causing any other Person to become a Subsidiary of such Person; or (c) (i) merger or consolidation or any other combination of the Borrower or any of the Borrowing Base Guarantors (other than Holdings) with any other Person (so long as the Borrower or such Borrowing Base Guarantor shall be the surviving entity) or (ii) merger or consolidation or any other combination of any Foreign Subsidiary with any other: (A) Foreign Person which owns assets and operates business within the United States or Canada; provided, that (x) the aggregate

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fair market value of all assets within the United States or Canada of all such Foreign Persons acquired after the Original Closing Date do not exceed $5.0 million and (y) all such assets shall be transferred to a Domestic or a Canadian Guarantor within 30 days of the consummation of the Permitted Non-Loan Funded Acquisition involving such Foreign Person or (B) Foreign Person which owns assets and operates business outside the United States and Canada so long as, if such Foreign Subsidiary is a Guarantor or a Foreign Subsidiary whose Equity Interest has been pledged and delivered to the Collateral Agent for the benefit of the Secured Parties, such Foreign Subsidiary is the surviving entity, in each case if each of the following conditions are met, as reasonably determined by the Administrative Agent:

     (i) no Default then exists or would result therefrom;

     (ii) Acquisition Consideration consists entirely of proceeds of an Acquisition Debt Issuance permitted hereunder or Equity Issuance or entirely of a combination of cash which is provided by Foreign Subsidiaries and proceeds of Acquisition Debt Issuance permitted hereunder or Equity Issuance;

     (iii) such acquisition shall be consensual and shall have been approved by the board of directors of the Person being acquired; and

     (iv) after giving effect to such acquisition on a Pro Forma Basis, (A) Borrower shall be in compliance with the financial covenant set forth in Section 6.08 (to the extent such covenant is then applicable) as of the most recent Test Period (assuming, for purposes of Section 6.08, that such acquisition, and all other Permitted Non-Loan Funded Acquisitions consummated since the first day of the relevant Test Period for the financial covenant set forth in Section 6.08 ending on or prior to the date of such acquisition, had occurred on the first day of such relevant Test Period), (B) the Companies can reasonably be expected to remain in compliance with such covenant through the Maturity Date and to have sufficient cash liquidity to conduct their business and pay their respective debts and other liabilities as they come due and (C) average daily Excess Availability for the 90-day period preceding the consummation of such acquisition would have exceeded $25.0 million on a Pro Forma basis (after giving effect to such acquisition and the Revolving Loans funded in connection therewith as if made on the first day of such period) and the projections in connection with the proposed acquisition (based upon historical financial data of a recent date reasonably satisfactory to the Administrative Agent, taking into account the proposed acquisition) shall reflect that such average daily Excess Availability of $25.0 million shall continue for at least 1 year after the consummation of such acquisition.

     “Person” shall mean any natural Person, corporation, business trust, joint venture, association, company, limited liability company, partnership or government, or any agency or political subdivision thereof.

     “Plan” shall mean any “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed

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to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including, without limitation, under Section 4069 of ERISA).

     “PNC Hedge Agreement” shall mean that certain ISDA Master Agreement (and related Schedule) between General Cable Corporation and PNC Bank, National Association, dated as of November 5, 2001, for a notional amount of $9.0 million, with a maturity of November 11, 2011, as amended by that certain ISDA Amendment to the ISDA Master Agreement dated as of November 24, 2003 and as the same may be amended, modified or supplemented from time to time.

     “PPSA” shall mean the Personal Property Security Act as from time to time in effect in the Province of Nova Scotia and the regulations thereunder, as from time to time in effect, provided, however, if validity, attachment, perfection or priority of Collateral Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction in Canada other than Nova Scotia, “PPSA” shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such validity, attachment, perfection or priority and for the definitions related to such provisions.

     “Preferred Stock” shall mean, with respect to any Person, any and all preferred or preference Equity Interests (however designated) of such Person whether now outstanding or issued after the Original Closing Date.

     “Prior Closing Date” shall mean October 22, 2004.

     “Prior Credit Agreement” shall have the meaning assigned to such term in the Recitals hereto.

     “Prior Lien” shall have the meaning assigned to such term in the applicable Security Document.

     “Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X under the Securities Act and otherwise reasonably satisfactory to the Administrative Agent.

     “Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitment represented by such Lender’s Revolving Commitment.

     “Property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired, including, without limitation, all Real Property.

     “Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in respect of Indebtedness incurred for the purpose of financing all or any part of the purchase price of any Property (including Equity Interests of any Person) or the cost of installation, construction or improvement of any Property or assets and any refinancing thereof; provided, however, that such Indebtedness is incurred within 90 days after such acquisition of such Property by such Person.

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     “Qualified Capital Stock” of any Person shall mean any capital stock of such Person that is not Disqualified Capital Stock.

     “Qualified Senior Note Documents” shall mean the Qualified Senior Note Indenture and other agreement pursuant to which the Qualified Senior Notes are issued as contemplated by the Confidential Information Memorandum related to 9.5% Senior Notes and all other documents executed and delivered with respect to the Qualified Senior Notes.

     “Qualified Senior Note Indenture” shall mean that certain Indenture, dated as of November 24, 2003, among Holdings, the guarantors named therein and US Bank National Association, as trustee, with respect to the Qualified Senior Notes, as in effect on the Original Closing Date.

     “Qualified Senior Notes” shall mean Holdings’ 9.5% Senior Notes due 2010 issued pursuant to the Qualified Senior Note Documents and any registered notes issued by Holdings in exchange for, and as contemplated by the Notes, with substantially identical terms as the Notes.

     “Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real Property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other Property and rights incidental to the ownership, lease or operation thereof.

     “Refinancing” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the indebtedness of Holdings and Borrower and Guarantors which was outstanding on the Original Closing Date, as listed on Schedule 1.01(b).

     “Register” shall have the meaning assigned to such term in Section 11.04(c).

     “Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

     “Reinvestment Reserve” shall have the meaning assigned to such term in Section 2.10(g).

     “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

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     “Required Lenders” shall mean, at any time, Lenders having more than fifty percent (50%) of the Revolving Commitments or, if the Revolving Commitments have been terminated, more than fifty percent (50%) of the sum of Revolving Exposure.

     “Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, ordinances, rules, regulations or similar statutes or case law.

     “Reserves” shall mean reserves established against the Borrowing Base that the Collateral Agent may, in its reasonable credit judgment, establish from time to time and that has a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by the Collateral Agent in good faith. Without limiting the generality of the foregoing, Reserves shall include any Hedging Reserve, Reinvestment Reserve (including any Line Reserve) and Canadian Priority Payment Reserve.

     “Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, clause (i) or (ii) above.

     “Responsible Officer” of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official thereof with responsibility for the administration of the obligations of such corporation in respect of this Agreement.

     “Restricted Payments” with respect to any Company shall mean (a) a declaration or payment of a dividend or return of any equity capital to its stockholders or other equity holders or authorization or the incurrence of any liability to make any other payment, distribution or delivery of other Property in respect of Equity Interest (other than common stock of such Company) or cash to its stockholders or other equity holders as such, (b) redemption, retirement, purchase, defeasance, or other acquisition, direct or indirect, for a consideration of any shares of any class of its capital stock or other Equity Interest outstanding (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interest), or setting aside any funds or any payments on account of the sinking fund for any of the foregoing purposes, or permitting any of Subsidiaries of such Company to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of such Person outstanding (or any options or warrants issued by such Person with respect to its capital stock), (c) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to, any Indebtedness expressly subordinated as to right and time of payment to the prior indefeasible payment in full in cash of the Obligations (provided, that the Qualified Senior Notes shall not be deemed, for the purposes hereof, to be subordinated by reason of being unsecured), (d) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of, any Equity Interest in such Company or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission and (e) any payment, loan, contribution, or

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other transfer of funds or other Property to any stockholder or any other equity holder of such Company other than payment of compensation in the ordinary course of business to stockholders or other equity holders who are employees of such Company. Without limiting the foregoing, “Restricted Payments” with respect to any Company shall also include all payments made or required to be made by such Company with respect to any stock appreciation right, plan, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

     “Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

     “Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

     “Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $300.0 million.

     “Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such of such Lender’s Swingline Exposure.

     “Revolving Lender” shall mean a Lender with a Revolving Commitment.

     “Revolving Loans” shall mean a Loan made by the Lenders to Borrower pursuant to Section 2.01(a).

     “Robert Bosch Account(s)” shall mean those certain Accounts with Robert Bosch Corporation, as the Account Debtor, owing to Borrower, any Borrowing Base Guarantor, or any Subsidiary thereof.

     “Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002.

     “SEC” shall mean the Securities and Exchange Commission of the United States of America.

     “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, the Lenders, Issuing Bank and each party to a Specified Hedge Agreement if at the date of entering into such Specified Hedging Agreement such Person was a Lender or an Affiliate of a Lender and such Affiliate executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents, (ii) agrees to

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be bound by the provisions of Section 9.05 and (iii) ratifies the constitution of the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) as provided in Section 10.01(b).

     “Securities Account Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

     “Securities Act” shall mean the Securities Act of 1933, as amended.

     “Security Agreement Collateral” shall mean all Property pledged or granted as collateral pursuant to the Security Agreements delivered on the Original Closing Date or thereafter pursuant to Section 5.11.

     “Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit J among the Loan Parties and Collateral Agent for the benefit of the Secured Parties and Canadian Security Agreement, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms hereof and with the consent of Collateral Agent.

     “Security Documents” shall mean the Security Agreements, the Mortgages, the Perfection Certificate, Foreign Guaranties, Foreign Pledge Agreements, Canadian Pledge Agreements and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any Property, and all UCC or PPSA or other financing statements or instruments of perfection required by such Security Documents, to be filed with respect to the security interests in Property and fixtures created pursuant to such Security Documents and any other document or instrument utilized to pledge as collateral for the Obligations any Property of whatever kind or nature.

     “Seller” has the meaning assigned to such term in the first recital hereto.

     “Settlement Date” has the meaning assigned to such term in Section 10.12.

     “Special Agent Advance” shall have the meaning assigned to such term in Section 10.11.

     “Specified Foreign Currency Hedging Agreement” shall mean the Hedging Agreement and other documentation in a form and substance reasonably acceptable to the Administrative Agent evidencing the cross currency swap transaction with Holdings described in Exhibit SHA attached hereto.

     “Specified Hedging Agreements” shall mean the PNC Hedge Agreement, the Specified Foreign Currency Hedging Agreement or any Hedging Agreements made or entered into at any time, or in effect at any time (whether heretofore or hereafter) between Borrower or any Borrowing Base Guarantors and a counterparty to a Hedging Agreement reasonably satisfactory to the Administrative Agent (which may include any Lender hereunder or any Affiliate of such Lender) and on terms reasonably satisfactory to the Administrative Agent.

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     “Standby Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of Borrower or any Borrowing Base Guarantor, (b) the obligations of third-party insurers of Borrower or any Borrowing Base Guarantor arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit, or (c) performance, payment, deposit or surety obligations of Borrower or any Borrowing Base Guarantor if required by law or governmental rule or regulation or in accordance with custom and practice in the industry.

     “Statutory Reserves” shall mean, for any Interest Period for any Eurodollar Revolving Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion Dollars against “Eurodollar liabilities” (as such term is used in Regulation D). Eurodollar Revolving Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

     “Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise set forth herein, reference in this Agreement to “Subsidiary” shall mean Holdings’ direct and indirect Subsidiaries.

     “Supermajority Lenders” shall mean, at any time, Lenders having at least 80% of the Revolving Commitments or, if the Revolving Commitments have been terminated, at least 80% of the sum of Revolving Exposure.

     “Survey” shall mean a survey of any Mortgaged Real Property (and all improvements thereon) (i) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Real Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Real Property, in which event such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent and the Collateral Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all

45

standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Real Property and issue the endorsements of the type required by Section 4.01(o)(iii).

     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17.

     “Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

     “Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

     “Swingline Loan” shall mean any Loan made by the Swingline Lender pursuant to Section 2.17.

     “Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

     “Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

     “Tax Sharing Agreements” shall mean all tax sharing, tax allocation and other similar agreements entered into by Holdings or any Subsidiary of Holdings.

     “Taxes” shall mean (i) any and all present or future taxes, duties, levies, fees, imposts, assessments, deductions, withholdings or other charges, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including, without limitation, liability pursuant to Treasury Regulation §1.1502-6 (or any similar provision of state, local or non-U.S. law)) in respect of any item described in clause (i).

     “Test Period” shall mean, at any time, the four consecutive fiscal quarters of Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered to the Administrative Agent pursuant to Section 5.01(a) or (b).

     “Title Company” shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

     “Title Policy” shall mean all policies issued by the Title Company in connection with the Prior Credit Agreement, together with endorsements to such policies to “bring-down” the status of title and to confirm that such policies continue to apply to the Mortgages and the Obligations under this Agreement and the Prior Credit Agreement.

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     “Transaction Documents” shall mean the Equity Financing Documents, Qualified Senior Note Documents and the Loan Documents.

     “Transactions” shall mean, collectively, the transactions to occur on or prior to the Original Closing Date pursuant to the Transaction Documents, including (a) the execution and delivery of the Loan Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the Equity Financing; (d) the execution and delivery of the Qualified Senior Note Documents and the financing contemplated thereunder; and (e) the payment of all fees and expenses to be paid on or prior to the Original Closing Date and owing in connection with the foregoing.

     “Treasury Regulation” means the regulations promulgated under the Code.

     “Treaty” shall mean the treaty establishing the European Community being the Treaty of Rome as amended from time to time.

     “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

     “UBS” shall have the meaning assigned to such term in the preamble hereto.

     “UCC” shall mean the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

     “Wholly Owned Subsidiary” shall mean, as to any Person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have a 100% Equity Interest at such time. Unless otherwise set forth herein, reference in this Agreement to “Wholly Owned Subsidiary” shall mean Holdings’ direct and indirect Wholly Owned Subsidiaries.

     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Revolving Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Revolving Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

     SECTION 1.03 Terms Generally The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without

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limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument of other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words “asset” and “Property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect on the date hereof unless agreed to by Borrower and the Required Lenders. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission (or successors thereto or agencies with similar functions).

ARTICLE II.

THE CREDITS

     SECTION 2.01 Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and not jointly:

     (a) to make Revolving Loans to Borrower, at any time and from time to time after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not (subject to provisions of Sections 10.10 and 10.11) result in such Lender’s Revolving Exposure exceeding the lesser of (A) such Lender’s Revolving Commitment less such Lender’s Pro Rata Percentage of any Line

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Reserve and (B) such Lender’s Pro Rata Percentage multiplied by the Borrowing Base then in effect.

     (b) Within the limits set forth in clause (a) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

     SECTION 2.02 Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Sections 2.02(f) or 2.02(g), Loans (other than Swingline Loans) comprising any Borrowing shall be in an aggregate principal amount that is (i) in the case of ABR Loans, integral multiples of $1.0 million and not less than $5.0 million or (B) in the case of Eurodollar Revolving Loans, an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Revolving Commitments.

     (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Revolving Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided further that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than six Eurodollar Revolving Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

     (c) Subject to the settlement provisions of Section 10.12, each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Payment Account, or to such other account as the Administrative Agent may designate from time to time, not later than 2:00 p.m., New York City time, and, except with respect to Loans deemed made pursuant to Sections 2.02(f) or 2.02(g), the Administrative Agent shall promptly credit the amounts so received, in like funds, to an account as directed by Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that

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such Lender shall not have made such portion available to the Administrative Agent, such Lender and Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

     (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

     (f) If the Issuing Bank shall not have received from Borrower the payment required to be made by Section 2.18(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof. Subject to the settlement provisions of Section 10.12, each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 1:00 p.m., New York City time, on any day, not later than 1:00 p.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, such Lender and Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

     (g) Borrower hereby authorizes the Administrative Agent to, and in its sole election Administrative Agent may, debit to the Revolving Loan (i) all payments of principal, interest and Fees and (ii) upon not less than three Business Days’ notice to Borrower, expenses reimbursable to the Administrative Agent and the Collateral Agent, Lenders and Issuing Bank pursuant to

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Section 11.03 or pursuant to other Loan Documents and other sums payable under the Loan Documents.

     SECTION 2.03 Borrowing Procedure. To request a Revolving Borrowing, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or in the case of an ABR Borrowing (other than Swingline Loans) not later than 1:00 p.m., New York City time, on the Business Day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (a) whether the requested Borrowing is to be a Revolving Borrowing or a Swingline Loan;

     (b) the aggregate amount of such Borrowing;

     (c) the date of such Borrowing, which shall be a Business Day;

     (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing;

     (e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month;

     (f) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and

     (g) that the conditions set forth in Section 4.02 (b)-(e) are satisfied as of the date of the notice.

     If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the proviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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     SECTION 2.04 Evidence of Debt; Repayment of Loans . (a) Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Lender on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the 10th day (or earlier, but, subject to application of funds under Section 9.01(f), at least two Business Days) after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

     (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Administrative Agent shall, from time to time, advise the Collateral Agent of the status of such accounts to permit Collateral Agent to determine the Borrowing Base.

     (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

     (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit H-1 or H-2, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

     (f) All funds in the Blocked Accounts (including the Concentration Account) shall be applied to the Loans and other Obligations in accordance with Section 9.01 hereof.

     SECTION 2.05 Fees. (a) Commitment Fee. Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”), equal to 0.25% per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the Original Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the

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Original Closing Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

     (b) Administrative Agent Fees; Collateral Agent Fees. Borrower agrees to pay to the (i) the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter or such other fees payable in the amounts and at the times separately agreed upon between Borrower and the Administrative Agent (the “Administrative Agent Fees”) and (ii) (i) Collateral Agent, for its own account, the collateral monitoring fee set forth in the Fee Letter or such other fees payable in the amounts and at the times separately agreed upon between Borrower and the Collateral Agent (the “Collateral Agent Fees”).

     (c) LC and Fronting Fees. Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Original Closing Date; provided, that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Following the occurrence and during the continuance of an Event of Default, the LC Participation Fee shall be increased to a per annum rate equal to 2% plus the otherwise applicable rate with respect thereto.

     (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Fronting Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

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     SECTION 2.06 Interest on Loans and Default Compensation. (a) Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing and each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

     (b) Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar Revolving Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

     (c) Notwithstanding the foregoing, following the occurrence and during the continuance of an Event of Default, all Obligations shall, upon written notice from the Administrative Agent, or at the election of the Required Lenders, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06, (ii) LC Participation Fee shall increase as provided in Section 2.05(c), and (iii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.06.

     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided, that (i) interest accrued pursuant to paragraph (c) of this Section 2.06 shall be payable on demand (provided, that, absent demand, such interest shall be payable on each Interest Payment Date and upon termination of the Revolving Commitments), (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

     (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

     SECTION 2.07 Termination and Reduction of Commitments. (a) The Revolving Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Maturity Date.

     (b) Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million, (ii) the Commitments shall not be reduced to an amount less than $175.0 million and (iii) the Commitments shall not be terminated or reduced if, after giving effect to any concurrent

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prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments, the Swingline Exposures would exceed the Swingline Commitment or the LC Exposures would exceed the LC Commitment.

     (c) Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section 2.07 shall be irrevocable. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

     SECTION 2.08 Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than six Eurodollar Revolving Borrowings outstanding hereunder at any one time. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.

     (b) To make an election pursuant to this Section 2.08, Borrower shall notify the Administrative Agent of such election by delivery (by telecopy or e-mail) of a written Interest Election Request substantially in the form of Exhibit D by the time that a Borrowing Request would be required under Section 2.03 if Borrower was requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable.

     (c) Each written Interest Election Request shall specify the following information in compliance with Section 2.02:

         (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

         (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

         (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; and

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         (iv) if the resulting Borrowing is a Eurodollar Revolving Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month.

If any such Interest Election Request requests a Eurodollar Revolving Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the proviso in clause (iv) above).

     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

     (e) If an Interest Election Request with respect to a Eurodollar Revolving Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies Borrower, then, after the occurrence and during the continuance of such Event of Default (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Revolving Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

     (f) Each Existing ABR Borrowing outstanding on the Closing Date shall remain outstanding and in all respects continuing and shall be deemed to be an ABR Borrowing hereunder. Each Existing Eurodollar Revolving Borrowing outstanding on the Closing Date shall remain outstanding and in all respects be continuing after the Closing Date and shall be deemed to be a Eurodollar Revolving Borrowing hereunder, having the Interest Period that commenced on the date of such Existing Eurodollar Revolving Borrowing.

     SECTION 2.09 [Intentionally Omitted]

.

     SECTION 2.10 Optional and Mandatory Prepayments of Loans.

     (a) Optional Prepayments. In addition to prepayments of Borrowings in accordance with Section 9.01 or Section 2.17(c) hereof, Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10; provided, that each partial prepayment shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million.

     (b) Revolving Loan and Swingline Loan Prepayments.

         (i) In the event of the termination of all the Revolving Commitments, Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure in the Cash Collateral Account.

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         (ii) In the event of any partial reduction of the Revolving Commitments, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (B) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then Borrower shall, on the date of such reduction, make prepayments in accordance with Section 2.10(i) in an amount sufficient to eliminate such excess.

         (iii) [Intentionally Omitted.]

         (iv) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect (including, without limitation, on any date on which Dollar Equivalents are determined pursuant to Section 11.15), the Borrower shall, without notice or demand, make prepayments in accordance with Section 2.10(i) in an amount sufficient to eliminate such excess.

         (v) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including, without limitation, on any date on which Dollar Equivalents are determined pursuant to Section 11.15), the Borrower shall, without notice or demand, immediately replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(j), in an amount sufficient to eliminate such excess.

     (c) Asset Sales. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale by a Loan Party, Borrower shall, and shall cause the applicable Loan Party (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) to, apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Section 2.10(i); provided, that:

         (i) no such prepayment shall be required with respect to (A) any Asset Sale permitted by Section 6.05(b)(ii), (e) or (h), (B) the disposition of assets subject to a condemnation or eminent domain proceeding or insurance settlement to the extent it does not constitute a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $1.0 million in Net Cash Proceeds in any fiscal year; and

         (ii) subject to Section 2.10(g) and so long as no Event of Default shall then exist or would arise therefrom and the aggregate of such Net Cash Proceeds of Asset Sales (except Asset Sales permitted under Section 6.05(b)(v)) shall not exceed $5.0 million in any fiscal year, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used by a Loan Party to purchase replacement assets or acquire 100% of the Equity Interests of any Person that owns such assets no later than 270 days following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); provided, that all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the

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applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12;

     (d) Debt Issuance. Upon any Debt Issuance after the Original Closing Date (other than Acquisition Debt Issuance), Borrower shall, and shall cause the other Loan Parties to, make prepayments in accordance with Sections 2.10(i) in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such Debt Issuance.

     (e) [Intentionally Omitted].

     (f) Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event, Borrower shall apply, and shall cause other Loan Parties (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) to apply, an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(i); provided, that subject to Section 2.10(g) and so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that in the event such Net Cash Proceeds shall not exceed $5.0 million in the aggregate at any time, Borrower shall have delivered an Officers’ Certificate (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended) to the Administrative Agent and the Collateral Agent on or prior to such date stating that such proceeds shall be used to repair, replace or restore any Property that is subject of a Casualty Event no later than 270 days following the date of receipt of such proceeds; provided, further, that all Property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

     (g) In the event that Borrower has delivered an Officers’ Certificate in accordance with Section 2.10(c)(ii) or in accordance with Section 2.10(f), (i) both a Reserve and a Line Reserve (“Reinvestment Reserve”) shall be established (in the amount of the Net Cash Proceeds less, in the case of a Casualty Event, the Net Cash Proceeds attributable to lost or destroyed Inventory) which shall each be released simultaneously with and to the extent of any Loans advanced to the Borrower for the purpose of purchasing assets in accordance with Section 2.10(c)(ii) or 2.10(f), as applicable; provided, that Borrower submits (with the applicable Borrowing Request) an Officer’s Certificate setting forth the use of proceeds of the requested Loan and confirming that such use is in compliance with Section 2.10(c)(ii) or 2.10(f), as applicable, and (ii) in the event that any part or all of the Reinvestment Reserve remains in place at the end of the time period set forth in Section 2.10(c)(ii) or 2.10(f), as applicable:

         (A) Borrower shall, and shall cause other Loan Parties to (with appropriate adjustments to any intercompany loan account balances or Borrowing Base Guarantor Intercompany Loan Account balances, as applicable) prepay Obligations in accordance (with a concurrent release of such Reinvestment Reserve) with Section 2.10(i) in the amount of such remaining Reinvestment Reserve without reducing Commitments, and

         (B) if such Reinvestment Reserve relates to Eligible Equipment or Eligible Real Property, (x) such Eligible Equipment or Eligible Real Property shall be deleted

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from Schedule 1.01(d) and Schedule 1.01(d) shall be amended in accordance with the definition of the term “Fixed Asset Loan Value” (with appropriate adjustments to the Borrowing Base Guarantor Intercompany Loan Account), and (y) the Fixed Asset Loan Value of the Person owning such Eligible Equipment or Eligible Real Property shall be reduced by an amount equal to the appraised net orderly liquidation value of Eligible Equipment or the appraised fair market value of Eligible Real Property, as applicable.

     For the purposes of determining whether clause (B) of this paragraph (g) shall apply, any Equipment located on one of the locations listed on Schedule 1.01(e) shall be deemed Eligible Equipment and therefore clause (B) of this paragraph (g) shall apply with respect to such Equipment and the amount of the Net Cash Proceeds of such Equipment shall be deemed to be the appraised net orderly liquidation value thereof.

     (h) [Intentionally Omitted.]

     (i) Application of Prepayments.

         (i) Prior to any optional or mandatory prepayment of Borrowings hereunder, Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (i) of this Section 2.10(i). Subject to Section 9.04 and so long as no Event of Default shall then exist and be continuing, all mandatory prepayments shall be applied as follows: first, to Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable pursuant to the Loan Documents; second, to interest then due and payable on all Loans; third, to the principal balance of the Swingline Loan until the same has been repaid in full; fourth, to the outstanding principal balance of Revolving Loans until the same has been paid in full, including accompanying accrued interest and charges under Sections 2.12, 2.13 and 2.15 (Borrower may elect which of any Eurodollar Revolving Borrowings is to be prepaid); fifth, to cash collateralize all LC Exposures plus any accrued and unpaid Fees with respect thereto (to be held and applied in accordance with Section 2.18(j) hereof); sixth, to all other Obligations pro rata in accordance with the amounts that such Lender certifies is outstanding; and, seventh, returned to Borrower or to such party as otherwise required by law. All such mandatory prepayments of the Revolving Loans shall cause a corresponding reduction in the Revolving Commitments of the Lenders in accordance with their applicable Revolving Commitments.

         (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

     (j) Notice of Prepayment. Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by

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telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial repayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

     SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Revolving Borrowing:

     (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to Borrower and the Lenders by telephone, e-mail or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Revolving Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.

     SECTION 2.12 Increased Costs. (a) If any Change in Law shall:

         (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank; or

         (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Revolving Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Revolving Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then Borrower will pay to Administrative Agent for the account of such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

     (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay Administrative Agent for the account of such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided, that Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.12 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall not begin earlier than the date of effectiveness of the Change in Law.

     SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Revolving Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Revolving Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Revolving Loan other than on the last day of the Interest Period applicable thereto as

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a result of a request by Borrower pursuant to Section 2.16, then, in any such event, Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Revolving Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower and Administrative Agent and shall be conclusive absent manifest error. Borrower shall pay Administrative Agent for the account of such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

     SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.12, 2.13 or 2.15, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Payment Account or such other place as the Administrative Agent may from time to time designate in writing, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall be made to the Administrative Agent for the benefit of to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Administrative Agent for the benefit of the Persons specified therein. Subject to the settlement provisions of Section 10.12, the Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in Dollars.

     (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto

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in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

     (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

     (d) Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

     (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.02(f), 2.14(d), 2.17(d), 2.18(d) or 11.03(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

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     SECTION 2.15 Taxes. (a) Any and all payments by or on account of any obligation of Borrower or any Borrowing Base Guarantor hereunder or under any other Loan Document shall be made without set-off, counterclaim or other defense and free and clear of and without deduction or withholding for any and all Indemnified Taxes; provided, that if Borrower or such Borrowing Base Guarantor shall be required by law to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions or withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Borrower or such Borrowing Base Guarantor shall make such deductions or withholdings and (iii) Borrower or such Borrowing Base Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

     (b) In addition, Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

     (c) Borrower shall indemnify and pay the Administrative Agent, each Lender and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

     (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

     (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate. Each Foreign Lender either (1) (i) agrees to furnish either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (or successor form) and (ii) agrees (for the benefit of Borrower and the Administrative Agent), to the extent it may lawfully do so at such times, upon reasonable request by Borrower or the Administrative Agent, to provide a new Form W-8ECI or Form W-8BEN (or successor form) upon the expiration or

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obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any interest payment hereunder or (2) in the case of any such Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (i) agrees to furnish either (a) a “Non-Bank Certificate” in a form acceptable to the Administrative Agent and the Borrower and two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) or (b) an Internal Revenue Form W-8ECI (or successor form), certifying (in each case) to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all interest payments hereunder and (ii) agrees (for the benefit of Borrower and the Administrative Agent) to the extent it may lawfully do so at such times, upon reasonable request by Borrower or the Administrative Agent, to provide a new Form W-8BEN or W-8ECI (or successor form) upon the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any interest payment hereunder.

     (f) If the Administrative Agent or a Lender (or an assignee) determines in its reasonable discretion that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 2.15 with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or assignee) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that Borrower, upon the request of the Administrative Agent or such Lender (or assignee), agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender (or assignee) in the event the Administrative Agent or such Lender (or assignee) is required to repay such refund to such Governmental Authority. Nothing contained in this Section 2.15(f) shall require the Administrative Agent or any Lender (or assignee) to make available its tax returns or any other information which it deems confidential to Borrower or any other Person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in had the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes never been paid in the first place.

     SECTION 2.16 Mitigation Obligations; Replacement of Lenders. (a) Mitigation of Obligations. If any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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     (b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04), all of its interests, rights and obligations under this Agreement to an assignee selected by Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

     SECTION 2.17 Swingline Loans. (a) Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $20.0 million or (ii) the sum of the total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments minus any Reinvestment Reserve and (B) the Borrowing Base then in effect; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Borrower may borrow, repay and reborrow Swingline Loans.

     (b) Swingline Loans. To request a Swingline Loan, Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loans. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from Borrower. Except for Swingline Loans deemed made pursuant to Section 2.02(g), the Swingline Lender shall make each Swingline Loan available to Borrower by means of a credit to an account as directed by the Borrower in the request for such Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing. Swingline Loans shall be made in minimum amounts of $500,000 and integral multiples of $100,000 above such amount.

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     (c) Prepayment. Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written, or telecopy notice) to the Swingline Lender and to the Administrative Agent before 1:00 p.m., New York City time on the date of repayment at the Swingline Lender’s address for notices specified in the Swingline Lender’s Administrative Questionnaire; provided, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. All principal payments of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment

     (d) Participations. The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided, that such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from Borrower (or other party on behalf of Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve Borrower of any default in the payment thereof.

     SECTION 2.18 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, Borrower may request the issuance of Letters of Credit for Borrower’s account or the account of any Borrowing Base Guarantor in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided, that Borrower shall be a co-applicant with respect to

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each Letter of Credit issued for the account of or in favor of any Borrowing Base Guarantor). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by Borrower to, or entered into by Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Issuing Bank may consent to issuing Letters of Credit that have automatic extension or renewal provisions (“evergreen” Letters of Credit) in its sole discretion, which evergreen Letters of Credit Issuing Bank may, in its sole discretion, elect not to permit to be extended or renewed at any time. If, as of the date which is 60 days prior to the Maturity Date, any evergreen Letters of Credit may for any reason remain outstanding and partially or wholly undrawn, Borrower shall immediately deposit in the Cash Collateral Account, in the name of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash representing 105% of the aggregate maximum amount then available to be drawn under such Letter of Credit in accordance with Section 9.04 hereof.

     (b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) an LC Request to the Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to both the Issuing Bank and the Administrative Agent). A request for an initial issuance of a Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank and the Administrative Agent: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank or the Administrative Agent may require. A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank and the Administrative Agent (i) the Letter of Credit to be amended, renewed or extended; (ii) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day); (iii) the nature of the proposed amendment, renewal or extension; and (iv) such other matters as the Issuing Bank or the Administrative Agent may require. If requested by the Issuing Bank, Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $50.0 million and (ii) the total Revolving Exposures shall not exceed the lesser of (A) the total Revolving Commitments minus the Line Reserve and (B) the Borrowing Base then in effect. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000.

     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of Credit

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Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, 180 days after such renewal or extension) and (y) the Letter of Credit Expiration Date.

     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by Borrower prior to such time, on such date, then not later than 2:00 p.m., New York City time on (i) the Business Day that Borrower receives such notice, if such notice is received prior to 11:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided, that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.17 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from Borrower in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender, and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from Borrower pursuant to this paragraph, the Administrative Agent shall, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, distribute such payment to such Lenders and the Issuing Bank as their interests may

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appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve Borrower of its obligation to reimburse such LC Disbursement.

     (f) Obligations Absolute. The obligation of Borrower to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.18 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of Borrower hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by the Issuing Bank’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve Borrower of its obligation to reimburse the Issuing

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Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such reimbursement obligation set forth in Section 2.18(e)).

     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided, that, if Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.18, then Section 2.06(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.18 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

     (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the Administrative Agent and Borrower. The Issuing Bank may be replaced at any time by written agreement among Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. One or more Lenders may be appointed as additional Issuing Banks in accordance with subsection (k) below. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such additional Issuing Bank and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Borrower shall deposit in the Cash Collateral Account, in the name of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to Borrower described in clause (g) or (h) of Article VIII. Each such deposit shall be held by the Collateral Agent in a Cash Collateral

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Account pursuant to Section 9.04 as collateral for the payment and performance of the obligations of Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the risk and expense of Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of Borrower under this Agreement. If Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of such collateral hereunder pursuant to Section 2.10(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.10(b) and no Default or Event of Default shall have occurred and be continuing.

     (k) Additional Issuing Banks. Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement; provided, that no Lender shall be designated as an issuing bank unless such Lender maintains reporting systems acceptable to the Administrative Agent with respect to LC Exposure and agrees to provide regular reporting to the Administrative Agent with respect to such LC Exposure. Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in addition to being a Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Lender, and all references herein and in the other Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing Bank, as the context shall require.

     (l) The Issuing Bank shall be under no obligation to issue any Letter of Credit if:

         (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Bank in good faith deems material to it; or

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         (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank.

     (m) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

     SECTION 2.19 Determination of Borrowing Base.

     (a) Eligible Accounts. On any date of determination of the Borrowing Base, all of the Accounts owned by Borrower and each Borrowing Base Guarantor, as applicable, and reflected in the most recent Borrowing Base Certificate delivered by the Borrower to the Collateral Agent and the Administrative Agent shall be “Eligible Accounts” for the purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Accounts, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria or changes in the applicable advance rates which have the effect of making more credit available. Eligible Accounts shall not include any of the following Accounts:

         (i) any Account in which the Collateral Agent, on behalf of the Secured Parties, does not have a first priority and exclusive perfected Lien;

         (ii) any Account that is not owned by a Borrower or a Borrowing Base Guarantor;

         (iii) any Account due from an Account Debtor that is not domiciled in the United States or Canada or, if not a natural Person, it is not a Domestic or Canadian Person;

         (iv) any Account that is payable in any currency other than Dollars or Canadian Dollars;

         (v) any Account that does not arise from the sale of goods or the performance of services by such Borrower or Borrowing Base Guarantor in the ordinary course of its business;

         (vi) any Account that does not comply with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority (including any Account due from an Account Debtor located in the States of New Jersey, Minnesota, Georgia or any other State, unless Borrower and the Borrowing Base Guarantor, as applicable (at the time the Account was created and at all times thereafter) (i) had filed and has maintained effective a current notice of business activities report with the appropriate office or agency of the States of New Jersey, Minnesota, Georgia, or any other State, as applicable, or (ii) was and has continued to be exempt from filing such report and has provided the Lenders with satisfactory evidence thereof);

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         (vii) any Account (a) upon which the right to receive payment of either Borrower or any Borrowing Base Guarantor, as applicable, is not absolute or is contingent upon the fulfillment of any condition whatsoever unless such condition is satisfied or (b) as to which either Borrower or any Borrowing Base Guarantor, as applicable, is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial or administrative process or (c) that represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to the Borrower’s or Borrowing Base Guarantor’, as applicable, completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;

         (viii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account, it being understood that the remaining balance of the Account shall be eligible;

         (ix) any Account that is reissued in respect of partial payment, including without limitation debit memos and charge backs;

         (x) any Account that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

         (xi) any Account with respect to which an invoice or other electronic transmission constituting a request for payment, reasonably acceptable to the Collateral Agent in form and substance, has not been sent on a timely basis to the applicable Account Debtor according to the normal invoicing and timing procedures of Borrower or Borrowing Base Guarantor, as applicable;

         (xii) any Account that arises from a sale to any director, officer, other employee or Affiliate of Borrower or any Borrowing Base Guarantor (including, without limitation, NextGen), or to any entity that has any common officer or director with any Borrower or Borrowing Base Guarantor;

         (xiii) to the extent the Borrower or any Subsidiary is liable for goods sold or services rendered by the applicable Account Debtor to the Borrower or any Subsidiary but only to the extent of the potential offset;

         (xiv) any Account that arises with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment (other than Eligible Consigned Inventory), guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional or with respect to which the applicable Account Debtor is treated by Borrower or a Borrowing Base Guarantor as a cash-in-advance terms customer (regardless of whether shipment was in fact withheld subject to receiving payment);

         (xv) any Account that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following:

         (a) any Account not paid within 90 days following its original invoice date;

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         (b) any Account which is due according to its original terms of sale more than 90 days after its original invoice date, except as may be approved in advance and in writing by Collateral Agent in its discretion, with such limitations as the Collateral Agent may deem appropriate; it being understood and agreed that (I) as of the Closing Date, an AutoZone Account, a Robert Bosch Account, an Ozark Account or an Account of Graybar Electric Company, Inc. or State Electric Supply Co., Inc. which is due according to its original terms of sale more than 90 days after its original invoice date shall not be deemed in default by reason of this clause (b) or by reason of clause (a) above, as long as such Account is not more than 30 days past due according to its original terms of sale and does not remain unpaid for more than 150 days after its original invoice date; (II) to the extent AutoZone, Inc., Robert Bosch Corporation, or Ozark Auto Purchasing LLC is an Investment Grade Account Debtor, an AutoZone Account, Robert Bosch Account, or Ozark Account which is due according to its original terms of sale more than 90 days after its original invoice date shall not be deemed in default by reason of this clause (b) or by reason of clause (a) above, as long as such Account is not more than 30 days past due according to its original terms of sale and does not remain unpaid for more than 180 days after its original invoice date (195 days after its original invoice date in the case of an AutoZone Account having an original invoice date on or after January 1, 2007 and prior to January 1, 2008; and 210 days after its original invoice date in the case of an AutoZone Account having an original invoice date on or after January 1, 2008), and (III) (A) if the aggregate Available Amounts of all AutoZone Accounts that are Eligible Accounts shall at any time exceed 25% of the aggregate Available Amounts of all Eligible Accounts which are included in the Borrowing Base, then the Collateral Agent may establish a Reserve in the exercise of its reasonable credit judgment in an amount equal to the excess of the aggregate Available Amounts of such AutoZone Accounts over 25% of the aggregate Available Amounts of all Eligible Accounts, (B) if the aggregate Available Amounts of all Robert Bosch Accounts that are Eligible Accounts shall at any time exceed 7% of the aggregate Available Amounts of all Eligible Accounts which are included in the Borrowing Base, then the Collateral Agent may establish a Reserve in the exercise of its reasonable credit judgment in an amount equal to the excess of the aggregate Available Amounts of such Robert Bosch Accounts over 7% of the aggregate Available Amounts of all Eligible Accounts, and (C) if the aggregate Available Amounts of all Ozark Accounts that are Eligible Accounts shall at any time exceed 3% of the aggregate Available Amounts of all Eligible Accounts which are included in the Borrowing Base, then the Collateral Agent may establish a Reserve in the exercise of its reasonable credit judgment in an amount equal to the excess of the aggregate Available Amounts of such Ozark Accounts over 3% of the aggregate Available Amounts of all Eligible Accounts;

         (c) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or

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         (d) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state, provincial or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

         (xvi) any Account that is the obligation of an Account Debtor (other than an individual) if 50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in this Section 2.19(a);

         (xvii) any Account as to which any of the representations or warranties in the Loan Documents are untrue;

         (xviii) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper;

         (xix) to the extent such Account exceeds any credit limit established by the Administrative Agent, in its reasonable credit judgment, following prior notice of such limit by the Administrative Agent to the Borrower;

         (xx) that portion of any Account (a) in respect of which there has been, or should have been, established by the Borrower or any Borrowing Base Guarantor a contra account, whether in respect of contractual allowances with respect to such Account, audit adjustment, anticipated discounts or otherwise, or in respect of which Borrower or any Borrowing Base Guarantor accrues liability for deposits made by Account Debtors in respect of the reels used to store cable, or (b) which is due from an Account Debtor to whom the Borrower or any Borrowing Base Guarantor owes a trade payable, but only to the extent of such trade payable or (c) which the Borrower or any Borrowing Base Guarantor knows is subject to the exercise by an Account Debtor of any right of recession, set-off, recoupment, counterclaim or defense or (d) of any Account Debtor that is taking part in a volume rebate program and is meeting the requisite volume criteria; or

         (xxi) any Account on which the Account Debtor is a Governmental Authority, unless Borrower or any Borrowing Base Guarantor, as applicable, has assigned its rights to payment of such Account to the Administrative Agent pursuant to, in the case of a federal Governmental Authority, the Assignment of Claims Act of 1940, as amended, or Financial Administration Act (Canada), as amended, and pursuant to applicable law, if any, in the case of any other Governmental Authority, and such assignment has been accepted and acknowledged by the appropriate government officers.

     (b) Eligible Inventory. For purposes of this Agreement, Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria,

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changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that:

         (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory;

         (ii) is not located on premises in United States or Canada;

         (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto;

         (iv) is placed on consignment (other than Eligible Consigned Inventory);

         (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with;

         (vi) is to be returned to suppliers;

         (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale;

         (viii) is slow moving (in excess of 1-year supply);

         (ix) consists of display items, samples or packing or shipping materials, manufacturing supplies or replacement parts (it being understood that Eligible Inventory shall not exclude work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein, unless otherwise determined by the Administrative Agent in its reasonable credit judgment);

         (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base Guarantor’s, as applicable, business;

         (xi) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents;

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         (xii) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily available;

         (xiii) is not covered by casualty insurance maintained as required by Section 5.04;

         (xiv) consists of custom made Inventory which is not saleable to any other customer or in ordinary course;

         (xv) is in transit; or

         (xvi) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other.

     (c) Eligible Equipment and Eligible Real Property. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Equipment and Eligible Real Property from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth in the definitions of the terms “Eligible Equipment” and “Eligible Real Property”, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Equipment or Eligible Real Property, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available and in the case of any change in the FALV Amortization Factor. Any Equipment affixed to the Mortgaged Real Property listed on Schedule 1.01(e), if otherwise eligible hereunder, shall be deemed Eligible Equipment rather than Eligible Real Property.

     SECTION 2.20 Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $350,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:

     (a) no Default or Event of Default shall exist or would result from such Commitment Increase;

     (b) no Commitment Increase may be in an amount less than $10,000,000;

     (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;

     (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has

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agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);

     (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and

     (f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.

         Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

     Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders (with references to the Companies being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

     SECTION 3.01 Organization; Powers. Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its Property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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     SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 3.03 Governmental Approvals; No Conflicts. Except as set forth on Schedule 3.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the charter, by-laws or other organizational documents of any Company or any order of any Governmental Authority, (c) will not violate, result in a default or require any consent or approval under any applicable law or regulation, indenture, agreement or other instrument binding upon any Company or its assets, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any Property of any Company, except Liens created under the Loan Documents and Permitted Liens.

     SECTION 3.04 Financial Statements. (a) Borrower has heretofore furnished to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its consolidated Subsidiaries (i) as of and for the fiscal years ended December 31, 2000, 2001, 2002, 2003 and 2004, audited by and accompanied by the opinion of Deloitte & Touche LLP, independent public accountants, and (y) as of and for the 9-month period ended September 30, 2005 and for the comparable period of the preceding fiscal year, in each case, certified by the Chief Financial Officer of Holdings. Such financial statements have been prepared in accordance with GAAP consistently applied and present fairly and accurately the financial condition and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods. Except as set forth in such financial statements or schedules hereto, as of the Closing Date, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which if unpaid could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the Qualified Senior Note Documents.

     (b) Prior to the Original Closing Date, Borrower has delivered to the Lenders Holdings’ (i) Confidential Information Memoranda, (ii) unaudited consolidated and consolidating balance sheets and statements of income and cash flows as of and for the nine-month period ended September 30, 2003 and for the comparable period of the preceding fiscal year and (iii) consolidated projections for a 5-year period after the Original Closing Date. Such projections

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and financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties as of the Original Closing Date and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions. The projections are based upon the same accounting principles as those used in the preparation of the financial statements described above and the estimates and assumptions stated therein, all of which the Loan Parties believes to be reasonable and fair in light of current conditions and current facts known to the Loan Parties and, as of the Closing Date, reflect the Loan Parties’ good faith and reasonable estimates of the future financial performance of the Loan Parties for the period set forth therein. The projections are not a guaranty of future performance, and actual results may differ from the projections.

     (c) Since December 31, 2002, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

     SECTION 3.05 Properties. (a) Each Company has good title to, or valid leasehold interests in, all its Property material to its business, except for minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such Property for its intended purpose. Title to all such Property held by such Company is free and clear of all Liens except for Permitted Liens. The Property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) (except to the extent that the failure to be in such condition could not reasonably be expected to result in a Material Adverse Effect) and (ii) constitutes all the Property which is required for the business and operations of the Companies as presently conducted.

     (b) Real Property. As of the Closing Date,

         (i) Schedule 3.05(b) contains a true and complete list of each interest in Real Property owned by any Company and describes the type of interest therein held by such Company. Schedule 3.05(b) contains a true and complete list of each Real Property leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, and describes the type of interest therein held by such Company and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions.

         (ii) The Real Property and the current use thereof complies in all material respects with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and the Borrower or the relevant Company is not an illegal user of such Real Property, and (ii) all insurance requirements of this Agreement, in each case, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

         (iii) No Casualty Event has been commenced or, to the best knowledge of Borrower and the Companies, is contemplated with respect to all or any portion of any material Real Property or for any materially adverse relocation of roadways providing access to such Real

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Property other than a Casualty Event relating to Real Property that has been restored, replaced or rebuilt.

         (iv) There are no current, pending or, to the best knowledge of Borrower and the Companies, proposed special or other assessments for public improvements or otherwise affecting any Mortgaged Real Properties, nor are there any contemplated improvements to such Mortgaged Real Properties that may result in such special or other assessments, in each case, other than such assessments that will be paid prior to delinquency.

         (v) Neither the Borrower nor the Companies have suffered, permitted or initiated the joint assessment of any Mortgaged Real Property with any other real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Real Property independent of any property that is not a Mortgaged Real Property. All owned Real Property is comprised of one or more parcels, each of which or such parcels together constitutes a separate tax lot and none of which constitutes a portion of any other tax lot.

         (vi) Each of the Borrower and the Companies has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Real Properties for the purposes for which they are currently used. Each of the Borrower and the Companies has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Property other than Mortgaged Real Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Property is in material conformity with the certificate of occupancy and/or such other permits, licenses, variances and certificates for such Real Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Property.

         (vii) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 3.05(b), to the best knowledge of Borrower and the Companies, all Real Property owned by Loan Parties is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.

         (viii) No Person other than the Companies has any possessory interest in any Real Property or right to occupy any Real Property except for leases, subleases and concessions (i) in the ordinary course of business and (ii) on terms no less favorable to the Companies than terms that were available to unaffiliated parties in the market generally at the time entered into. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Property.

         (ix) Except as could not reasonably be expected to have a material adverse effect on the affected Property, (i) all Real Property has adequate rights of access to public ways to permit the Real Property to be used for its intended purpose and is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities necessary to the continued use and enjoyment of the Real Property and the Companies

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have the legal right to the continued use thereof, (iii) all roads necessary for the full utilization of the Real Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Property and (iv) all reciprocal easement agreements affecting any Real Property are in full force and effect and no Company is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Property, no Company uses or occupies any real property other than such Real Property in connection with the use and operation of any Real Property.

         (x) No building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Property. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Real Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.

         (xi) Each parcel of Real Property, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land).

         (xii) No portion of the Real Property owned by a Loan Party has suffered any material damage by fire or other material casualty loss that has not heretofore been substantially repaired and restored to its original condition. No portion of the Real Property owned by a Loan Party (other than the Real Property located in Willimantic, Connecticut for which Borrower has flood insurance) is located in a special flood hazard area as designated by any federal governmental authorities.

     (c) Each Company owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Company know of any valid basis for any such claim (except for such claim and infringement that could not reasonably be expected to result in a Material Adverse Effect). The use of such Intellectual Property by each Company does not infringe the rights of any Person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (d) As of the Closing Date, (i) no Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of the Property and (ii) no Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development

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as an area having special flood hazards and with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968.

     SECTION 3.06 Equity Interests and Subsidiaries. (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

     (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof.

     (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

     SECTION 3.07 Litigation; Compliance with Laws. (a) As of the Closing Date, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

     (b) Except for matters covered by Section 3.17, no Company or any of its Property is in violation of, nor will the continued operation of their Property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Real Property or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

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     SECTION 3.08 Agreements. (a) No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

     (b) No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its Property are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

     (c) Schedule 3.08(c) accurately and completely lists all material agreements (other than leases of Real Property set forth on Schedule 3.05(b) and other than the Intercompany Agreements) to which any Company is a party which are in effect on the date hereof in connection with the operation of the business conducted thereby and Borrower has delivered to the Administrative Agent and the Collateral Agent complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto.

     SECTION 3.09 Federal Reserve Regulations. (a) No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

     (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X. The pledge of the Security Agreement Collateral pursuant to the Security Agreements and Foreign Pledge Agreements does not violate such regulations.

     SECTION 3.10 Investment Company Act; Public Utility Holding Company Act. No Company is (a) an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding company,” an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

     SECTION 3.11 Use of Proceeds. Borrower will use the proceeds of the Revolving Loans on and after the Closing Date to finance any Permitted Loan Funded Acquisition, fund the GCC Spain Acquisition Intercompany Debt and for general corporate purposes.

     SECTION 3.12 Taxes. Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all material, state, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct in all material respects and has (b) duly and timely paid or caused to be duly and timely paid all Taxes (whether or not shown on any Tax Return) due and payable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company shall have set aside on its books adequate reserves in accordance with GAAP or (ii) which could not, individually or in the aggregate, have a Material Adverse Effect; provided, that any such contest of Taxes with respect to Collateral shall also satisfy the Contested Collateral

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Lien Conditions. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

     SECTION 3.13 No Material Misstatements. None of any information, report, financial statement, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (including the Confidential Information Memoranda) contained, contains or will contain any material misstatement of fact or omission, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading as of the date such information is dated or certified; provided, that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Loan Party represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

     SECTION 3.14 Labor Matters. As of the date hereof and the Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

     SECTION 3.15 Solvency. Immediately after the consummation of the Transactions to occur on the Original Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan taking into account rights of contribution against or reimbursement from other Loan Parties, (a) the fair value of the assets of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the Property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date and (e) with respect to any Canadian Loan Party, that on such date (i) the property of such Person is sufficient, if disposed of at a fairly

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conducted sale under legal process, to enable payment of all its obligations, due and accruing due, (ii) the property of such Person is, at a fair valuation, greater than the total amount of liabilities, including contingent liabilities, of such Person, (iii) such Person has not ceased paying its current obligations in the ordinary course of business as they generally become due, and (iv)) such Person is not for any reason unable to meet its obligations as they generally become due. In determining the foregoing, the amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

     SECTION 3.16 Employee Benefit and Pension Plans. (a) Each Domestic Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of any Domestic Company or any of its ERISA Affiliates or the imposition of a Lien on any of the assets of a Domestic Company. As of the date of the most recent financial statements, there is no accumulated funding deficiency (as defined by Section 412(a) of the Code). Each Company and its ERISA Affiliates are in compliance with the terms of the July 1999 agreement (and any amendments or related letters) between Holdings and the PBGC that addresses the Plans. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

     (b) Except as set forth in Schedule 3.16, the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of any Canadian Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded in accordance with the contribution schedules determined by the Plan actuary (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles). General Cable Canada does not employ any employees outside of Canada.

     (c) Each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. No Foreign Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Each Foreign Plan is funded in accordance with the contribution schedule determined by the Plan actuary (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authority

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and which are consistent with generally accepted actuarial principles). For each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

     SECTION 3.17 Environmental Matters. (a) Except as set forth in Schedule 3.17 or except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

         (i) The Companies and their businesses, operations and Real Property are and in the last six years have been in compliance with, and the Companies have no liability under, Environmental Law;

         (ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their assets, under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plan of the Companies, no expenditures or operational adjustments will be required in order to renew or modify such Environmental Permits during the next five years;

         (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability of the Companies under Environmental Law;

         (iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the real Property currently or formerly owned, leased or operated by the Companies or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim; and

         (v) No Person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation.

     (b) Except as set forth in Schedule 3.17 or except as, individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect:

         (i) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location;

         (ii) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (x) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System

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promulgated pursuant to CERCLA or (z) included on any similar list maintained by any Governmental Authority including, without limitation, any such list relating to petroleum;

         (iii) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or assets of the Companies;

         (iv) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other Environmental Law; and

         (v) The Companies have made available to Lenders all material reports and assessments in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability under Environmental Law at the properties owned within the United States, which reports may concern the existence of Hazardous Material at such properties.

     SECTION 3.18 Insurance. Schedule 3.18 sets forth a true, complete and correct description of all insurance maintained by each Company as of the Closing Date. As of each such date, such insurance is in full force and effect and all premiums have been duly paid. Each Company has insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice.

     SECTION 3.19 Security Documents. (a) The Security Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Lien created by the Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC or PPSA as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.

     (b) When the Security Agreements or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, Canadian Intellectual Property Office, as applicable, the Lien created by such Security Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in such Security Agreements), in each case subject to no Liens other than Permitted Liens.

     (c) Each Mortgage executed and delivered as of the Original Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Loan Party, will

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be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens reasonably acceptable to the Administrative Agent.

     (d) Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

     SECTION 3.20 Equity Financing Documents; Representations and Warranties in Agreement. (a) The Lenders have been furnished true and complete copies of each Equity Financing Document to the extent executed and delivered on or prior to the Original Closing Date.

     (b) All representations and warranties of each Company set forth in the Equity Financing Documents were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Original Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

     SECTION 3.21 [Intentionally Omitted.]

     SECTION 3.22 Location of Material Inventory. Schedule 3.22 sets forth all locations in the United States and Canada where the aggregate value of Inventory owned by the Loan Parties exceeds the Dollar Equivalent of $250,000.

     SECTION 3.23 Accuracy of Borrowing Base (a) . At the time any Borrowing Base Certificate is delivered pursuant to this Agreement, (a) each Account and each item of Inventory included in the calculation of the Borrowing Base satisfies all of the criteria stated herein (or of which Borrower has hereafter been notified by Collateral Agent under Section 2.19) to be an Eligible Account and an item of Eligible Inventory, respectively, (b) each item of Equipment included in the calculation of the Borrowing Base satisfies all of the criteria stated herein to be an Eligible Equipment and (c) each parcel of Real Property included in the calculation of the

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Borrowing Base satisfies all of the criteria stated herein satisfies all of the criteria stated herein to be an Eligible Real Property.

     SECTION 3.24 Post-Audit Asset Dispositions. As of the Original Closing Date, the Borrower and the other Loan Parties have not disposed of assets (other than Inventory sold in the ordinary course of their business) which are set forth in the Inventory Appraisal, Equipment appraisal or Real Property appraisals and which have an aggregate fair market value of more than the Dollar Equivalent of $250,000.

     SECTION 3.25 Holding Companies; Inactive Subsidiaries. (a) Except for the ownership of interests in Real Property set forth in Schedule 6.18, no Holding Company (i) engages in any trade or business other than providing administrative and managerial services on behalf of the Companies, (ii) owns any assets (other than Equity Interests and Indebtedness, including intercompany Indebtedness, which are pledged to the Collateral Agent) or (iii) has any liabilities (other than for Indebtedness permitted to be outstanding with respect to and/or incurred by any such Holding Company under Section 6.01) in an aggregate amount that exceeds $25,000.

     (b) No Domestic or Canadian Inactive Subsidiary (i) has assets with an aggregate book value in excess of $25,000 other than Indebtedness and Equity Interests on the Closing Date pledged to the Collateral Agent, (ii) has any liabilities (other than Indebtedness permitted to be outstanding with respect to and/or incurred by any such Subsidiary under Section 6.01) in an aggregate amount that exceeds $25,000 or (iii) engages in any trade or business.

     SECTION 3.26 Common Enterprise. Holdings is the direct or indirect and beneficial owner and holder of all of the issued and outstanding shares of stock or other Equity Interests in the Borrower and the other Guarantors. Borrower and Guarantors make up a related organization of various entities constituting a single economic and business enterprise so that Borrower and Guarantors share a substantial identity of interests such that any benefit received by any one of them benefits the others. Borrower and certain Guarantors render services to or for the benefit of Borrower and/or the other Guarantors, as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or for the benefit of Borrower and Guarantors (including, inter alia, the payment by Borrower and Guarantors of creditors of the Borrower or Guarantors and guarantees by Borrower and Guarantors of indebtedness of Borrower and Guarantors and provide administrative, marketing, payroll and management services to or for the benefit of Borrower and Guarantors). Borrower and Guarantors have centralized accounting, common officers and directors and are in certain circumstances are identified to creditors as a single economic and business enterprise (i.e., as Holdings’ “domestic” business).

ARTICLE IV.

CONDITIONS TO CREDIT EXTENSIONS

     SECTION 4.01 Conditions to Continue to Fund the Credit Extensions. The obligation of each Lender to make or continue the Credit Extensions requested to be made or continued by it on the Closing Date and of each Issuing Bank to issue or to cause to be issued or

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continue Letters of Credit on the Closing Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.

     (a) Loan Documents. All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank to the Administrative Agent and the Collateral Agent, and there shall have been delivered to the Administrative Agent and the Collateral Agent an executed counterpart of this Agreement and such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent and/or the Collateral Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto as Annex II.

     (b) Corporate Documents. The Administrative Agent and Collateral Agent shall have received:

         (i) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that there has been no change to the certificate or articles of incorporation or other constitutive documents since the Original Closing Date, (B) that there has been no change to the by-laws of such Loan Party since the Original Closing Date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate in this clause (i));

         (ii) a long form certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and

         (iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

     (c) Officers’ Certificate. The Administrative Agent and the Collateral Agent shall have received a certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of Borrower, confirming compliance with the conditions precedent set forth in Section 4.01 and paragraphs (b), (c), (d) and (e) of Section 4.02 and certifying that no Default or Event of Default under the Prior Credit Agreement has occurred and is continuing as of the Closing Date.

     (d) Opinions of Counsel. The Administrative Agent and Collateral Agent shall have received, on behalf of themselves, the Arrangers, the Lenders and the Issuing Bank, (i) a favorable written opinion of (A) Blank Rome LLP, special counsel for the Loan Parties, substantially to the effect set forth in Exhibit K and (B) Osler, Hoskin & Harcourt LLP, Canadian counsel for the Loan Parties and (ii) a favorable written confirmation of each other local and foreign counsel listed on Schedule 4.01(d) (all of which counsels delivered opinions in

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connection with the Prior Credit Agreement), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request.

     (e) Fees. (i) The Arrangers, Collateral Agent and Administrative Agent shall have received all Fees and other amounts due and payable (excluding such Fees which may become due and payable on each anniversary of the Original Closing Date as set forth in Section 12.01(f)) on or prior to the Closing Date, including, and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable legal fees and expenses of Latham & Watkins, LLP, special counsel to the Administrative Agent and the Collateral Agent), and the fees and expenses of any local counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by Borrower hereunder or under any other Loan Document and (ii) Borrower shall have paid to the Administrative Agent (for the account of the Lenders) in immediately available funds an amendment fee equal to each Lender’s Pro Rata Percentage of .125% of the Commitments.

     (f) Personal Property Requirements. The Collateral Agent shall have received certified copies of UCC, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state, county or provincial jurisdictions in which any Property of any Loan Party is located and the state, county or provincial jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens and those relating to Liens acceptable to the Collateral Agent).

     (g) Real Property Requirements. The Collateral Agent shall have received:

          (i) with respect to each Mortgage, endorsements to each Title Policy as shall be reasonably requested by the Collateral Agent to “bring-down” the status of title and to confirm that the Title Policy continues to apply to the Mortgages and the Obligations under this Agreement and the Prior Credit Agreement; and

          (ii) with respect to each Mortgaged Real Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called “gap” indemnification and no-new improvements to survey affidavits) as shall be required to induce the Title Company to issue the endorsements contemplated in subparagraph (a) above.

          (iii) with respect to each Mortgage, an amendment to such Mortgage, in recordable form and substance acceptable to the Administrative Agent providing, among other things, for the recognition of the amendment and restatement of this Agreement as set forth herein and the reaffirmation of the Mortgage; and

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          (iv) evidence of payment of any and all mortgage, documentary, intangibles or similar taxes, if any, which shall be due and payable in connection with either the increase in the amount of the Obligations under this Agreement or the recording of any such Mortgage amendment referenced in clause (iii) above.

     SECTION 4.02 Conditions to All Credit Extensions. The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extension) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

     (a) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.17(b).

     (b) No Default. The Borrower and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after such Credit Extension, no Default shall have occurred and be continuing on such date or after giving effect to the Credit Extension requested to be made on such date.

     (c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document shall be 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 of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

     (d) No Material Adverse Effect. There has been no event, condition and/or contingency that has had or is reasonable likely to have a Material Adverse Effect, as reasonably determined by either the Administrative Agent or the Collateral Agent.

     (e) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain such Lender from making any Loans to be made by it or the Issuing Bank from issuing Letters of Credit. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

Each of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension or renewal of a Letter of Credit and the acceptance by the Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions

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contained in this Section 4.02 have been satisfied. Borrower shall provide such information (including calculations in reasonable detail of the covenants in Section 6.08) as the Administrative Agent or the Collateral Agent may reasonably request to confirm that the conditions in this Section 4.02 have been satisfied.

ARTICLE V.

AFFIRMATIVE COVENANTS

     Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired or been fully cash collateralized and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

     SECTION 5.01 Financial Statements, Reports, etc. In the case of Holdings and Borrower, furnish to the Administrative Agent and each Lender:

     (a) Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

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     (b) Quarterly Reports. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal quarter and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Consolidated Companies as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in paragraph (a) if this Section 5.01(b), subject to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the fiscal quarter;

     (c) Monthly Reports. Within 30 days after the end of each month, the consolidated balance sheet of Holdings as of the end of such month and related consolidated statements of income and cash flows of Holdings for such month and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated results of operations and cash flows of the Consolidated Companies as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, and setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the results of operations and cash flows for such month and for the then elapsed portion of the fiscal year, as compared to its results of operations and cash flows for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows and a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior month;

     (d) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under paragraphs (a), (b) or (c) above, a certificate of a Financial Officer certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent

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thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under sub-paragraph (a) or (b) above, a Compliance Certificate; and (iii) in the case of paragraph (a) above, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

     (e) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under paragraph (a) above, a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or Supplement;

     (f) Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be;

     (g) Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s responses thereto;

     (h) Budgets. No later than January 1, 2005 for the fiscal year of Holdings and Borrower ending on December 31, 2005, and no later than the first day of each subsequent fiscal year of Holdings and Borrower, a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income by each of Borrower’s business units and sources and uses of cash and balance sheets) prepared by each of Holdings and Borrower, respectively, for each fiscal month of such fiscal year prepared in detail, of Holdings, Borrower and their respective Subsidiaries, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of each of Holdings and Borrower to the effect that the budget of Holdings and Borrower, respectively, is a reasonable estimate for the period covered thereby;

     (i) Annual Meetings with Lenders. Within 120 days after the close of each fiscal year of Holdings, Holdings and Borrower shall, at the request of the Administrative Agent or Required Lenders, hold a meeting (at a mutually agreeable location and time) or, at the Administrative Agent’s option, participate in a conference call with all Lenders who choose to attend such meeting or participate in such conference call at which meeting or conference call shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies; and

     (j) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the

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terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

     SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agent, the Collateral Agent and each Lender prompt written notice of the following:

     (a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

     (b) the filing or commencement of, or to the knowledge of any Company, any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

     (c) any event that has resulted in, or could reasonably be expected to result in a Material Adverse Effect;

     (d) the occurrence of a Casualty Event which is reasonably likely to result in a loss or damage in excess of $100,000 and will ensure that the Net Cash Proceeds of any Casualty Event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents;

     (e) (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could materially affect the value of the Collateral; and

     (f) any threatened indictment by any Governmental Authority of any Loan Party, as to which any Loan Party receives knowledge or notice, under any criminal or civil proceedings against any Loan Party pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $1.0 million or (ii) any other Property of any Loan Party which is necessary or material to the conduct of its business.

     SECTION 5.03 Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any

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Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain and preserve all Property material to the conduct of the business of any Loan Party and keep such Property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business of any Loan Party carried on in connection therewith may be properly conducted at all times; provided, that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such Person reasonably determines are not useful to its business.

     SECTION 5.04 Insurance. (a) Keep its insurable Property adequately insured at all times by financially sound and reputable insurers (provided, that Borrower shall not be deemed to breach this provision if, after its insurer becomes unsound or irreputable, Borrower promptly and diligently obtains adequate insurance from an alternative carrier); maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or Property damage occurring upon, in, about or in connection with the use of any Property owned, occupied or controlled by it; and maintain such other insurance as may be required by law; and, with respect to the Collateral, otherwise maintain all insurance coverage required under each applicable Security Document, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Collateral Agent, it being agreed that the levels of insurance in place on the Original Closing Date, absent a material change in the Property of the Loan Parties, shall be satisfactory to the Collateral Agent so long as appropriate steps are taken to assure that such insurance coverage is also obtained for any future Subsidiaries.

     (b) All such insurance shall (i) provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of Property insurance) or additional insured (in the case of liability insurance) or loss payee (in the case of casualty insurance), as applicable, (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Collateral Agent.

     (c) Notify the Collateral Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Collateral Agent a duplicate original copy of such policy or policies.

     (d) Obtain flood insurance in such total amount as the Collateral Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements located on any real Property covered by a Mortgage is designated a “flood hazard

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area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1975, as amended from time to time.

     (e) Deliver to the Administrative Agent and the Collateral Agent a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

     SECTION 5.05 Obligations and Taxes. (a) Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its Property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the applicable Company shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and, in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

     (b) Timely and correctly file all material Tax Returns required to be filed by it.

     SECTION 5.06 Employee Benefits and Pension Plans. (a) With respect to each Plan, comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Companies or their ERISA Affiliates or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Companies or their ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

     (b) For each existing Canadian Pension Plan of any Canadian Loan Party, such Canadian Loan Party shall, except as provided in Schedule 3.16, ensure that such plan retains its registered status under and is administered in a timely manner in all material respects in accordance with the applicable pension plan text, funding agreement, the ITA and all other applicable laws. For

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each Canadian Pension Plan hereafter adopted by any Canadian Loan Party that is required to be registered under the ITA or any other applicable laws, that Canadian Loan Party shall use its best efforts to seek and receive confirmation in writing from the applicable governmental authorities to the effect that such plan is unconditionally registered under the ITA and such other applicable laws. For each existing and hereafter adopted Canadian Pension Plan and Canadian Benefit Plan of any Canadian Loan Party, such Canadian Loan Party shall in a timely fashion perform in all material respects all obligations (including fiduciary, funding, investment and administration obligations) required to be performed in connection with such plan and the funding media therefor. Each Canadian Loan Party shall deliver to Collateral Agent if requested by Collateral Agent, (i) promptly after the filing thereof by such Canadian Loan Party with any applicable governmental authority, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan of such Canadian Loan Party; (ii) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that such Canadian Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan of such Canadian Loan Party; (iii) notification within 30 days of any increases having a cost to such Canadian Loan Party in excess of Cdn. $250,000 per annum, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which such Canadian Loan Party was not previously contributing and (iv) all material documents related to matters disclosed in Schedule 3.16.

     SECTION 5.07 Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Keep proper records of intercompany accounts (including, without limitation, the Borrowing Base Guarantor Intercompany Loan Account) with full, true and correct entries reflecting all payments received and paid (including, without limitation, funds received by Borrower from swept deposit accounts of the other Companies). Each Loan Party and other Company whose Equity Interests are pledged to the Collateral Agent will permit any representatives designated by the Administrative Agent or the Collateral Agent to visit and inspect the financial records and the Property of such Loan Party and other Company whose Equity Interests are pledged to the Collateral Agent at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or the Collateral Agent to discuss the affairs, finances and condition of any Loan Party and other Company whose Equity Interests are pledged to the Collateral Agent with the officers thereof and independent accountants therefor.

     SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes set forth in Section 3.11.

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     SECTION 5.09 Compliance with Environmental Laws; Environmental Reports. (a) Comply, and use its best efforts to cause all lessees and other Persons occupying Real Property owned, operated or leased by any Loan Party to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct any Response in accordance with Environmental Laws; provided, that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

     (b) If a Default caused by reason of a breach of Section 3.17 or 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental assessment report regarding the matters which are the subject of such default, including where appropriate, any soil and/or groundwater sampling, prepared by an environmental consulting firm and in the form and substance reasonably acceptable to the Administrative Agent and Collateral Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

     SECTION 5.10 [Intentionally Omitted]

     SECTION 5.11 Additional Collateral; Additional Guarantors. (a) Subject to this Section 5.11, with respect to any Property acquired after the Original Closing Date by Borrower or any other Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject (but, in any event, excluding any Property described in paragraph (b) of this subsection) promptly (and in any event within 30 days after the acquisition thereof provided Collateral Agent has provided all joinder agreements to the applicable Security Documents necessary for the Loan Parties to comply herewith): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property subject to no Liens other than Permitted Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and Collateral Agent. Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such reasonable documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired properties or assets.

     (b) With respect to any Person that is or becomes a Wholly Owned Subsidiary (regardless of whether such Subsidiary is established, created or acquired) (other than any Foreign Subsidiary that is not a direct Subsidiary of a Loan Party) promptly (and in any event within 30 days after such Person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing the Equity Interests of such Subsidiary (provided, that with

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respect to any first-tier Foreign Subsidiary, in no event shall more than 65% of the Equity Interests of any Foreign Subsidiary be subject to any Lien or pledged under any Security Document if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of such Subsidiary’s parent, as the case may be, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Subsidiary, and (ii) cause such new Subsidiary (other than any Foreign Subsidiary if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower) (A) to execute a Joinder Agreement or such comparable documentation and a joinder agreement to the Security Documents in the form annexed thereto which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Collateral Agent to cause the Lien created by the Security Agreements to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.

     (c) If at any time any one or more Wholly Owned Subsidiaries in the aggregate (other than any Foreign Subsidiary that is not a “first-tier” Foreign Subsidiary) not otherwise subject to Section 5.11(b) have assets having either a book value or fair market value in excess of $10.0 million, then Borrower shall, and shall cause one or more of such Subsidiaries to, comply with Section 5.11(b) within the time frames set forth in such subsection so that no one or more such Subsidiaries in the aggregate hold assets having either a book value or fair market value in excess of $10.0 million.

     (d) Each Loan Party will promptly grant to the Collateral Agent, within 60 days of the acquisition thereof, a security interest in and Mortgage Lien on each owned or leased Real Property of such Loan Party as is acquired by such Loan Party after the Original Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $1.0 million, as additional security for the Obligations (unless the subject Property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including, without limitation, a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

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     SECTION 5.12 Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Prior Liens and subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents, including, without limitation, landlord or similar lien waivers and consents, as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or the Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or the Lenders may be so required to obtain. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent and Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

     SECTION 5.13 Information Regarding Collateral; Corporate Identity or Taxpayer Identifications. (a) Furnish to the Administrative Agent and the Collateral Agent 30 days prior written notice (in the form of an officer’s certificate), clearly describing any of the following changes (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity, taxpayer identification, or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or (v) in any Loan Party’s jurisdiction of organization. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or PPSA or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Borrower agrees to provide to the Collateral Agent such other information in connection with such changes as the Collateral Agent may reasonably request. Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is subject to a Casualty Event.

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     (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) of Section 5.01, deliver to the Administrative Agent and the Collateral Agent a certificate of a Financial Officer and the chief legal officer of Borrower (i) setting forth any changes to the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.13(b) and (ii) certifying that the Loan Parties have not taken any actions (and are not aware of any actions so taken) to terminate any UCC or PPSA financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations to protect and perfect the security interests and Liens under the Security Documents; it being understood and agreed that, from time to time, upon reasonable request of a Lender, the Administrative Agent and the Collateral Agent shall deliver to such Lender such certificates, supporting documentation and supporting detail delivered to them under Section 5.13 and Section 5.15.

     SECTION 5.14 Post-Closing Collateral Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 5.14, in each case within the time limits specified on such schedule.

     SECTION 5.15 Borrowing Base-Related Reports. The Borrower shall deliver or cause to be delivered (at the expense of the Borrower) to the Collateral Agent and the Administrative Agent the following:

     (a) as soon as available but in no event less frequently than monthly, not later than 1:00 p.m., New York City time on the tenth Business Day of the fiscal month following the most recent fiscal month then ended, a Borrowing Base Certificate from the Borrower accompanied by such supporting detail and supporting documentation as shall be requested by the Collateral Agent in its reasonable judgment, provided, that if daily Excess Availability for ten or more days (whether consecutive or non-consecutive) during any fiscal quarter is less than $50.0 million and so long as Borrower does not maintain average daily Excess Availability in excess of $50.0 million for a period of three (3) consecutive fiscal months following the end of such fiscal quarter, Borrower shall deliver additional weekly roll-forward of Accounts referenced in paragraph (b)(i) below within five (5) Business Days after the end of each calendar week, and, if requested by the Collateral Agent, a Borrowing Base Certificate (prepared weekly to reflect results satisfactory to the Collateral Agent) within five (5) Business Days after the end of each calendar week, or more frequent Borrowing Base Certificates reflecting shorter periods as reasonably requested by the Collateral Agent. Each Borrowing Base Certificate shall reflect all information through the end of the appropriate period for Borrower and each Borrowing Base Guarantor;

     (b) as soon as available but in no event less frequently than monthly (or more frequently as reasonably requested by the Collateral Agent), not later than 1:00 p.m., New York City time on the tenth Business Day of the fiscal month following the most recent fiscal month then ended, Accounts and Inventory eligibility calculations and all supporting calculations including, but not limited to, (i) a roll-forward of Accounts from the last period including but not limited to the following: sales, other debits, cash

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collections, write-offs, cash discounts, product returns, pricing errors, other dilutive credits and other non-dilutive credits, (ii) a summary trial balance showing Accounts (consolidated by total customer balance) aged from the original invoice statement date as follows: 1 to 30 days, 31 to 60 days, 61-90 days and 91 days or more, accompanied by a comparison to the prior month’s summary trial balance totals, (iii) a detailed trial balance showing Accounts (consolidated by total customer balance) specifically identified in Section 2.19 (xv)(a), aged in a format similar to the format set forth in clause (ii) above, (iv) a schedule of top ten Accounts aged in a format similar to the format set forth in clause (ii) above, (v) a schedule of Inventory (other than Inventory on consignment) by location showing raw materials, work in process and finished goods, (vi) a schedule of Inventory on consignment by location (vii) a schedule of the top ten trade payable balances, (viii) a reconciliation of Accounts to the general ledger and the financial statements, (ix) a reconciliation of Inventory to the general ledger and the financial statements, (x) a reconciliation of trade accounts payable to the general ledger and the financial statements;

     (c) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a) above or at such more frequent intervals as the Collateral Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), a copy of the ledger registering the Borrowing Base Guarantor Intercompany Loan Account as of the date of the Borrowing Base Certificate, accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its reasonable credit judgment;

     (d) at the time of delivery of each of the financial statements delivered pursuant to Sections 5.01(a) and (b), a reconciliation of the Accounts trial balance and quarter-end Inventory reports of Borrower and Borrowing Base Guarantors to the general ledger of such Loan Party, in each case, accompanied by such supporting detail and documentation as shall be requested by the Collateral Agent in its reasonable credit judgment;

     (e) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a) above following the most recent fiscal quarter then ended or at such more frequent intervals as the Collateral Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), a general description of material assets (other than Eligible Equipment or Eligible Real Property) owned by the Loan Parties which have been disposed of;

     (f) on the date any Borrowing Base Certificate is delivered pursuant to paragraph (a) above following the most recent fiscal quarter then ended or at such more frequent intervals as the Collateral Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), a list of any applications for the registration of any patent, trademark or copyright with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or any similar office or agency which any Loan Party has filed in the prior fiscal quarter;

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     (g) not later than the tenth Business Day of each fiscal month (or more frequently as reasonably requested by the Collateral Agent), a schedule of all Hedging Agreements, including notional amounts and a statement setting forth in reasonable detail the amount Borrower or the applicable Borrowing Base Guarantor, as applicable, owes counterparties to Specified Hedging Agreements based on a mark-to-market analysis and with due regard to recent market volatility as of the last Business Day of the previous fiscal month (or if not available, the nearest prior Business Day for which such evaluation is available); and

     (h) such other reports, statements and reconciliations with respect to the Borrowing Base or Collateral of any or all Loan Parties as the Collateral Agent shall from time to time request in its reasonable credit judgment.

The delivery of each certificate and report or any other information delivered pursuant to this Section 5.15 shall constitute a representation and warranty by the Borrower that the statements and information contained therein are true and correct in all material respects on and as of such date.

     SECTION 5.16 [Intentionally Omitted]

     SECTION 5.17 [Intentionally Omitted].

     SECTION 5.18 Maintenance of Real Property.

     Borrower and each applicable Loan Party shall:

     (a) Keep all Real Property and systems useful and necessary in the business of Borrower and such Loan Party in good working order and condition, ordinary wear and tear excepted.

     (b) Maintain all rights of way, easements, grants, privileges, licenses, certificates, and permits necessary or advisable for the use of any Real Property and not, without the prior written consent of the Administrative Agent, consent to any material public or private restriction as to the use of any Real Property.

     (c) Preserve and protect the Lien status of each respective Mortgage and, if any Lien (other than a Permitted Lien) is asserted against a Mortgaged Real Property, promptly and at its expense, give the Administrative Agent and the Collateral Agent a detailed written notice of such Lien and pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to the Administrative Agent.

ARTICLE VI.

NEGATIVE COVENANTS

     Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired or

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been fully cash collateralized and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

     SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except:

     (a) Indebtedness incurred pursuant to this Agreement and the other Loan Documents;

     (b) (i) Indebtedness actually outstanding on the Original Closing Date and listed on Schedule 6.01(b) or (ii) refinancings or renewals thereof; provided, that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced, and (iii) the Qualified Senior Notes (including any notes issued in exchange therefor) in accordance with the registration rights document entered into in connection with the issuance of the Qualified Senior Notes;

     (c) Indebtedness of any Company under (i) Interest Rate Protection Agreements listed on Schedule 6.01(c), (ii) under Specified Hedging Agreement constituting Interest Rate Protection Agreements entered into in order to fix the effective rate of interest on the Loans and such other non-speculative Interest Rate Protection Agreements which constitute Specified Hedging Agreement which may be entered into from time to time by such Company and which such Company in good faith believes will provide protection against fluctuations in interest rates with respect to floating rate Indebtedness of such Company then outstanding, and permitted to remain outstanding, pursuant to the other provisions of this Section 6.01 or (iii) under Specified Hedging Agreements constituting Interest Rate Protection Agreements entered into to exchange fixed rate of interest on not more than $100.0 million of aggregate principal amount of outstanding Indebtedness evidenced by the Qualified Senior Notes, for floating rate of interest thereon;

     (d) Indebtedness under Specified Hedging Agreements (other than Interest Rate Protection Agreements) entered into from time to time by any Company in accordance with Section 6.04(c);

     (e) to the extent recorded in the Companies’ intercompany account ledgers, intercompany Indebtedness of any of the Companies outstanding to the extent permitted by Section 6.04(d), 6.04(m) or 6.06(d);

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     (f) Indebtedness of the Borrower, its Domestic Subsidiaries and General Cable Canada in respect of Purchase Money Obligations and Capital Lease Obligations and refinancings or renewals thereof (other than refinancings funded with intercompany advances), in an aggregate amount not to exceed the Dollar Equivalent of $10.0 million at any time outstanding;

     (g) Indebtedness incurred by Foreign Subsidiaries (including Foreign Credit Lines but exclusive of the GCC Spain Intercompany Debt) from time to time after the Original Closing Date so long as the aggregate principal amount of all such Indebtedness (including trade letters of credit) incurred pursuant to this paragraph (g) at any time outstanding does not exceed the Dollar Equivalent of (i) with respect to Indebtedness outstanding under the Foreign Credit Lines, the Dollar Equivalent of $300.0 million and (ii) with respect to all such other Indebtedness, $100.0 million; provided, that such Indebtedness incurred by Foreign Subsidiaries which is owing to Borrower or a Borrowing Base Guarantor shall be permitted only to the extent permitted under Section 6.04(d)(ii);

     (h) Indebtedness of any Person that becomes a Foreign Subsidiary after the Closing Date; provided that such Indebtedness exists at the time such Person becomes a Foreign Subsidiary and is not created in contemplation of or in connection with such Person becoming a Foreign Subsidiary;

     (i) the GCC Spain Intercompany Debt as long as (i) the aggregate principal amount of all GCC Spain Pre-Closing Intercompany Debt existing on the Closing Date does not exceed the Dollar Equivalent of $35.0 million, (ii) the GCC Spain Refinancing Intercompany Debt does not exceed the Dollar Equivalent of $27.7 million, (iii) the GCC Spain Post-Closing Intercompany Debt incurred by reason of intercompany advances of Borrower to General Cable Spain after the Original Closing Date does not exceed the Dollar Equivalent of $1.0 million, (iv) the GCC Spain Acquisition Intercompany Debt incurred by reason of intercompany advances of Borrower to General Cable Spain after the Closing Date does not exceed the Dollar Equivalent of $20.0 million and as long as Excess Availability exceeds $50.0 million after giving effect to any such advance and the Revolving Loans funded in connection therewith, and (v) in each case, such Indebtedness shall simultaneously be recorded on General Cable Spain’s, General Cable Spain Holdings’, Borrower’s and Holdings’ ledgers, as applicable, as an intercompany loan and shall be evidenced by a promissory note in substantially the form of Exhibit L, which shall be pledged (and delivered) by Borrower and Holdings as Collateral pursuant to the Security Agreement; provided, that the proceeds of any Indebtedness incurred by General Cable Spain in favor of Banco de Sabadell following the incurrence of the GCC Spain Acquisition Intercompany Debt shall be immediately applied by General Cable Spain to repay to Borrower the GCC Spain Acquisition Intercompany Indebtedness until repaid in full and shall be immediately applied by Borrower to repay the Obligations (without reduction in Commitments);

     (j) Indebtedness for industrial revenue bonds or other similar governmental or municipal bonds for the deferred purchase price of newly acquired Property and to finance equipment of Borrower and the Borrowing Base Guarantors (pursuant to

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purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business (provided, that such financing is entered into within 180 days of the acquisition of such Property) of Borrower and the Borrowing Base Guarantors which shall not exceed $25 million in the aggregate at any one time outstanding without the Administrative Agent’s prior written consent, and any refinancings of Indebtedness permitted under this paragraph (j);

     (k) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds and completion guarantees provided by a Company in the ordinary course of its business;

     (l) unsecured Contingent Obligations:

     (i) of Holdings in respect of Indebtedness (other than Indebtedness for borrowed money) of any Foreign Subsidiary to the extent such Indebtedness is permitted to be incurred by such Foreign Subsidiary pursuant to paragraph (g) above and as long as such Contingent Obligations of Holdings are issued in the ordinary course business and do not exceed the Dollar Equivalent of $5.0 million in the aggregate at any time;

     (ii) of Holdings or Borrower in respect of lease obligations, contract obligations or other obligations (other than Indebtedness for borrowed money) of any other Loan Party to the extent not otherwise prohibited hereunder as long as such Contingent Obligations are issued by Holdings and Borrower in the ordinary course of their business; and

     (iii) of Holdings in respect of lease obligations, contract obligations or other obligations (other than Indebtedness for borrowed money) of any Foreign Subsidiary as long as such Contingent Obligations are issued by Holdings in respect of obligations incurred by such Foreign Subsidiary in the ordinary course of such Foreign Subsidiary’s business or are in respect of obligations related to Permitted Non-Loan Funded Acquisitions;

     (iv) of Holdings in respect of Indebtedness for borrowed money of Joint Ventures as long as such Contingent Obligations do not exceed the Dollar Equivalent of $25.0 million in the aggregate at any time; or

     (v) of any Foreign Subsidiary in respect of Indebtedness of any other Foreign Subsidiaries to the extent the primary Indebtedness of such other Foreign Subsidiary is permitted under paragraph (g) or (h) above;

     (m) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 5.05;

     (n) Indebtedness in respect of netting services and overdraft protections in connection with deposit accounts, in each case in the ordinary course of business;

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     (o) Acquisition Debt Issuance; and

     (p) other unsecured Indebtedness (not of the type covered in paragraphs (a) – (o) above) of any Company incurred, created, assumed or permitted to exist after the Closing Date not to exceed the Dollar Equivalent of $10.0 million in the aggregate principal amount at any time outstanding.

     SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except (the “Permitted Liens”):

     (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (i) are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the Property or assets subject to any such Lien, or (ii) in the case of any such charge or claim which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

     (b) Liens in respect of Property of any Company imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the Property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, (ii) which do not pertain to Indebtedness that is due and payable or which pertain to Liens that are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the Property or assets subject to any such Lien, and (iii) in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

     (c) Liens in existence on the Original Closing Date and set forth on Schedule 6.02(c); provided, that (i) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase; and (ii) such Liens do not encumber any Property other than the Property subject thereto on the Original Closing Date;

     (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property and (iii)

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individually or in the aggregate materially interfering with the conduct of the business of the Companies at such Real Property;

     (e) Liens arising out of judgments or awards not resulting in a Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided, that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any Property subject to such Liens) does not exceed $1.0 million at any time outstanding;

     (f) Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), or (iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (w) with respect to clauses (i), (ii) and (iii) hereof, such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the Property or assets subject to any such Lien, (x) to the extent such Liens are not imposed by law, such Liens shall in no event encumber any Property other than cash and Cash Equivalents which have been deposited with such lienholder or has otherwise been subordinated to the Liens securing the Obligations hereunder pursuant to a Landlord Lien Waiver and Access Agreement, (y) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (z) the aggregate amount of deposits at any time pursuant to clause (ii) and (iii) shall not exceed $250,000 in the aggregate;

     (g) Leases or subleases with respect to the assets or properties of any Company, in each case entered into in the ordinary course of such Company’s business so long as such Leases are subordinate in all respects to the Liens granted and evidenced by the Security Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Company or (ii) materially impair the use (for its intended purposes) or the value of the Property subject thereto;

     (h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business in accordance with the past practices of such Company;

     (i) Liens arising pursuant to Purchase Money Obligations or Capital Lease Obligations incurred pursuant to Section 6.01(f), Liens securing Indebtedness incurred

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pursuant to Section 6.01(j) or Liens arising pursuant to sale and leaseback transactions to the extent permitted under Section 6.03; provided, that (i) the Indebtedness secured by any such Lien (including refinancings thereof) does not exceed 100% of the cost of the Property being acquired or leased at the time of the incurrence of such Indebtedness and (ii) any such Liens attach only to the Property being financed pursuant to such Purchase Money Obligations, Capital Lease Obligations, other Indebtedness or sale and leaseback transactions and do not encumber any other Property of any Company;

     (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

     (k) Liens on Property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Company (and not created in anticipation or contemplation thereof) so long as such merger or acquisition is permitted pursuant to Section 6.05; provided, that such Liens do not extend to Property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than the existing Lien;

     (l) Liens on Property of Foreign Subsidiaries; provided, that (i) such Liens do not extend to, or encumber, Property which constitutes Collateral, and (ii) such Liens extending to the Property of any Foreign Subsidiary secure only Indebtedness of Foreign Subsidiaries as of the Original Closing Date or Indebtedness incurred by a Foreign Subsidiary pursuant to Section 6.01(g);

     (m) Liens granted pursuant to the Security Documents;

     (n) licenses or sublicenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Company;

     (o) Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;

     (p) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law;

     (q) Liens deemed to exist in connection with set-off rights in the ordinary course of Borrower’s and its Subsidiaries’ business;

     (r) replacement, extension or renewal of any Lien permitted herein in the same property previously subject thereto provided the underlying Indebtedness is permitted to be replaced, extended and renewed under Section 6.01(b);

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     (s) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and

     (t) other Liens (not of a type set forth in clauses (a) through (s) above) incurred in the ordinary course of business of any Company with respect to obligations (other than Indebtedness) that do not in the aggregate exceed $10.0 million at any time outstanding;

provided, however, that no Liens (other than Liens permitted under Section 6.02(a)(ii)) shall be permitted to exist, directly or indirectly, on any Pledged Equity Interests or Pledged Notes (each as defined in the Security Agreements and Foreign Pledge Agreements).

     SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any Property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred unless at the time of the proposed sale and leaseback transaction: (a) no Default then exists or would result therefrom; (b) the aggregate Fair Market Value of all Property permitted to be sold and leased back pursuant to this Section 6.03 shall not exceed $20.0 million; (c) Borrower shall have delivered, at least five Business Days prior thereto, all agreements, documents and instruments pursuant to which the proposed sale and leaseback is to be effected, all of which shall be on terms and in form and substance satisfactory to the Administrative Agent; and (d) Borrower shall have delivered a certificate to the Administrative Agent and the Collateral Agent certifying that no Default exists or would result after giving effect to the proposed sale and leaseback, identifying the Property subject to such sale and leaseback transaction and that all of the requirements for a Permitted Asset Sale have been satisfied.

     SECTION 6.04 Investments, Loans and Advances. Directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

     (a) Investments outstanding on the Original Closing Date and identified on Schedule 6.04(a);

     (b) the Companies may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments for collection in the ordinary course of business, (iv) make lease, utility and other similar deposits in the ordinary course of business; or (v) make prepayments and deposits to suppliers in the ordinary course of business;

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     (c) any Company may enter into Interest Rate Protection Agreements to the extent permitted by Section 6.01(c), Holdings may enter into the Specified Foreign Currency Hedging Agreement or any Company may enter into and perform its obligations under Specified Hedging Agreements entered into in the ordinary course of business and so long as any such Specified Hedging Agreement is not speculative in nature and is (i)(A) related to income derived from operations of such Company or otherwise related to purchases permitted hereunder from suppliers or (B) entered into to protect such Company against fluctuations in the prices of raw materials used in its businesses and (ii) permitted by Section 6.01(d);

     (d) (i) Borrower, any Borrowing Base Guarantor, or any Foreign Subsidiary may make intercompany loans and advances to Borrower or any other Borrowing Base Guarantor (other than Holdings), (ii) Borrower or any Borrowing Base Guarantor may make intercompany loans and advances to any Foreign Subsidiary (other than General Cable Spain) in an amount not to exceed the Dollar Equivalent of $10.0 million to all Foreign Subsidiaries (other than General Cable Spain) in the aggregate outstanding at any time, (iii) Borrower or Holdings may make intercompany loans or advances to General Cable Spain or General Cable Spain Holdings giving rise to the GCC Spain Intercompany Debt to the extent permitted in Section 6.01(i), (iv) Borrower may make intercompany loans and advances to Marathon Manufacturing Holdings, Inc., a Delaware corporation, MLTC Company, a Delaware corporation, and General Cable Technologies as long as such intercompany loans and advances to all such Persons do not exceed $1.0 million in the aggregate at any time and (v) any Foreign Subsidiary may make intercompany loans and advances to any other Foreign Subsidiary; provided, that each loan and advance referenced in clauses (i), (ii), (iii), (iv) and (v) above shall simultaneously be recorded on Borrower’s, the applicable Borrowing Base Guarantor’s, or the applicable Foreign Subsidiary’s ledgers as an intercompany loan and shall be evidenced by a promissory note in substantially the form of Exhibit L, which, except in the case of promissory notes evidencing loans or advances made by any Foreign Subsidiary, shall be pledged (and delivered) by Borrower or the applicable Borrowing Base Guarantor that is the lender of such intercompany loan as Collateral pursuant to the Security Agreements and Foreign Pledge Agreements and which shall be subordinated to the Obligations pursuant to such promissory notes;

     (e) Any Company may make loans and advances (including payroll, travel and entertainment related advances) in the ordinary course of business to its respective employees or senior management (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes-Oxley Act) so long as the aggregate principal amount thereof made by all Companies at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed the Dollar Equivalent of $ 2.0 million;

     (f) Borrower, Holdings, Intermediate Holdings, any Canadian Subsidiary or any Foreign Subsidiary may establish Subsidiaries to the extent permitted by Section 6.12 (provided that (i) any Subsidiary formed by a Canadian Subsidiary will also be a Canadian Subsidiary, (ii) any Subsidiary formed by a Foreign Subsidiary will also be a

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Foreign Subsidiary) and (iii) any Subsidiary formed by a Domestic Subsidiary (other than Intermediate Holdings or Borrower) will also be a Domestic Subsidiary;

     (g) Investments (other than intercompany loans and advances) (i) by Borrower in any Borrowing Base Guarantor (but with respect to Holdings, only to the extent such Investments in Holdings are permitted under 6.07, or with respect to Intermediate Holdings, only to the extent such Investments in Intermediate Holdings are permitted under Section 6.06(d) or 6.07), (ii) by any Company (other than Borrower or any Borrowing Base Guarantor) in Borrower or any Borrowing Base Guarantor and (iii) by any Foreign Subsidiary in any other Company;

     (h) Investments in securities of trade creditors or customers in the ordinary course of business and consistent with such Company’s past practices that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

     (i) Investments made by Borrower or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.05;

     (j) earnest money required and any Equity Issuance made by Holdings in connection with and to the extent permitted by Permitted Acquisitions;

     (k) Loan Parties may hold Investments to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 6.04 hereof;

     (l) Investments in (i) deposit accounts opened in the ordinary course of business provided, that such deposit accounts are subject to Deposit Account Control Agreements and (ii) securities accounts opened in the ordinary course of business provided, that such securities accounts are subject to Securities Account Control Agreements;

     (m) Borrower may make intercompany loans and advances to Holdings solely for the purpose of:

     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact promptly used by Holdings to repurchase, outstanding shares of its common stock following the death, disability, retirement or termination of employment of employees, officers or directors of any Company as long as (A) such loans and advances in the aggregate shall not exceed $500,000 in any fiscal year of Holdings less any Restricted Payments made pursuant to Section 6.06(d)(i) in such fiscal year and (B) no Event of Default has occurred and is continuing and no Default would result after giving effect to any such Restricted Payment;

     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly used by Holdings to pay, its income tax and income taxes pursuant to

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the Tax Sharing Agreement, in accordance with Section 6.07(e), in each case when and as due;

     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly used by Holdings to pay scheduled semi-annual interest on the Qualified Senior Notes;

     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly used by Holdings to make, Restricted Payments with respect to Convertible Preferred Stock elected to be made by Holdings in cash for the current quarter dividend period (commencing with the first such quarterly dividend period ending February 24, 2004); and

     (v) Holdings’ paying, so long as all such proceeds are in fact promptly used by Holdings to pay, the Induced Conversion Payments as long as (A) such loans and advances do not exceed $23.0 million in the aggregate less any Restricted Payments made pursuant to Section 6.06(d)(vi) and (B) no Event of Default has occurred and is continuing or would result after giving effect to any such loan or advance;

provided, that each loan and advance referenced in clauses (i), (ii), (iii), (iv) and (v) above shall simultaneously be recorded on Borrower’s ledger as an intercompany loan and shall be evidenced by a promissory note in substantially the form of Exhibit L, which shall be pledged (and delivered) by Borrower as Collateral pursuant to the Security Agreements and which shall be subordinated to the Obligations pursuant to such promissory notes;

     (n) additional Investments after the Original Closing Date in any Joint Venture as long as the aggregate outstanding amount of additional Investments in all Joint Ventures does not exceed with respect to all Joint Ventures the Dollar Equivalent of $100.0 million in the aggregate; provided that if, before or after giving effect to any such additional Investment, the aggregate outstanding amount of such additional Investments would exceed the Dollar Equivalent of $50.0 million in the aggregate, then no such additional Investment shall be made unless average daily Excess Availability for the 90-day period preceding the funding of such additional Investment would have exceeded $75.0 million (after giving effect to any Revolving Loans funded in connection therewith as if made on the first day of such period) and is reasonably expected to exceed $75.0 million for at least 90 days following the funding of such additional Investment; and

     (o) (i) Loan Parties may capitalize or forgive any Indebtedness owed to it by other Loan Parties (except that Borrower shall not forgive intercompany loans made to any other Loan Party) and (ii) Holdings may capitalize the GCC Spain Refinancing Intercompany Debt in an amount not to exceed 10.0 million Euros as long as no Event of Default has occurred and is continuing

     SECTION 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, enter

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into any Asset Sale, or otherwise convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its Property or assets, or purchase or otherwise acquire (in one or a series of related transactions) all or any part of the Property, Equity Interests, or assets of any Person (or agree to do any of the foregoing at any future time), except that:

     (a) Capital Expenditures by Borrower and the Subsidiaries shall be permitted to the extent permitted by Section 6.08(b);

     (b) (i) purchases or other acquisitions of inventory, materials, equipment and intangible assets in the ordinary course of business shall be permitted, (ii) subject to Section 2.10(c), Asset Sales of used, worn out, obsolete or surplus Property by any Company in the ordinary course of business and the abandonment or other Asset Sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole shall be permitted, (iii) sale of Equipment or Real Property, as applicable, or any portion thereof, due to the termination of operations at (A) 37 Cushman St., Taunton MA 02780, (B) 440 East 8^th Street, Marion, IN 46953 and (C) 75 Canal St., South Hadley, MA 01075, in each case, shall be permitted on terms and pursuant to documentation reasonably acceptable to the Administrative Agent, (iv) Permitted Asset Sales by all Loan Parties aggregating no more than $10.0 million less any prepayments made pursuant to the definition of Permitted Fixed Asset Exchange shall be permitted, (v) Asset Sales shall be permitted by any Foreign Subsidiary as long as, individually and in the aggregate, such Assets Sales do not comprise all or substantially all of the Property of any Foreign Subsidiary that is a direct Subsidiary of a Loan Party and (vi) Permitted Fixed Asset Exchanges shall be permitted;

     (c) Investments in connection with any such transaction may be made to the extent permitted by Section 6.04;

     (d) Holdings and its Subsidiaries may sell Cash Equivalents and use cash for purposes that are not otherwise prohibited by the terms of this Agreement in the ordinary course of business;

     (e) Borrower and the Subsidiaries may lease (as lessee or lessor) real or personal Property and may guaranty such lease, in each case, in the ordinary course of business and in accordance with the applicable Security Documents;

     (f) the Transactions shall be permitted as contemplated by the Transaction Documents;

     (g) Borrower, any Borrowing Base Guarantor (other than Holdings) or, in the case of any Permitted Non-Loan Funded Acquisition, any Foreign Subsidiary may consummate Permitted Acquisitions, and Holdings may consummate Permitted Non-Loan Funded Acquisitions;

     (h) any Loan Party (other than Holdings, Intermediate Holdings or Borrower) may transfer Property or lease to or acquire or lease Property from any Loan Party or any

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Loan Party (other than Holdings, Borrower and Intermediary Holdings) may be merged into another Domestic or Canadian Loan Party as long as Borrower, Holdings or Intermediary Holdings is the surviving corporation of such merger; provided, that the Lien on and security interest in such Property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.11 or 5.12, as applicable;

     (i) any Foreign Subsidiary may transfer Property or lease to or acquire or lease Property from any Foreign Subsidiary or any Foreign Subsidiary may be merged into another Foreign Subsidiary so long as, in the case of any merger involving a Foreign Subsidiary that is a direct Subsidiary of a Loan Party, the surviving corporation of such merger is a direct Subsidiary of a Loan Party; provided, that the Lien on and security interest in the Equity Interests of any such first-tier Foreign Subsidiary shall be maintained or created in accordance with the provisions of Section 5.11;

     (j) any Subsidiary (other than Borrower or any Borrowing Base Guarantor) may dissolve, liquidate or wind up its affairs at any time; provided, that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect;

     (k) discounts or forgiveness of account receivables in the ordinary course of business or in connection with collection or compromise thereof shall be permitted provided the account debtor is not an Affiliate;

     (l) Permitted Liens (to the extent constituting a conveyance of Property) shall be permitted; and

     (m) General Cable Spain may consummate the GCC Spain Acquisition on or prior to December 31, 2005.

To the extent the Supermajority Lenders waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and the Collateral Agent shall take all actions deemed appropriate in order to effect the foregoing.

     SECTION 6.06 Restricted Payments. Make any Restricted Payment, except that:

     (a) any Subsidiary that is a Loan Party (other than Borrower and Intermediate Holdings) (i) may make Restricted Payments to Borrower or any Domestic Subsidiary or Canadian Subsidiary which is a Wholly Owned Subsidiary and (ii) if such Domestic Subsidiary or Canadian Subsidiary is not a Wholly Owned Subsidiary, may make Restricted Payments to its shareholders generally so long as Borrower or its Subsidiary which owns the Equity Interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary making such Restricted Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary);

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     (b) any Subsidiary that is not a Loan Party (i) may make Restricted Payments to a Wholly Owned Subsidiary that is not a Loan Party and (ii) if such Subsidiary is not a Wholly Owned Subsidiary, may make Restricted Payments to its shareholders generally so long as Subsidiary which owns the Equity Interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary making such Restricted Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary);

     (c) any Subsidiary that is not a Loan Party may make Restricted Payments to a Loan Party as long as (i) such Loan Party is the most direct holder of Equity Interest in such Subsidiary and (ii) proceeds thereof, through one or more Restricted Payments of the Persons that are the most direct holders of Equity Interest in the Person making the Restricted Payments, are received by Borrower or Holdings;

     (d) Borrower may make cash Restricted Payments to Intermediate Holdings, provided, that Intermediate Holdings contemporaneously uses the proceeds of such Restricted Payments to make Restricted Payments in the same amount to Holdings solely for the purpose of:

     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact promptly used by Holdings to repurchase, outstanding shares of its common stock following the death, disability, retirement or termination of employment of employees, officers or directors of any Company as long as (A) such Restricted Payments in the aggregate shall not exceed, together with the intercompany loans and advances under Section 6.04(m)(i), $500,000 in any fiscal year of Holdings and (B) no Event of Default has occurred and is continuing and no Default would result after giving effect to any such Restricted Payment;

     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing Agreement, in accordance with Section 6.07(e), in each case when and as due;

     (iv) Holdings’ paying, so long as all proceeds thereof are in fact promptly used by Holdings to pay scheduled semi-annual interest on the Qualified Senior Notes;

     (v) Holdings’ making, so long as all proceeds thereof are in fact promptly used by Holdings to make, Restricted Payments with respect to Convertible Preferred Stock elected to be made by Holdings in cash for the current quarter dividend period (commencing with the first such quarterly dividend period ending February 24, 2004);

     (vi) Holdings’ paying, so long as all proceeds thereof are in fact promptly used by Holdings to pay, the Induced Conversion Payments as long as (A) such Restricted Payments in the aggregate shall not exceed, together with the

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intercompany loans and advances under Section 6.04(m)(v), $23.0 million in the aggregate and (B) no Event of Default has occurred and is continuing or would result after giving effect to any such Restricted Payment;

     (e) to the extent any payment under any Intercompany Agreement constitutes a Restricted Payment, Borrower, Holdings or other Guarantor, as applicable, party to such Intercompany Agreement may make such Restricted Payment;

     (f) Borrower may make cash Restricted Payments to Intermediate Holdings other than those described in clause (d) above, provided, that Intermediate Holdings uses the proceeds of such Restricted Payments to make Restricted Payments in the same amount to Holdings as long as (A) the aggregate amount of such Restricted Payments received by Holdings does not exceed $10.0 million in any fiscal year of Holdings and (B) Borrower delivers written notice thereof to Administrative Agent and Collateral Agent prior to making each such Restricted Payment.

     SECTION 6.07 Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among Borrower and its Wholly Owned Subsidiaries), other than in the ordinary course of business and on terms and conditions substantially as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that:

     (a) Restricted Payments may be made to the extent provided in Section 6.06;

     (b) loans may be made and other transactions may be entered into between and among any Company and its Affiliates to the extent permitted by Sections 6.01 and 6.04;

     (c) customary fees may be paid to non-officer directors of Holdings and customary indemnities may be provided to all directors of Holdings;

     (d) Borrower may pay management fees to Holdings from time to time in an amount not in excess of Holdings’ compensation expenses for its employees;

     (e) Borrower or any Subsidiary may make payments to Holdings pursuant to a Tax Sharing Agreement in an amount not in excess of the federal and state (in such states that permit consolidated or combined tax returns) income tax liability that Borrower and the Subsidiaries would have been liable for if any of the Companies had filed their taxes on a stand-alone basis; provided, that such payments shall be made by Holdings no earlier than five days prior to the date on which Holdings is required to make its payments to the Internal Revenue Service, as applicable;

     (f) Borrower, Holdings and other Guarantors party to the Intercompany Agreement may make payments under the Intercompany Agreements; and

     (g) the Transactions may be effected.

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SECTION 6.08 Financial Covenants.

     (a) Minimum Fixed Charge Coverage Ratio. If daily Excess Availability for five or more days (whether consecutive or non-consecutive) during any fiscal quarter is less than $50.0 million (such occurrence, a “triggering event”), thereafter (and until such time as average daily Excess Availability is in excess of $50.0 million for a period of three (3) consecutive fiscal months following such fiscal quarter), permit the Consolidated Fixed Charge Coverage Ratio, determined as of the end of each of the Borrower’s fiscal quarters (commencing with the end of the fiscal quarter within which such triggering event occurred) for the Test Period then ended, to be less than 1:00 to 1.0.

     (b) [Intentionally Omitted.]

     (c) [Intentionally Omitted.]

     SECTION 6.09 Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other Agreements, etc. (i) Amend or modify, or permit the amendment or modification of, any provision of existing Indebtedness or of any agreement (including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to Indebtedness which do not in any way materially adversely affect the interests of the Lenders and are otherwise permitted under Section 6.01(b); (ii) except as required by Sections 4.08 and 4.11(e) of the Qualified Senior Note Indenture, make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any indebtedness outstanding under the Qualified Senior Notes; (iii) amend or modify, or permit the amendment or modification of, any provision of any Qualified Senior Notes or any agreement (including any Qualified Senior Note Document) relating thereto other than amendments or modifications which do not in any way materially adversely affect the interests of the Lenders and which are effected to make technical corrections to the respective documentation; (iv) amend or modify, or permit the amendment or modification of, any other Transaction Document, in each case except for amendments or modifications which are not in any way adverse in any material respect to the interests of the Lenders; or (v) amend, modify or change its articles of incorporation or other constitutive documents (including by the filing or modification of any certificate of designation) or by-laws, or any agreement entered into by it, with respect to its capital stock (including any shareholders’ agreement), or enter into any new agreement with respect to its capital stock, other than any amendments, modifications, agreements or changes pursuant to this clause (v) or any such new agreements pursuant to this clause (v) which do not in any way materially adversely affect in any material respect the interests of the Lenders; and provided, that Holdings may issue such capital stock as is not prohibited by Section 6.11 or any other provision of this Agreement and may amend articles of incorporation or other constitutive documents to authorize any such capital stock.

     SECTION 6.10 Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its

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profits owned by Borrower or any other Subsidiary, or pay any Indebtedness owed to Borrower or any other Subsidiary (except such restrictions as are approved in writing and in advance by the Administrative Agent), (b) make loans or advances to Borrower or any of Borrower’s other Subsidiaries or (c) transfer any of its properties to Borrower or any of Borrower’s other Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law; (ii) this Agreement and the other Loan Documents; (iii) the Qualified Senior Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or any other Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by Borrower or any other Subsidiary in the ordinary course of business; (vi) any holder of a Lien permitted by Section 6.02 may restrict the transfer of the asset or assets subject thereto; (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement, the Prior Credit Agreement or the Original Credit Agreement; (viii) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 6.05 pending the consummation of such sale; (ix) any agreement in effect at the time such Subsidiary is a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary; or (x) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity.

     SECTION 6.11 Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue after the Original Closing Date any Equity Interest that is not Qualified Capital Stock.

     (b) Neither Intermediate Holdings nor Borrower will, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to Borrower or the Subsidiary which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by Section 5.12 or the Security Agreements and Foreign Pledge Agreements, be delivered to the Collateral Agent for pledge pursuant to the Security Agreements and Foreign Pledge Agreements.

     SECTION 6.12 Limitation on Creation of Subsidiaries. Establish or create any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that Holdings or any of its direct or indirect Wholly-Owned Subsidiaries (including any of its direct or indirect Wholly-Owned Foreign Subsidiaries) may establish or create one or more direct Wholly Owned Subsidiaries of such Person without such consent , in each case subject to compliance with the applicable provisions of Section 5.11 and Section 5.12; provided, further that (i) any Subsidiary formed by a Canadian Subsidiary will also be a Canadian Subsidiary, (ii)

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any Subsidiary formed by a Foreign Subsidiary will also be a Foreign Subsidiary) and (iii) any Subsidiary formed by a Domestic Subsidiary (other than Intermediate Holdings or Borrower) will also be a Domestic Subsidiary.

     SECTION 6.13 Business. (a) With respect to Holdings, engage in any business activities or have any assets or liabilities, other than (i) its ownership of the Equity Interests of Borrower and other direct and indirect Subsidiaries of Holdings and its performance of administrative and managerial services on behalf of such Companies, (ii) obligations under the Transactions Documents and Indebtedness permitted to be outstanding with respect to and/or incurred by Holdings under Section 6.01, and (iii) activities and assets incidental to the foregoing clauses (i) and (ii).

     (b) With respect to Borrower and the Subsidiaries of Holdings, engage (directly or indirectly) in any business other than those businesses in which Borrower and its Subsidiaries are engaged on the Original Closing Date (or which are substantially related thereto or are reasonable extensions thereof).

     SECTION 6.14 Limitation on Accounting Changes. Make or permit, any change in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or are required by GAAP.

     SECTION 6.15 Fiscal Year. Change its fiscal year end to a date other than December 31.

     SECTION 6.16 No Negative Pledges. Directly or indirectly enter into or assume any agreement (other than this Agreement and the Qualified Senior Note Documents) prohibiting the creation or assumption of any Lien upon the properties or assets of any Company (other than a Foreign Subsidiary), whether now owned or hereafter acquired, except for Property subject to purchase money security interests, operating leases and capital leases.

     SECTION 6.17 Lease Obligations. Create, incur, assume or suffer to exist any obligations as lessee for the rental or hire of real or personal Property of any kind under leases or agreements to lease having an original term of one year or more that would cause the direct and contingent liabilities of the Borrower and its Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed $15.0 million payable in any period of 12 consecutive months.

     SECTION 6.18 Upstream Restrictions.

     Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other than a Foreign Subsidiary) to (a) pay any dividend or make any other distributions on its capital stock or any other Equity Interest (except such restrictions as are approved in writing and in advance by the Administrative Agent) or (b) make or repay any loans or advances to any parent of any Subsidiary, or (c) transfer assets from any Subsidiary to its parent other than restrictions on transfers of Equipment or Real Property that do not represent more than 5% of the consolidated assets of the Holdings and its Subsidiaries.

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     SECTION 6.19 Holdings Companies; Inactive Subsidiaries. (a) Except for the ownership interest in Real Property set forth in Schedule 6.18 (and Indebtedness evidenced by Qualified Senior Notes), (i) permit any Holding Company to engage in any trade or business other than providing administrative and managerial services on behalf of the Companies, (ii) own any assets (other than Equity Interests and Indebtedness, including intercompany Indebtedness, which were pledged to the Collateral Agent on the Original Closing Date) or (iii) incur any liability (other than Indebtedness permitted to be outstanding with respect to and/or incurred by such Holding Company under Section 6.01 in an aggregate amount that exceeds $25,000.

     (b) Cause or permit any Domestic or Canadian Inactive Subsidiary to (i) own any assets with an aggregate book value in excess of $25,000 (or, in the case of General Cable Canada, Limited, an Ontario corporation, an aggregate book value in excess of $25,000 plus the aggregate book value of its assets as of the Original Closing Date) other than Indebtedness, including intercompany Indebtedness, and Equity Interests pledged to the Collateral Agent on the Original Closing Date, (ii) incur any liability (other than Indebtedness permitted to be outstanding with respect to and/or incurred by such Subsidiary under Section 6.01) in an aggregate amount that exceeds $25,000 or (iii) engage in any trade or business.

     SECTION 6.20 Material Agreements. No Company shall, without the prior written consent of the Administrative Agent, in their reasonable collective credit judgments, change or amend the terms of any Intercompany Agreement; and there shall not have occurred the termination of, or the receipt by any Loan Party of notice of the termination of, or the occurrence of any event or condition which would, with the passage of time or the giving of notice or both, constitute an event of default under or permit the termination of, any one or more of the Intercompany Agreements, which occurrence, unless otherwise determined by the Administrative Agent in its reasonable judgment, shall constitute an Event of Default hereunder.

ARTICLE VII.

GUARANTEE

     SECTION 7.01 The Guarantee. The Guarantors (other than General Cable Canada, which has on the Original Closing Date executed and delivered the Canadian Guaranty) hereby jointly and severally affirm, acknowledge and ratify the Guarantees under the Original Credit Agreement and the Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document (including, without limitation, any Specified Hedging Agreement), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the

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Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

     SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under Section 7.01 and under Section 7.01 of the Original Credit Agreement and the Prior Credit Agreement shall constitute a guaranty of payment and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

     (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party;

     (b) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by Administrative Agent and Lenders with respect to any of the provisions thereof;

     (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Administrative Agent and Lenders in respect thereof (including the release of any such security);

     (d) the insolvency of Borrower or any other Guarantor;

     (e) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

     (f) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

     (g) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

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     (h) any lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected;

     (i) the release of Borrower or any other Guarantor; or

     (j) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than indefeasible payment in full in cash of all Obligations and the termination of all Commitments).

     The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Loan Party thereof exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

     SECTION 7.03 Reinstatement. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly and severally agree that they will indemnify each Secured Party on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law, other than any costs or expenses resulting from the bad faith or willful misconduct of such Secured Party.

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     SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any Indebtedness of Borrower or any other Guarantor now or hereafter owing to any Guarantor or Borrower by reason of any payment by such Guarantor under the Guarantee in this Article VII is hereby subordinated to the prior indefeasible payment in full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the Guarantors now or hereafter held by any Guarantor is hereby subordinated in right of payment in full in cash to the Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of Borrower to such Guarantor until the Obligations shall have been indefeasibly paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor shall prior to the indefeasible payment in full in cash of the Guaranteed Obligations collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner the liability of such Guarantor under the other provisions of the guaranty contained herein.

     SECTION 7.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Article XI (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article XI) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

     SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article VII and under Article VII of the Original Credit Agreement and the Prior Credit Agreement constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

     SECTION 7.07 Continuing Guarantee. The guarantee in this Article VII and under Article VII of the Original Credit Agreement and the Prior Credit Agreement is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

     SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 and under Section 7.01 of the Original Credit

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Agreement and the Prior Credit Agreement would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01 and under Section 7.01 of the Original Credit Agreement and the Prior Credit Agreement, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

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ARTICLE VIII.

EVENTS OF DEFAULT

     In case of the happening of any of the following events (“Events of Default”):

     (a) default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

     (b) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

     (c) any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; it being recognized by Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by said projections may differ from the projected results;

     (d) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02, 5.03, 5.08, 5.16 or in Article VI;

     (e) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.01 or 5.15 and such default shall continue unremedied or shall not be waived for a period of 5 days;

     (f) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b), (d) or (e) above) and such default shall continue unremedied or shall not be waived for a period of 20 days after written notice thereof from the Administrative Agent or any Lender to Borrower;

     (g) any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in clauses (i) and (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; provided, that it shall not

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constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $100,000 at any one time;

     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Domestic or Canadian Company (other than any Domestic or Canadian Company which is an Inactive Company and with respect to which the book value of its tangible assets does not exceed the Dollar Equivalent of $3.0 million) or any Foreign Company with respect to which the book value of its tangible assets exceeds the Dollar Equivalent of $3.0 million, or of a substantial part of the Property or assets of any Company, under Title 11 of the United States Code, as now constituted or hereafter amended, BIA, CCAA or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any such Company or for a substantial part of the Property or assets of any such Company; or (iii) the winding-up or liquidation of any such Company; and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (i) any Domestic or Canadian Company or any Foreign Company with respect to which the book value of its tangible assets exceeds the Dollar Equivalent of $3.0 million shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any such Company or for a substantial part of the Property or assets of any such Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable (after taking into account all rights of contribution), admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate;

     (j) one or more judgments for the payment of money in an aggregate amount in excess of $1.0 million shall be rendered against any Company or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any Company to enforce any such judgment;

     (k) an ERISA Event or noncompliance with respect to Foreign Plans shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other such ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to result in liability of any Domestic or Canadian Company and its ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of a Lien on any assets of a Company;

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     (l) any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the Collateral Agent, or shall be asserted by Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

     (m) the Guarantees shall cease to be in full force and effect, unless in connection with the sale, merger or dissolution of a Guarantor to the extent permitted under Section 6.05 hereof;

     (n) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other Person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny that it has any liability or obligation for the payment of principal or interest or other obligations purported to be created under any Loan Document;

     (o) there shall have occurred a Change in Control;

     (p) any Loan Party shall be prohibited or otherwise restrained from conducting the business theretofore conducted by it in any manner that has or could reasonably be expected to result in a Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any court or Governmental Authority of competent jurisdiction; or

     (q) the indictment by any Governmental Authority of any Loan Party as to which any Loan Party or Administrative Agent receives notice as to which there is a reasonable possibility of an adverse determination, in the good faith determination of Administrative Agent, under any criminal statute, or commencement of criminal or civil proceedings against any Loan Party pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $1.0 million or (ii) any other Property of any Loan Party which is necessary or material to the conduct of its business;

then, and in every such event (other than an event with respect to Holdings or Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent or the Collateral Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of Borrower accrued hereunder and under any other Loan

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Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to Holdings or Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE IX.

COLLATERAL MATTERS; CASH COLLATERAL ACCOUNTS; APPLICATION OF COLLATERAL PROCEEDS

     SECTION 9.01 Accounts and Account Collections.

     (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances.

     (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agent or schedule thereof delivered to Collateral Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agent pursuant to the terms of this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Agent and promptly reflected in the reporting of the Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms.

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     (c) Collateral Agent shall have the right at any time or times, in Collateral Agent’s name or in the name of a nominee of Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, Borrower hereby agrees to provide Collateral Agent upon request the name and address of each Account Debtor of Borrower or any Borrowing Base Guarantor.

     (d) Borrower shall establish and maintain, at its sole expense, and shall cause each Guarantor to establish and maintain, at its sole expense blocked accounts or lockboxes and related deposit accounts (collectively, the “Blocked Accounts”), as Collateral Agent may specify, with such banks as are acceptable to Collateral Agent into which Borrower and Guarantors shall promptly deposit and direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (other than proceeds of a Casualty Event or Asset Sales that do not require a permanent repayment under Loan Documents) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties. Borrower and Guarantors shall deliver, or cause to be delivered, to Collateral Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account for the benefit of Borrower or any Guarantor is maintained, and by each bank where any other deposit account is from time to time maintained. Borrower shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as Collateral Agent may require in connection with such Blocked Accounts and such Deposit Account Control Agreements. Except as permitted by Section 9.01(e)(iii), Borrower and Guarantors shall not establish any deposit accounts after the Original Closing Date, unless Borrower or Guarantor (as applicable) have complied in full with the provisions of this Section 9.01 with respect to such deposit accounts. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Collateral Agent or any Lender, whether in respect of the Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Collateral Agent and Lenders to the extent of the then outstanding Obligations.

     (e) The Borrower and each Guarantor shall maintain a cash management system which is acceptable to the Administrative Agent (the “Cash Management System”). The Cash Management System shall contain, among other things, the following:

          (i) With respect to the Blocked Accounts of Borrower and each Guarantor, the applicable bank maintaining such Blocked Accounts shall agree, from and after the receipt of a notice (on “Activation Notice”) from the Collateral Agent (which Activation Notice (notwithstanding anything to the contrary in any agreement with such applicable bank) may be given, and at the request of the Required Lenders, shall be given, by Collateral Agent at any time following the occurrence and during the continuance of an Event of Default or at any time after daily Excess Availability for ten or more days (whether consecutive or non-consecutive) during any fiscal quarter is less than $50.0 million (and until such time as average daily Excess Availability is in excess of $50.0 million for a period of three (3) consecutive months following such fiscal quarter)), to forward daily all amounts in each Blocked Account to one Blocked Account designated as concentration account in the name of Borrower (the “Concentration

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Account”) at the bank that shall be designated as the Concentration Account bank for Borrower (the “Concentration Account Bank”), which, on the Original Closing Date, shall be account #4005296793 maintained by PNC Bank, National Association. The Concentration Account Bank shall agree, pursuant to the applicable Deposit Account Control Agreement, to forward daily all amounts in the Concentration Account to the account designated as collection account (the “Collection Account”) which shall be under the exclusive dominion and control of the Collateral Agent;

          (ii) [Intentionally Omitted.];

          (iii) Borrower may maintain, in its name, an account or accounts at a bank reasonably acceptable to Administrative Agent, into which Administrative Agent shall, from time to time, deposit proceeds of Revolving Loans and Swingline Loans made to Borrower hereunder and which bank shall agree, pursuant to Deposit Account Control Agreement relative to such disbursement account, from and after the receipt of a notice from the Collateral Agent (which notice may be given by Collateral Agent at any time an Event of Default occurs and is continuing) to forward all amounts in each Blocked Account to the applicable Collection Account. Any provision of this Section 9.01 to the contrary notwithstanding, (A) Loan Parties may maintain payroll accounts and trust accounts that are not a part of the Cash Management Systems provided that no Loan Party shall accumulate or maintain cash in such accounts and the disbursement account(s) described in the preceding sentence as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements and (B) Loan Parties may maintain local cash accounts that are not a part of the Cash Management Systems which individually do not at any time contain funds in excess of $100,000 and, together with all other such local cash accounts, do not exceed $1.0 million.

     (f) The Administrative Agent shall apply all funds received in the Collection Account on a daily basis to the repayment (by transferring same to the account of or pursuant to direction of Administrative Agent) of (i) first, Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable; (ii) second, to interest then due and payable on all Loans, (iii) third, Overadvances, (iv) fourth, the Swingline Loans, (v) fifth, ABR Revolving Loans, (vi) sixth, Eurodollar Revolving Loans, together with all accrued and unpaid interest thereon (excluding Eurodollar Revolving Loans (A) with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period and (B) which Borrower elects to continue pursuant to Section 2.08(b)), and (vii) last, other amounts which are due, in each case without a reduction in the Commitments; all further funds received in any of the Collection Account shall, unless an Event of Default has occurred and is continuing, be transferred or applied by the Collateral Agent in accordance with the directions of Borrower or the respective other Loan Party. If an Event of Default has occurred and is continuing, the Administrative Agent shall not transfer or apply any such funds from the Collection Account in accordance with such directions unless the Administrative Agent determine to release such funds to Borrower. Absent any such determination by the Administrative Agent, all such funds in the Collection Account shall be transferred to the Cash Collateral Account to be applied to the Eurodollar Revolving Loans on the last day of the relevant Interest Period of such Eurodollar Revolving Loan or to the Obligations as they come due (whether at stated maturity, by acceleration or otherwise). If consented to by the

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Administrative Agent, the Collateral Agent and the Required Lenders, such funds in the Cash Collateral Account may be released to Borrower.

     (g) Borrower and its directors, employees, agents and other Affiliates and Borrowing Base Guarantors shall, acting as trustee for Collateral Agent, receive, as the property of Collateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts, Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Collateral Agent. In no event shall the same be commingled with Borrower’s own funds. Borrower agrees to reimburse Collateral Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or Person involved in the transfer of funds to or from the Blocked Accounts arising out of Collateral Agent’s payments to or indemnification of such bank or Person.

     SECTION 9.02 Inventory; Field Audits and Appraisals. With respect to the Inventory: (a) Borrower and Borrowing Base Guarantors shall at all times maintain records of Inventory reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost therefor and daily withdrawals therefrom and additions thereto; (b) any of the Administrative Agent’s and Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative Agent, Collateral Agent or Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties, and Borrower shall cooperate fully with the Administrative Agent and Collateral Agent in an effort to facilitate and promptly conclude any such verification process; (c) the Loan Parties shall cooperate fully with the Collateral Agent and its agents during all Collateral field audits and Inventory Appraisals which shall be at the expense of Borrower and which shall be conducted no more frequently than twice per year in the case of Collateral field audits and once per year in the case of Inventory Appraisals, or, following the occurrence and during the continuation of an Event of Default, more frequently at Collateral Agent’s request; (d) neither Borrower nor any Borrowing Base Guarantor shall sell Inventory to any customer on approval, or any other basis which entitles the customer to return (except for the right of customers for Inventory which is defective or non-conforming) or may obligate any Loan Party to repurchase such Inventory; and (e) Borrower Borrowing Base Guarantor shall keep the Inventory in good and marketable condition.

     SECTION 9.03 Equipment, Real Property and Appraisals.

     With respect to the Equipment and owned Real Property: (a) upon the Collateral Agent’s request, Borrower shall, at its expense, no more than one (1) time in any twelve (12) month period commencing with the Original Closing Date, but at any time or times as the Collateral Agent may request following the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to the Collateral Agent written appraisals as to the Equipment and/or the owned Real Property by an independent appraiser designated by the Collateral Agent and reasonably acceptable to Borrower, (b) Borrower and each Borrowing Base Guarantor shall

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notify Collateral Agent promptly of any event or circumstance which, to any Loan Party’s knowledge, would result in any Equipment no longer constituting an Eligible Equipment and (c) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of any event or circumstance which, to any Loan Party’s knowledge, would result in any Real Property no longer constituting an Eligible Real Property.

     SECTION 9.04 Cash Collateral Account.

     (a) The Collateral Agent is hereby authorized to establish and maintain at its office at 222 North LaSalle Street, 16th Floor, Chicago, Illinois 60601, in the name of the Collateral Agent and pursuant to a dominion and control Agreement, one or more restricted deposit account designated as a “Cash Collateral Account” bearing the name of the owners of the funds contained therein (e.g., General Cable Industries Inc. – Cash Collateral Account). Each Loan Party shall deposit into its respective Cash Collateral Account from time to time the cash collateral required to be deposited under Section 2.18(j) or Section 9.01(f) hereof.

     (b) The balance from time to time in such Cash Collateral Accounts shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. Notwithstanding any other provision hereof to the contrary, all amounts held in the Cash Collateral Accounts shall constitute collateral security (i) first for the liabilities in respect of Letters of Credit outstanding from time to time and second for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full, and (ii) if held in Cash Collateral Account pursuant to Section 9.01(f), then for the Obligations as provided therein.

     SECTION 9.05 Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows (with, in the case of proceeds from a Borrowing Base Guarantor, a corresponding reduction in the Borrowing Base Guarantor Intercompany Loan Account):

     (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

     (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

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     (c) Third, without duplication of amounts applied pursuant to paragraphs (a) and (b) above, to the indefeasible payment in full in cash, of each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations, equally and ratably in accordance with each Lender’s Default Allocation Percentage of such amounts; and

     (d) Fourth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns).

     In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.02, the Loan Parties shall remain liable for any deficiency.

ARTICLE X.

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     SECTION 10.01 Appointment. (a) Each Lender hereby irrevocably designates and appoints Merrill as the Administrative Agent under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes Merrill, in its capacity as the Administrative Agent, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

     (b) Each Secured Party hereby irrevocably designates and appoints Merrill as the Collateral Agent under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes Merrill its capacity as the Collateral Agent, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided herein, Collateral Agent shall hold all Collateral and all payments of principal, interest, fees, charges and expenses received pursuant to this Agreement or any of the Loan Documents for the benefit of Secured Parties and shall enforce the rights in the Collateral on behalf of the Secured Parties. Without limiting any of the foregoing, for the purposes of holding any security granted by any Loan Party pursuant to the laws of the Province of Quebec, the Collateral Agent shall be the holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of the bond(s) issued by any Loan Party in favor of the Collateral Agent (the “Bond”). Each of the Secured Parties hereby confirms and ratifies the appointment of the Collateral Agent pursuant to the Prior Credit Agreement to act as the Person holding an irrevocable power of attorney (fondè de pouvoir) pursuant to article 2692 of the Civil Code of Quebec in order to hold security granted by a Loan Party in the Province of Quebec to secure a Bond. By executing an Assignment and Acceptance, each future Secured Party shall be deemed to ratify the constitution of the Collateral Agent as the holder of the irrevocable power of attorney (fondè de pouvoir) granted herein. Each party hereto agrees that, notwithstanding Section 32 of an Act respecting the Special Powers of

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Legal Persons (Quebec), Collateral Agent may, as the Person holding the power of attorney of the Secured Parties, acquire and/or be holder of the Bond.

     (c) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and other Loan Documents for the benefit of Secured Parties. The Collateral Agent is hereby authorized on behalf of all Secured Parties, without the necessity of any notice to or further consent from any Secured Party to take any action with respect to any Collateral or the Security Documents or the other Loan Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents and the other Loan Documents. Each Secured Party agrees that it shall have recourse under or by virtue of the Security Documents to the Collateral only through the Collateral Agent, that it shall have no independent recourse to the Liens created by the Security Documents and that it shall refrain from exercising any rights or remedies under the Security Documents which have or may have arisen or which may arise as a result of an Event of Default or an acceleration of the maturities of the Obligations, except that, any Secured Party (i) may give directions to the Collateral Agent as one of the Required Lenders, and (ii) may, to the extent permitted by law or under any Loan Document, set off any amount of any balances held by it for the account of any Company or any other property held or owing by it to or for the credit or for the account of any Company provided, however, that to the extent the amount so set off is to be applied to any of the Obligations held by such Secured Party, such amount shall be delivered by such Secured Party to the Collateral Agent for application pursuant to this Agreement.

     (d) Notwithstanding paragraph (c) above, each Lender shall have the right, with prior notice to Administrative Agent and the Collateral Agent, but without the approval or consent of Administrative Agent, the Collateral Agent or the other Lenders, with respect to any Specified Hedging Agreement of such Lender, (i) to declare an event of default, termination event or other similar event thereunder and to create an early termination date, (ii) to determine net termination amounts in accordance with the terms of such Specified Hedging Agreement and to set-off amounts between Specified Hedging Agreement, and (iii) in the absence of acceleration of all the Obligations under Article VIII, to prosecute any legal action against the applicable Company to enforce net amounts owing to such Lender under the Specified Hedging Agreement.

     (e) The Administrative Agent and the Collateral Agent may perform any of their duties hereunder by or through its agents or employees and each may, from time to time, agree to reallocate or temporarily assign its rights and responsibilities hereunder to the other.

     SECTION 10.02 Administrative Agent and Collateral Agent in Their Individual Capacity. The Person serving as the Administrative Agent and Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and Collateral Agent, as applicable, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder or Collateral Agent, as applicable.

     SECTION 10.03 Exculpatory Provisions. Neither the Administrative Agent nor the Collateral Agent shall have any duties or obligations except those expressly set forth in the Loan

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Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent and the Collateral Agent, shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (except for the Collateral Agent in its capacity as trustee for the Secured Parties in respect of the Collateral which is the subject of Security Documents governed by English law), (b) the Administrative Agent the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent and the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or Collateral Agent , as applicable, or any of its respective Affiliates in any capacity. The Administrative Agent and Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in this Agreement) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent and Collateral Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent and Collateral Agent by Borrower or a Lender, and the Administrative Agent and Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or Collateral Agent, as applicable.

     SECTION 10.04 Reliance by the Administrative Agent and the Collateral Agent. The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent or the Collateral Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     SECTION 10.05 Delegation of Duties. The Administrative Agent and Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent or Collateral Agent, as applicable. The Administrative Agent and Collateral Agent and any such respective sub-agent may perform any

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and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of each Administrative Agent and Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities of Administrative Agent and Collateral Agent.

     SECTION 10.06 Successor Administrative Agent and/or Collateral Agent. The Administrative Agent and/or Collateral Agent may resign as such at any time upon at least 20 days’ prior notice to the Lenders, the Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent and/or Collateral Agent, as applicable, gives notice of its resignation, then the retiring Administrative Agent and/or Collateral Agent, as applicable may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent and/or Collateral Agent, as applicable, which successor shall be a commercial banking institution organized under the laws of the United States (or any state thereof) or a United States branch or agency of a commercial banking institution, and having combined capital and surplus of at least $250.0 million; provided, however, that if such retiring Administrative Agent and/or Collateral Agent, as applicable is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s and/or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent and/or Collateral Agent, as applicable hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as applicable.

     Upon the acceptance of its appointment as Administrative Agent and/or Collateral Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and/or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the Administrative Agent’s and/or Collateral Agent’s resignation hereunder, the provisions of this Article X and Section 11.03 shall continue in effect for the benefit of such retiring Administrative Agent and/or Collateral Agent, as applicable, its respective sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and/or Collateral Agent, as applicable.

     SECTION 10.07 Non-Reliance on the Administrative Agent, the Collateral Agent or Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this

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Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

     SECTION 10.08 No Other Administrative Agent or Collateral Agent. The Lenders identified in this Agreement, the Syndication Agent and the Documentation Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders. Without limiting the foregoing, neither the Syndication Agent nor the Documentation Agent shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Syndication Agent and the Documentation Agent as it makes with respect to the Administrative Agent or Collateral Agent or any other Lender in this Article X. Notwithstanding the foregoing, the parties hereto acknowledge that the Documentation Agent and the Syndication Agent hold such titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender hereunder.

     SECTION 10.09 Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower or the Guarantors and without limiting the obligation of the Borrower or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 10.09 (or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 10.09 shall survive the payment of the Loans and all other amounts payable hereunder.

     SECTION 10.10 Overadvances. The Administrative Agent shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would cause the aggregate amount of the Revolving Exposure to exceed the Borrowing Base, without the prior consent of all Lenders, except, that, the Administrative Agent (after consultation with and consent of the Collateral Agent) may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of Lenders, intentionally and with actual knowledge that such Loans or Letters of Credit will cause (a) the total outstanding Revolving Exposure to exceed the Borrowing Base, or (b) Excess Availability to be less than $15.0 million, in each case as the Administrative Agent may deem necessary or advisable in its discretion (each an “Overadvance” and collectively the “Overadvances”),

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provided, that: (i) the total principal amount of the Overadvances to Borrower which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the Revolving Exposure equals or exceeds the Borrowing Base shall not exceed the amount equal to $20.0 million outstanding at any time less the then outstanding amount of any Special Agent Advances and shall not cause the Revolving Exposure to exceed the Revolving Commitments of all of the Lenders or the Pro Rata Percentage of the Revolving Exposure of a Lender to exceed such Lender’s Revolving Commitment, (ii) without the consent of all Lenders, (A) no Overadvance shall be outstanding for more than sixty (60) days and (B) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding and (iii) the Administrative Agent shall be entitled to recover such funds, on demand from Borrower together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Pro Rata Percentage of any such Overadvance provided, that the Administrative Agent is acting in accordance with the terms of this Section 10.10. All Overadvances shall be secured by Collateral.

     SECTION 10.11 Special Agent Advances. Administrative Agent (after consultation with and consent of the Collateral Agent) may, at its option, from time to time, at any time on or after an Event of Default and for so long as the same is continuing or upon any other failure of a condition precedent to the making of Loans hereunder, make such disbursements and advances (“Special Agent Advances”) which the Administrative Agent, in its sole discretion after such consultation with the Collateral Agent, deems necessary or desirable either (i) to preserve or protect the Collateral or any portion thereof or (ii) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to any Issuing Bank (provided, that in no event shall (i) Special Agent Advances for such purpose exceed the amount equal to $20.0 million in the aggregate outstanding at any time less the then outstanding Overadvances under Section 10.10 hereof and (ii) Special Agent Advances plus the Revolving Exposure exceed the Lenders’ Commitment at the time of such Event of Default or cause any Lender’s Revolving Exposure to exceed such Lender’s Revolving Loan Commitment at the time of such Event of Default). Special Agent Advances shall be repayable on demand and be secured by the Collateral. Special Agent Advances shall not constitute Loans but shall otherwise constitute Obligations hereunder. Administrative Agent shall notify each Lender and Borrower in writing of each such Special Agent Advance, which notice shall include a description of the purpose of such Special Agent Advance. Each Lender agrees that it shall make available to Administrative Agent, upon Administrative Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Percentage of each such Special Agent Advance. If such funds are not made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Administrative Agent’s option based on the arithmetic mean determined by Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Administrative Agent) and if such

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amounts are not paid within three (3) days of Administrative Agent’s demand, at the highest interest rate provided for in Section 2.06(a).

     SECTION 10.12 Revolving Loan Advances; Payments and Settlements; Interest and Fee Payments.

     (a) If the Administrative Agent elects to require that each Revolving Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to Borrower, the Administrative Agent shall advise each Revolving Lender by facsimile or, subject to Section 11.01(c), e-mail of the amount of such Revolving Lender’s Pro Rata Percentage of the Revolving Loan requested by Borrower no later than 1:00 p.m., New York City time, on the date of funding of such Revolving Loan, and each such Revolving Lender shall pay the Administrative Agent on such date such Revolving Lender’s Pro Rata Percentage of such requested Revolving Loan in accordance with Section 2.03. Nothing in this Section 10.12 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

     (b) On a Business Day of each week as selected from time to time by the Administrative Agent, or more frequently (including daily), if the Administrative Agent so elects (each such day being a “Settlement Date”), the Administrative Agent will advise each Revolving Lender by facsimile or, subject to Section 11.01(c), e-mail of the amount of each such Revolving Lender’s Pro Rata Percentage of the Revolving Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Revolving Lender’s actual Pro Rata Percentage of the Revolving Loan balance to such Lender’s required Pro Rata Percentage of the Revolving Loan balance as of any Settlement Date, the party from which such payment is due shall pay the Administrative Agent, without setoff or discount, to the Payment Account not later than 1:00 p.m., New York City time, on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first three (3) days following the scheduled date of settlement, and thereafter at the Alternate Base Rate plus the Applicable Margin applicable to ABR Borrowings.

     (c) On each Settlement Date, the Administrative Agent shall advise each Revolving Lender by facsimile or, subject to Section 11.01(c), e-mail of the amount of such Revolving Lender’s Pro Rata Percentage of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan, to the extent of such Revolving Lender’s credit exposure with respect thereto, and shall make payment to such Revolving Lender not later than 1:00 p.m., New York City time, on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Revolving Lender to the Administrative Agent, as the same may be modified from time to time by written notice to the Administrative Agent.

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     (d) The provisions of this Section 10.12 shall be deemed to be binding upon Administrative Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to Borrower or any other Loan Party.

ARTICLE XI.

MISCELLANEOUS

     SECTION 11.01 Notices. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy (or, to the extent provided below, by electronic communication), as follows:

     (a) if to any Loan Party, to Borrower at:

General Cable Corporation
4 Tesseneer Drive
Highland Heights, , KY 41076
Attention: Chief Financial Officer
Telecopy No.: (859) 572-8440
E-mail address:

with a copy to:

Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Attention: Matthew Siembieda, Esq.
                    Harvey I. Forman, Esq.
Telecopy No.: (215) 569-5555
E-mail address:

     (b) if to the Administrative Agent or the Collateral Agent, to it at:

Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services Inc.
222 North LaSalle Street,
16th Floor,
Chicago, Illinois 60601
Attention: Mark Gertzof
Telecopy No.: (312) 499-3127
E-mail address:

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with a copy to the Administrative Agent as set
forth in Section 11.01(b) above and, except
with respect to communications under Sections 5.01 and 5.15, to:

Latham & Watkins, LLP
233 S. Wacker Drive, Suite 5800
Chicago, IL 60606
Attention: James W. Doran
Telecopy No.: (312) 993-9767
E-mail address:

     (c) if to a Lender, to it at its address (or telecopy number) set forth on the applicable Lender Addendum or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 11.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 11.01 and failure to deliver courtesy copies of notices and other communications shall in no event affect the validity or effectiveness of such notices and other communications.

Notices and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved from time to time by the Administrative Agent, provided, that the foregoing shall not apply to notices sent directly to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices by electronic communication. The Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor, provided, that if any such notice or other communication is not sent or posted during normal business hours, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.

     SECTION 11.02 Waivers; Amendment; Releases of Collateral. (a) No failure or delay by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any

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abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 11.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

     (b) Except as provided in Section 2.20 with respect to a Commitment Increase, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall (i) increase the Dollar amount of the Commitment of any Lender without the written consent of such Lender or increase the commitments of all Lenders without the consent of each Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon or amend Annex I or the definition of “Applicable Margin” (other than to waive default interest under Section 2.06(c) to the extent a waiver of the underlying default giving rise to such default interest does not require a vote of all Lenders), or reduce or forgive any Fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Maturity Date, or postpone any prepayment or cash collateralization required under Section 2.10(b), without the written consent of each Lender affected thereby, (iv) change Section 2.14(b), (c) or Section 9.05 in a manner that would alter the pro rata sharing of payments or set-offs required thereby, without the written consent of each Lender, (v) change Section 2.02(a) or (f) or any other Section of this Agreement in a manner that would alter the pro rata allocation among the Lenders of Loan or L/C Disbursements without the written consent of each Lender, (vi) change the percentage set forth in the definition of “Required Lenders”, “Supermajority Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vii) release Holdings or any Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (viii) release all or substantially all of the Collateral from the Liens of the Security Documents (including pursuant to any Permitted Fixed Asset Exchange or Permitted Asset Sale) or alter the relative priorities of the Obligations entitled to the Liens of the

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Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the written consent of each Lender, or (ix) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class; provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, and (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders may be effected by an agreement or agreements in writing entered into by Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

     (c) If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement that requires unanimous approval of all Lenders as contemplated by Section 11.02(b) (other than clause (iii) of such Section), the consent of the Supermajority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination; provided, however, that Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to paragraph (iii) of Section 11.02(b); provided, further, that concurrently with the effectiveness of its replacement, each replaced Lender receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement as in effect immediately prior to such replacement.

     (d) Notwithstanding any other provision contained in this Agreement or any Loan Document, if a “secured creditor” (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint or joint and several basis, then the Canadian Loan Parties’ Obligations (and the Obligations of its Subsidiaries), to the extent such Obligations are secured, only shall be several obligations and not joint or joint and several obligations.

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     (e) Without the consent of the Supermajority Lenders, the Collateral Agent shall not execute any releases of the Liens created by Security Documents with respect to Collateral having an aggregate Fair Market Value in excess of $15.0 million in any fiscal year of the Borrower except for releases in connection with Permitted Fixed Asset Exchanges, Permitted Asset Sales, or the disposition of any Property by Borrower or any Borrowing Base Guarantor (or by the Collateral Agent in connection with an enforcement of such Liens), as otherwise permitted under this Agreement.

     SECTION 11.03 Expenses; Indemnity. (a) Borrower and Holdings agree, jointly and severally, to pay all reasonable out-of-pocket expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution and delivery, and administration of this Agreement and the other Loan Documents, including any Inventory Appraisal, or in connection with any amendments, modifications, enforcement costs, work-out costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the work-out enforcement or protection of its rights in connection with this Agreement (including pursuant to Section 9.02 of this Agreement) and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Latham & Watkins, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, or work-out, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

     (b) The Loan Parties agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and the Swingline Lender, each Affiliate of any of the foregoing Persons and each of their respective directors, officers, trustees, employees and agents (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges, expenses and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the Transactions, (ii) any actual or proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, under or from any Property owned, leased or operated by any Company, or any Environmental Claim related in any way to any Company; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

     (c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any

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term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

     (d) To the extent that Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 11.03, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time.

     SECTION 11.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Affiliates of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

     (b) Any Lender may assign to one or more banks, insurance companies, investment companies or funds or other institutions (other than Borrower, Holdings or any Affiliate or Subsidiary thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate, Borrower (except (i) after the occurrence and during the continuation of a Default or Event of Default or (ii) prior to the completion of the primary syndication (as determined by Arrangers) of the Commitments and the Loans by the Arrangers) and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate, any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the

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Administrative Agent) shall not be less than in the case of Revolving Commitments and Revolving Loans, $5.0 million unless each of Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided, further that any consent of Borrower otherwise required under this paragraph shall not be required if a Default or an Event of Default has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section 11.04(b), from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement (provided, that any liability of Borrower to such assignee under Section 2.12, 2.13 or 2.15 shall be limited to the amount, if any, that would have been payable thereunder by Borrower in the absence of such assignment, except to the extent any such amounts are attributable to a Change in Law occurring after the date of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 11.04.

     (c) The Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error, and Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.04 and any written consent to such assignment required by paragraph (b) of this Section 11.04, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No

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assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

     (e) Any Lender may, without the consent of Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (f) of this Section 11.04, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that such Participant agrees to be subject to Section 2.14(c) as though it were a Lender. Each Lender shall, acting for this purpose as an agent of the Borrower, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amount and terms of its participations, provided, that no Lender shall be required to disclose or share the information contained in such register with the Borrower or any other party, except as required by applicable law.

     (f) A Participant shall not be entitled to receive any greater payment under Section 2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed). A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Sections 2.15(e) and (f) as though it were a Lender.

     (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 11.04 shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other

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representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided, that the documentation governing or evidencing such collateral assignment or pledge shall provide that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this Section 11.04 concerning assignments and shall not be effective to transfer any rights under this Agreement or in any Loan, Note or other instrument evidencing its rights as a Lender under this Agreement unless the requirements of Section 11.04 concerning assignments are fully satisfied.

     SECTION 11.05 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.15 and 11.03 and Article X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

     SECTION 11.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 11.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     SECTION 11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates are hereby authorized at any time and from

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time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding trust and payroll accounts) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of Borrower against any of and all the obligations of Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

     SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

     (b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

     (c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 11.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

     SECTION 11.10 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other

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party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.10.

     SECTION 11.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     SECTION 11.12 Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates or its Lender Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent of Borrower or (h) to the extent such Information (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 11.12 or (ii) becomes available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than Borrower or any Subsidiary. For the purposes of this Section 11.12, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary; provided, that, in the case of information received from Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the Transactions (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulation Section

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1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Transaction, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing.

     SECTION 11.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 11.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

     SECTION 11.14 Lender Addendum. Each Lender a party to the Prior Credit Agreement on the Original Closing Date has delivered to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent. In addition, each Lender to become a party to this Agreement on the Closing Date shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

     SECTION 11.15 Dollar Equivalent Calculations. For purposes of this Agreement, all valuations or computations of monetary amounts set forth in this Agreement or the Loan Documents shall include as the context may require the Dollar Equivalent of amounts of Canadian Dollars and, in any event, valuation of assets included in the Borrowing Base which are in Canadian Dollars shall be converted to Dollar Equivalent of such amounts for the purpose of calculating the Borrowing Base on each date that a Borrowing Base Certificate is delivered hereunder and at such other times as designated by the Administrative Agent. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice of such recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Lenders of each such determination of the Dollar Equivalent.

     SECTION 11.16 Judgment Currency. (a) The Borrower’s obligation hereunder and under the other Loan Documents to make payments in Dollars (pursuant to such obligation, the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency

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expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against the Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the Dollar Equivalent, and in the case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

     (c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 11.16, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

     SECTION 11.17 Patriot Act. Each Lender and Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Agent, as applicable, to identify the Borrower in accordance with the Act.

ARTICLE XII.

AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT

     SECTION 12. The parties hereto agree that, on the Closing Date, but subject to clause (i) below, the following transactions shall be deemed to occur automatically, without further action by any party hereto:

     (a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement.

     (b) All Existing Obligations (including, without limitation, all Existing Eurodollar Revolving Borrowings and all Letters of Credit issued pursuant to the Original Credit Agreement or the Prior Credit Agreement) shall in all respects be continuing after the Closing Date and shall be deemed to be Obligations governed by this Agreement.

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     (c) This Agreement shall not be deemed to evidence or result in a novation or repayment of the Existing ABR Borrowings and Existing Eurodollar Revolving Borrowings and reborrowing hereunder, but the Existing Obligations under the Original Credit Agreement or the Prior Credit Agreement and the Liens securing payment and performance thereof shall in all respects be continuing as Obligations under this Agreement and as Liens securing payment and performance thereof.

     (d) All references in the Loan Documents executed in connection with the Original Credit Agreement or the Prior Credit Agreement (collectively, the “Prior Other Loan Documents”) to (i) the Original Credit Agreement or the Prior Credit Agreement or the “Credit Agreement” shall be deemed to include references to this Agreement, as amended, restated, supplemented or otherwise modified from time to time, and (ii) the “Lenders” or a “Lender”, the “Administrative Agent”, or the “Collateral Agent” shall mean such terms as defined in this Agreement (collectively, the “Prior Loan Documents”). The Prior Other Loan Documents that are not superseded by corresponding Loan Documents executed and delivered in connection with this Agreement shall remain in full force and effect.

     (e) Each Loan Party hereby acknowledges and agrees that each of the Prior Other Loan Documents to which such Loan Party is a party remains in full force and effect and hereby ratifies and reaffirms all of its respective payment and performance obligations, contingent or otherwise, under each of the Prior Other Loan Documents to which it is a party and, to the extent such Loan Party granted Liens on or security interests in any of its properties pursuant to any of the Prior Other Loan Documents as security for the Existing Obligations, such Loan Party, as the case may be, hereby ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests secure all of the Obligations under this Agreement and remain in full force and effect after giving effect to this Agreement. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Collateral Agent or any Lender under the Prior Credit Agreement or any Prior Other Loan Document, nor constitute a waiver of any provision of the Prior Credit Agreement or any Prior Other Loan Document, except as specifically set forth therein.

     (f) The agency fee as set forth in the Fee Letter shall be due and payable on each anniversary of the Original Closing Date and shall continue to accrue under the Fee Letter.

     (g) Borrower and each other Loan Party acknowledges and agrees that as of close of business on November 22, 2005, the aggregate outstanding principal balance of the Existing ABR Borrowing and the Eurodollar Revolving Borrowings (excluding accrued interest thereon and fees and expenses (including professional fees and expenses) related thereto) under the Prior Credit Agreement was $ $131,000,000 and that neither Borrower nor any other Loan Party or other Person has any defense, counterclaim or setoff with respect to the payment thereof.

     (h) Each Lender hereunder that was a party to the Prior Credit Agreement immediately prior to the Closing Date agrees that its “Commitments” (as defined in the Prior Credit Agreement) shall be replaced with the Commitments of such Lender hereunder.

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     (i) Each of the undersigned designated on the signature pages hereof as “Exiting Lender” (each an “Exiting Lender” and collectively, the “Exiting Lenders”) hereby agrees to sell and assign, without recourse, at par, to one or more Lenders hereunder, and each of such Lenders hereunder purchases and assumes, without recourse, at par, from the Exiting Lenders, effective on the Closing Date, all of such Exiting Lender’s interest set forth opposite its name on Exhibit 12 attached hereto in rights and obligations under the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement), including, without limitation, the Swingline Commitment, Revolving Commitment, Swingline Loans, Revolving Loans and participations held by such Exiting Lender in Letters of Credit (as each such term is defined in the Prior Credit Agreement) which are outstanding on the Closing Date (such interest being the “Exiting Lender Interest”). Each Lender hereunder shall pay to the Administrative Agent on November 28, 2005 (the “True-Up Date”) the amounts necessary to fund (i) its share of the purchase price owing to the Exiting Lenders described on Exhibit 12 and (ii) payments to other Lenders hereunder, such that, after giving effect to the funding of such purchase price and such payments, each Lender hereunder shall have funded its Pro Rata Percentage of the Loans held by such Lender. Each Lender hereunder hereby authorizes and directs the Administrative Agent to disburse on the same day such amounts to the Exiting Lenders and the Lenders hereunder as are necessary to effect the foregoing. Borrower shall pay on the True-Up Date all accrued but unpaid interest and fees owing under the Prior Credit Agreement prior to the True-Up Date to the Exiting Lenders, and the Exiting Lenders hereby authorize and direct Borrower to make such payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of such payment from Borrower, to disburse on the same day such amounts to the Exiting Lenders. In order to effectuate the foregoing settlement procedures, the parties hereto agree that (i) prior to the True-Up Date, interest and fees shall continue to accrue on the Existing Obligations at the rates set forth in the Prior Credit Agreement and each Lender’s and each Exiting Lender’s interest therein shall be based upon its Pro Rata Percentage (as defined in the Prior Credit Agreement) of the Existing Obligations prior to giving effect to this Agreement and (ii) Borrower shall not request any Credit Extension hereunder prior to the True-Up Date. Exiting Lenders and each party hereto hereby (A) acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, pursuant to Section 10.06 of the Prior Credit Agreement, UBS resigned as Administrative Agent under the Prior Credit Agreement and the other Loan Documents (as defined therein) and Merrill has been appointed as successor Administrative Agent pursuant to this Agreement, (B) waives any requirement that UBS provide any notice of its resignation, and (C) agrees that , notwithstanding anything to the contrary, the provisions of Article X and Section 11.03 of the Prior Credit Agreement shall continue in effect for the benefit of the UBS as a retiring Administrative Agent, its respective sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent..

[Signature Pages Follow]

159

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GENERAL CABLE INDUSTRIES, INC., as the Borrower
By:	Name:
	Title:
GENERAL CABLE COMPANY, as a Loan Party, Guarantor and Borrowing Base Guarantor
By:	Name:
	Title:
GENERAL CABLE CORPORATION, as a Loan Party, Borrowing Base Guarantor and Guarantor
By:	Name:
	Title:
GK TECHNOLOGIES, INCORPORATED, as a Loan Party, Borrowing Base Guarantor and Guarantor
By:	Name:
	Title:
GENERAL CABLE INDUSTRIES, LLC, as a Loan Party, Borrowing Base Guarantor and Guarantor
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

GENERAL CABLE TECHNOLOGIES CORPORATION, as a Loan Party, Borrowing Base Guarantor and Guarantor
By:	Name:
	Title:
GENERAL CABLE TEXAS OPERATIONS, L.P., as a Loan Party, Borrowing Base Guarantor and Guarantor
By: GENERAL CABLE INDUSTRIES, INC., its general partner
	By:
	Name:
	Title:
MARATHON MANUFACTURING HOLDINGS, INC., as a Loan Party and Guarantor
By:	Name:
	Title:
GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan Party and Guarantor
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

GENERAL CABLE MANAGEMENT LLC, as a Loan Party and Guarantor
By:	Name:
	Title:
DIVERSIFIED CONTRACTORS, INC., as a Loan Party and Guarantor
By:	Name:
	Title:
MLTC COMPANY, as a Loan Party and Guarantor
By:	Name:
	Title:
MARATHON STEEL COMPANY, as a Loan Party and Guarantor
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

GENCA CORPORATION, as a Loan Party and Guarantor
By:	Name:
	Title:
GENERAL CABLE CANADA LTD., as a Loan Party and Guarantor
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as a Lender, Swingline Lender, Administrative Agent and Collateral Agent
By:	Name:
	Title:
Payment Account:
Name of Bank: LaSalle Bank, NA City: Chicago,
Illinois ABA/Routing No: 071 000 505
Account Name: MLBFS — Corporate Finance
Account Number: 5800393182
Account Holder’s Address: 222 N LaSalle, Chicago, IL 60601
UBS AG, STAMFORD BRANCH, as Issuing Bank
By:	Name:
	Title:
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

MERRILL LYNCH BANK USA, as Issuing Bank
By:	Name:
	Title:
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

, a Lender
By:	Name:
	Title:

Signature Page to
Second Amended and Restated Credit Agreement

ANNEX I

Applicable Margin

Excess Availability	Revolving Loans
	Eurodollar			ABR
Level I: £ $50.0 million		1.75	%		0.50	%
Level II: > $50 million, but £ $100 million		1.50	%		0.25	%
Level III: > $100 million, but £ $150 million		1.375	%		0.125	%
Level IV: > $150 million, but £ $175 million		1.25	%		0.00	%
Level V: > $175 million		1.00	%		0.00	%

     For the purposes of the above pricing grid, from the Closing Date through December 31, 2005, the Applicable Margin shall be set at Level III. Changes in the Applicable Margin resulting from changes in Excess Availability shall become effective on the first day of each quarter, commencing January 1, 2006, based upon average daily Excess Availability for the immediately preceding quarter, as calculated by the Administrative Agent. Notwithstanding the foregoing, Excess Availability shall be deemed to be in Level I for purposes of determining the Applicable Margin at any time during the existence of an Event of Default.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement No. 333-129577 on Form S-4/A of our report dated March 30, 2005 relating to the consolidated financial statements and financial statement schedule of General Cable Corporation (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2004, as amended, and of our report on internal control over financial reporting dated April 28, 2005 (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses) appearing in the Annual Report on Form 10-K, as amended, of the Company for the year ended December 31, 2004 and to the reference to us under the heading “Experts” in the Conversion Offer Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio
December 1, 2005