UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 2012
General Cable Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-12983 | 06-1398235 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4 Tesseneer Drive, Highland Heights, Kentucky | 41076-9753 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (859) 572-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On September 24, 2012, Alcan Products Corporation, a Texas corporation (the “Additional Guarantor”), and JPMorgan Chase Bank, N.A. (“JPMorgan”) entered into a U.S. Guarantor Joinder Agreement (the “Joinder Agreement”) to the Credit Agreement, dated as of July 21, 2011 (as amended on August 1, 2012), by and among General Cable Industries, Inc., a Delaware corporation (“U.S. Borrower”) and wholly owned subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), General Cable Company, an unlimited liability company organized under the laws of Nova Scotia and wholly owned subsidiary of the Company, as Canadian Borrower, the Company, certain other subsidiaries of the Company party thereto, as guarantors, the Lenders (as defined therein) party thereto from time to time and JPMorgan, as administrative agent for the Lenders (the “Credit Agreement”). Pursuant to the Joinder Agreement, among other things, the Additional Guarantor has been added as a guarantor of the U.S. Borrower’s obligations incurred pursuant to the Credit Agreement and the other documents entered into in connection therewith.
Also on September 25, 2012, the Company, the Additional Guarantor, the other Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the following supplemental indentures (the “Supplemental Indentures”):
| (i) | the Fourth Supplemental Indenture to the Indenture, dated as of November 15, 2006, governing the Company’s 0.875% Senior Convertible Notes due 2013, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007, by the Second Supplemental Indenture, dated as of April 18, 2008, and by the Third Supplemental Indenture, dated as of September 2, 2009 (the “0.875% Notes Indenture”); |
| (ii) | the Fourth Supplemental Indenture to the Indenture, dated as of March 21, 2007, governing the Company’s 7.125% Senior Fixed Rate Notes due 2017 and Senior Floating Rate Notes due 2015, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007, by the Second Supplemental Indenture, dated as of April 18, 2008, and by the Third Supplemental Indenture, dated as of September 2, 2009 (the “Fixed and Floating Rate Notes Indenture”); and |
| (iii) | the Fourth Supplemental Indenture to the Indenture, dated as of October 2, 2007, governing the Company’s 1.00% Senior Convertible Notes due 2012, among the Company, the Guarantors referred to therein and the Trustee, supplemented by the First Supplemental Indenture, dated as of October 31, 2007, by the Second Supplemental Indenture, dated as of April 18, 2008, and by the Third Supplemental Indenture, dated as of September 2, 2009 (the “1.00% Notes Indenture” and, together with the 0.875% Notes Indenture and the Fixed and Floating Rate Notes Indenture, the “Indentures”). |
The Supplemental Indentures supplement the Indentures to add the Additional Guarantor as a guarantor of the Company’s obligations under the Indentures and the notes issued pursuant thereto.
The foregoing summary of the terms of the Supplemental Indentures is qualified in its entirety by reference to the text of the Supplemental Indentures, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this report and incorporated herein by reference. The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the Joinder Agreement, which the Company intends to file with the Securities and Exchange Commission at a future date.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 4.1 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 1% Senior Convertible Notes due 2012. |
| 4.2 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015. |
| 4.3 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 0.875% Senior Convertible Notes due 2013 . |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL CABLE CORPORATION | ||||||||
| Date: September 25, 2012 | By: | /s/ Robert J. Siverd | ||||||
| Name: | Robert J. Siverd | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 4.1 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee Governing the governing the 1% Senior Convertible Notes due 2012. | |
| 4.2 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015. | |
| 4.3 | Fourth Supplemental Indenture, dated as of September 25, 2012, among the Company, the Additional Guarantor, the other Guarantors (as defined therein) and the Trustee governing the 0.875% Senior Convertible Notes due 2013. | |
EXHIBITS
Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE GOVERNING
1.00% SENIOR CONVERTIBLE NOTES DUE 2012
OF GENERAL CABLE CORPORATION
This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2012, among Alcan Products Corporation, a Texas corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 2, 2007, providing for the issuance of 1.00% Senior Convertible Notes due 2012 (the “Notes”); and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of April 18, 2008, pursuant to which one additional Guarantor agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of September 2, 2009, pursuant to which two additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and Indenture on terms and conditions set forth therein; and
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A, and in the Indenture including, but not limited to, Article 12 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| SIGNATURES | ||
| GENERAL CABLE CORPORATION | ||
| By: | /s/ Robert J. Siverd | |
| Name: | Robert J. Siverd | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| ALCAN PRODUCTS CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE AFRICA CABLE CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION | ||
| By: | /s/ Brian J. Robinson | |
| Name: | Brian J. Robinson | |
| Title: | Executive Vice President | |
3
| U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE | ||
| By: | /s/ Robert T. Jones | |
| Name: | Robert T. Jones | |
| Title: | Vice President | |
4
EXHIBIT A
FORM OF NOTATION OF GUARANTEE
For value received, the Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of October 2, 2007 (the “Indenture”), among General Cable Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the 1.00% Senior Convertible Notes due 2012 (the “Notes”) whether at the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, on a senior basis, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture, including the circumstances under which such obligations may be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. This Guarantee may be released in accordance with the Indenture without any further act by any Holder.
Capitalized terms used but not defined herein have the meanings given to them in the Indenture.
September 25, 2012
| ALCAN PRODUCTS CORPORATION | ||||
| By: | ||||
| Name: | Brian J. Robinson | |||
| Title: | Executive Vice President | |||
5
Exhibit 4.2
FOURTH SUPPLEMENTAL INDENTURE GOVERNING
7.125% SENIOR FIXED RATE NOTES DUE 2017
AND SENIOR FLOATING NOTES DUE 2015
OF GENERAL CABLE CORPORATION
This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2012, among Alcan Products Corporation, a Texas corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 21, 2007, providing for the issuance of 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 (collectively, the “Notes”); and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of April 18, 2008, pursuant to which one additional Guarantor agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of September 2, 2009, pursuant to which two additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (each a “Guarantee”); and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A and Exhibit B, and in the Indenture including, but not limited to, Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| SIGNATURES | ||
| GENERAL CABLE CORPORATION | ||
| By: | /s/ Robert J. Siverd | |
| Name: | Robert J. Siverd | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| ALCAN PRODUCTS CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE AFRICA CABLE CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION | ||
| By: | /s/ Brian J. Robinson | |
| Name: | Brian J. Robinson | |
| Title: | Executive Vice President | |
3
| U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE | ||
| By: | /s/ Robert T. Jones | |
| Name: | Robert T. Jones | |
| Title: | Vice President | |
4
EXHIBIT A
FORM OF GUARANTEE (FIXED RATE NOTES)
The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and, subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Fixed Rate Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Fixed Rate Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantor to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of a Fixed Rate Note to which this Guarantee is endorsed, by accepting such Fixed Rate Note, agrees to and shall be bound by such provisions.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized officer.
September 25, 2012
| ALCAN PRODUCTS CORPORATION | ||||
| By: | ||||
| Name: | Brian J. Robinson | |||
| Title: | Executive Vice President | |||
5
EXHIBIT B
FORM OF GUARANTEE (FLOATING RATE NOTES)
The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of March 21, 2007, by and among General Cable Corporation, as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Floating Rate Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Floating Rate Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantor to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of a Floating Rate Note to which this Guarantee is endorsed, by accepting such Floating Rate Note, agrees to and shall be bound by such provisions.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized officer.
September 25, 2012
| ALCAN PRODUCTS CORPORATION | ||||
| By: | ||||
| Name: | Brian J. Robinson | |||
| Title: | Executive Vice President | |||
6
Exhibit 4.3
FOURTH SUPPLEMENTAL INDENTURE GOVERNING
0.875% SENIOR CONVERTIBLE NOTES DUE 2013
OF GENERAL CABLE CORPORATION
This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2012, among Alcan Products Corporation, a Texas corporation (the “Guaranteeing Subsidiary”), a subsidiary of General Cable Corporation, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company and certain initial Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 15, 2006, providing for the issuance of 0.875% Senior Convertible Notes due 2013 (the “Notes”); and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of October 31, 2007, pursuant to which seven additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of April 18, 2008, pursuant to which one additional Guarantor agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Company and certain Guarantors have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of September 2, 2009, pursuant to which two additional Guarantors agreed to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth therein; and
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Guarantee, attached hereto as Exhibit A, and in the Indenture including, but not limited to, Article 12 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company, the Guaranteeing Subsidiary, or any other Guarantor, under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes or any Guarantee by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| SIGNATURES | ||
| GENERAL CABLE CORPORATION | ||
| By: | /s/ Robert J. Siverd | |
| Name: | Robert J. Siverd | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| ALCAN PRODUCTS CORPORATION DIVERSIFIED CONTRACTORS, INC. GC GLOBAL HOLDINGS, INC. GENCA CORPORATION GENERAL CABLE CANADA, LTD. GENERAL CABLE COMPANY GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE OVERSEAS HOLDINGS, LLC GENERAL CABLE TECHNOLOGIES CORPORATION GK TECHNOLOGIES, INCORPORATED MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY PD WIRE & CABLE SALES CORPORATION PHELPS DODGE AFRICA CABLE CORPORATION PHELPS DODGE ENFIELD CORPORATION PHELPS DODGE INTERNATIONAL CORPORATION PHELPS DODGE NATIONAL CABLES CORPORATION | ||
| By: | /s/ Brian J. Robinson | |
| Name: | Brian J. Robinson | |
| Title: | Executive Vice President | |
3
| U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE | ||
| By: | /s/ Robert T. Jones | |
| Name: | Robert T. Jones | |
| Title: | Vice President | |
4
EXHIBIT A
FORM OF NOTATION OF GUARANTEE
For value received, the Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of November 15, 2006 (the “Indenture”), among General Cable Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the 0.875% Senior Convertible Notes due 2013 (the “Notes”) whether at the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, on a senior basis, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture, including the circumstances under which such obligations may be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. This Guarantee may be released in accordance with the Indenture without any further act by any Holder.
Capitalized terms used but not defined herein have the meanings given to them in the Indenture.
September 25, 2012
| ALCAN PRODUCTS CORPORATION | ||||
| By: | ||||
| Name: | Brian J. Robinson | |||
| Title: | Executive Vice President | |||
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