exv10w1



 








Exhibit
10.1




[Execution]




AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT




     AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of March 31, 2006
by and among Omega Wire, Inc. (successor by merger with Camden Wire Co., Inc., International Wire
Rome Operations, Inc. and OWI Corporation), a Delaware corporation (“Omega”), IWG Resources, LLC, a
Nevada limited liability company (“Resources”) and Wire Technologies, Inc., an Indiana corporation
(“Wire Technologies”, and together with Omega and Resources, each individually an “Existing
Borrower” and collectively, “Existing Borrowers”), IWG High Performance Conductors, Inc. (formerly
known as Phelps Dodge High Performance Conductors of SC & GA, Inc.), a New York corporation (“New
Borrower”, and together with Existing Borrowers, collectively, “Borrowers”), International Wire
Group, Inc., a Delaware corporation (“Parent”, and sometimes hereinafter referred to as
“Guarantor”), the parties to the Loan Agreement (as hereinafter defined) as lenders (each
individually, a “Lender” and collectively, “Lenders”) and Wachovia Capital Finance Corporation
(Central), formerly known as Congress Financial Corporation (Central), an Illinois corporation, in
its capacity as agent for Lenders (in such capacity, “Agent”).



W I T N E S S E T H



     WHEREAS, Agent, Lenders, Existing Borrowers and Guarantors have entered into financing
arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and provided and
may hereafter make and provide loans and advances and other financial accommodations to Existing
Borrowers as set forth in the Loan and Security Agreement, dated October 20, 2004, by and among
Agent, Lenders, Existing Borrowers and Guarantors (as the same may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other
agreements, documents and instruments referred to therein or at any time executed and/or delivered
in connection therewith or related thereto (all of the foregoing, including the Loan Agreement, as
the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, being collectively referred to herein as the “Financing Agreements”);



     WHEREAS, Existing Borrowers and Guarantors have advised Agent and Lenders that Parent has
entered into the Stock Purchase Agreement, dated as of March 4, 2006, between Phelps Dodge
Corporation, a New York corporation (“Seller”), and Parent, as purchaser, as amended by Amendment
No. 1 to Stock Purchase Agreement dated as of March 31, 2006 (as in effect on the date hereof, the
“Stock Purchase Agreement”), pursuant to which Parent will purchase all of the outstanding capital
stock of New Borrower, which consists of 316,420 shares of common stock, par value $1.00 per share
(the “New Borrower Stock Acquisition”);



     WHEREAS, Existing Borrowers, New Borrower and Guarantors have requested that Agent and Lenders
amend the Loan Agreement, effective as of the consummation of the New Borrower Stock Acquisition,
to provide that New Borrower becomes an additional Borrower under the Loan Agreement and that Agent
and Lenders shall make loans and advances and provide other financial accommodations to New
Borrower under the terms and conditions of the Loan Agreement, as amended hereby, and in connection
therewith have requested that the Loan



 









 




Agreement be amended in order to (a) add New Borrower as an additional Borrower, subject to
the provisions set forth herein and in the Loan Agreement, (b) add the grant by New Borrower to
Agent, for itself and the benefit of Lenders, of a security interest in and lien upon the assets
and properties of New Borrower, and (c) increase the Maximum Credit from $110,000,000 to
$130,000,000 and make certain other amendments to the Loan Agreement; and




     WHEREAS, by this Amendment, Agent, Lenders, Existing Borrowers, New Borrower and Guarantors
desire and intend to evidence such amendments.



     NOW, THEREFORE, in consideration of the mutual conditions and agreements and covenants set
forth herein, and for other good and valuable consideration, the adequacy and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:



Section 1. Definitions.




          1.1 Interpretation. For purposes of this Amendment, all terms used herein, shall
have the respective meanings assigned thereto in the Loan Agreement, unless otherwise defined
herein.




          1.2 Additional Definitions. As used herein, the following terms shall have the
meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby
amended to include, in addition and not in limitation, the following definitions:




               (a) “Amendment No. 1” shall mean Amendment No. 1 to Loan and Security Agreement, dated as of
March 31, 2006, by and among Existing Borrowers, New Borrower, Guarantors, Agent and Lenders, as
the same now exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.



               (b) “Amendment No. 1 Effective Date” shall mean March 31, 2006.



               (c) “New Borrower” shall mean, IWG High Performance Conductors, Inc., a New York corporation,
together with its successors and assigns permitted hereunder.



               (d) “HPC Collateral” shall mean the assets and properties of New Borrower at any time subject
to the security interest or lien of Agent, including the assets and properties described in Section
5 of Amendment No. 1.



               (e) “New Borrower Supplemental Agreements” shall mean, collectively, the following (as the
same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (i) the Information Certificate of New Borrower referred to in Section 1.2(d) of
Amendment No. 1, (ii) Amendment No. 1 to Pledge and Security Agreement by Parent in favor of Agent,
(iii) Trademark Collateral Assignment and Security Agreement by and between New Borrower and Agent,
(iv) Patent Collateral Assignment and Security Agreement by and between New Borrower and Agent and
(v) UCC financing statement by and between New Borrower, as debtor, and Agent, as secured party.



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          1.3 Amendments to Definitions.




               (a) All references to the term “Borrower” or “Borrowers” in the Loan Agreement or any of the
other Financing Agreements shall be deemed and each such reference is hereby amended to include, in
addition and not in limitation, New Borrower.



               (b) All references to the term “Collateral” in the Loan Agreement or any of the other
Financing Agreements shall be deemed and each such reference is hereby amended to include, in
addition and not in limitation, the assets and properties of New Borrower at any time subject to
the security interest or lien of Agent, including the HPC Collateral.



               (c) The definition of “EBITDA” set forth in Section 1.38 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:




“1.38 “EBITDA” shall mean, with respect to Parent and its Subsidiaries for any
period, Consolidated Net Income of Parent and its Subsidiaries for such period plus
(a) without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (i) total income and
franchise tax expense, (ii) interest expense (including losses with respect to
interest rate Hedging Agreements), amortization or writeoff of debt discount and
debt issuance costs and commissions and discounts and other fees and charges
associated with Indebtedness, (iii) depreciation and amortization expense, (iv)
amortization or impairment of intangibles (including, but not limited to, goodwill),
(v) other noncash charges (including, but not limited to, currency losses), (vi) any
extraordinary losses in accordance with GAAP, losses from any discontinued
operations relating to the Hose Claims in aggregate amount not to exceed on a
cumulative basis $1,000,000 for Parent’s and its Subsidiaries’ 2004 fiscal year and
all subsequent fiscal years, noncash losses from discontinued operations related to
the sales of assets, and unusual noncash losses (including any such losses on sales
or impairment of assets other than inventory sold in the ordinary course of
business), (vii) costs and charges accrued during such period related to the closing
of operations at locations described on Schedule 1.38, not to exceed on a cumulative
aggregate basis $4,500,000 for Parent’s and its Subsidiaries’ 2004 fiscal year and
all subsequent fiscal years, or related to the relocation of equipment among plants,
not to exceed on a cumulative aggregate basis $400,000 for Parent’s and its
Subsidiaries’ 2004 fiscal year and all subsequent fiscal years, (viii) any
non-operational costs and charges accrued during such period related to the
restructuring contemplated by the Chapter 11 Cases (such costs and charges to
consist primarily of, but not be limited to, KERP payments, severance payments for
Hanley Partners employees, professional fees, printing fees and financing fees) in
an aggregate amount not to exceed $17,800,000 for Parent’s and its Subsidiaries’
2004 fiscal year, (ix) severance payments paid in cash during the 2005 and 2006
fiscal years to the former chief executive officer of Parent, pursuant to a written
employment agreement between Parent and such Person (as in effect on the date of
execution thereof), and (x) expenses paid in cash in connection with the sale of the
Insulated Wire Division (whether by merger, stock or asset sale or other
transactions, in one or more



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transactions) and directly related to the consummation of such sale (including, but
not limited to, severance and retention plans), provided that the aggregate amount
of the severance payments and expenses included in clauses (ix) and (x) above shall
not exceed $10,500,000, plus (b) the Applicable Percentage of Pro Forma Cost
Savings, minus (c) without duplication, (i) any extraordinary and unusual gains
(including gains on the sales of assets, other than inventory sold in the ordinary
course of business), (ii) noncash gains (including currency gains) and (iii)
interest income (including gains with respect to interest rate Hedging Agreements)
included in Consolidated Net Income.”



               (d) The definition of “Specified Sale” set forth in Section 1.146 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:




“1.146 ‘Specified Sale’ shall mean the sale, transfer, abandonment or other
disposition (whether by merger, stock or asset sale or other transaction, in one or
more transactions) of the Insulated Wire Division.”



               (e) All references to the term “Information Certificate” in the Loan Agreement or any of the
other Financing Agreements shall be deemed and each such reference is hereby amended to include, in
addition and not in limitation, the Information Certificate of New Borrower constituting Exhibit A
to this Amendment, and such Information Certificate shall be deemed to be included as part of
Exhibit B to the Loan Agreement.


Section 2. Increase in Maximum Credit. At Existing Borrowers’ and New Borrower’s request,
Lenders have agreed to increase the Maximum Credit from $110,000,000 to $130,000,000 and, in order
to effectuate such amendment, the Loan Agreement is hereby further amended as follows:




          2.1 The definition of “Maximum Credit” set forth in Section 1.93 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:





“1.93 ‘Maximum Credit’ shall mean the amount of $130,000,000.”



          2.2 The definition of “Commitment” set forth in Section 1.27 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:





“1.27 ‘Commitment’ shall mean, at any time, as to each Lender, the principal amount
set forth below such Lender’s signature on the signature pages to Amendment No. 1
designated as the Commitment or on Schedule 1 to the Assignment and Acceptance
Agreement pursuant to which such Lender became a Lender hereunder in accordance with
the provisions of Section 13.7 hereof, as the same may be adjusted from time to time
in accordance with the terms hereof; sometimes being collectively referred to herein
as ‘Commitments’.”


Section 3. Consent to New Borrower Stock Acquisition and Use of Revolving Loans. Borrowers
have advised Agent and Lenders that, in order for Parent to consummate the New Borrower Stock
Acquisition, (a) Borrowers propose to make intercompany loans, dividends or distributions to Parent
in the approximate aggregate principal amount of $50,000,000 and (b)




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Parent shall in turn utilize the proceeds of such intercompany loans, dividends or distributions to
consummate the New Borrower Stock Acquisition in accordance with the terms of the Stock Purchase
Agreement. At Existing Borrowers’ and Parent’s request, Required Lenders hereby consent to the
foregoing transactions and waive any term or provision of Sections 9.10(g)(iii) and 9.10(n)(iv)
that would otherwise prohibit such transactions. In addition, and as a one time financial
accommodation to the Existing Borrowers and Parent, Required Lenders hereby acknowledge and agree
that the New Borrower Stock Acquisition shall not constitute a Permitted Acquisition for the
purposes of Section 9.10(n) of the Loan Agreement, and the consideration paid in connection with
such New Borrower Stock Acquisition shall not be included in the Permitted Acquisition cap as set
forth in Section 9.10(n)(iii) of the Loan Agreement.



Section 4. Assumption of Obligations; Amendments to Guarantees and Financing Agreements.




          4.1 New Borrower hereby expressly (i) agrees to perform, comply with and be bound by all
terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable
to Existing Borrowers, with the same force and effect as if New Borrower had originally executed
and been an original Borrower signatory to the Loan Agreement and the other Financing Agreements,
(ii) is deemed to make as to itself and the Existing Borrowers, and is, in all respects, bound by
all representations and warranties made by Existing Borrowers to Agent and Lenders set forth in the
Loan Agreement or in any of the other Financing Agreements, (iii) agrees that Agent, for itself and
the benefit of Lenders, shall have all rights, remedies and interests, including security interests
in and liens upon the Collateral granted to Agent pursuant to Section 5 hereof, under and pursuant
to the Loan Agreement and the other Financing Agreements, with the same force and effect as Agent,
for itself and the benefit of Lenders, has with respect to Existing Borrowers and their respective
assets and properties, as if New Borrower had originally executed and had been an original Borrower
signatory, as the case may be, to the Loan Agreement and the other Financing Agreements, and (iv)
assumes and agrees to be directly liable to Agent and Lenders for all Obligations under, contained
in, or arising pursuant to the Loan Agreement or any of the other Financing Agreements to the same
extent as if New Borrower had originally executed and had been an original Borrower signatory, as
the case may be, to the Loan Agreement and the other Financing Agreements. By its signature below,
the New Borrower hereby becomes a party to the Loan Agreement.




          4.2 Each Existing Borrower, in its capacity as a Guarantor of the payment and performance of
the Obligations of the other Existing Borrowers, and Guarantor hereby agrees that the Guarantee,
dated October 20, 2004, by the Existing Borrowers and Guarantor in favor of Agent (the “Existing
Guarantee”) is hereby amended to include New Borrower as an additional guarantor party signatory
thereto, and New Borrower hereby agrees that the Existing Guarantee is hereby amended to include
New Borrower as an additional guarantor party signatory thereto. New Borrower hereby expressly (a)
assumes and agrees to be directly liable to Agent and Lenders, jointly and severally with Guarantor
and Existing Borrowers signatories thereto, for payment and performance of all Obligations (as
defined in the Existing Guarantee), (b) agrees to perform, comply with and be bound by all terms,
conditions and covenants of the Existing Guarantee with the same force and effect as if New
Borrower had originally executed and been an original party signatory to the Existing Guarantee as
a Guarantor, and (c) agrees that Agent and Lenders shall have all rights, remedies and interests
with respect to New Borrower and its property under the Existing Guarantee with the same force and
effect as if New Borrower had

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originally executed and been an original party signatory as a Guarantor to the Existing
Guarantee.



Section 5. Grant of Security Interest by New Borrower. Without limiting the provisions of
Section 4 hereof, the Loan Agreement and the other Financing Agreements, to secure payment and
performance of all Obligations, New Borrower hereby grants to Agent, for itself and the benefit of
Lenders, a continuing security interest in, a lien upon, and a right of set off against, and hereby
assigns to Agent, for itself and the benefit of Lenders, as security, all (except as provided
below) personal and real property and fixtures, and interests in property and fixtures, of New
Borrower, whether now owned or hereafter acquired or existing, and wherever located (together with
all other collateral security for the Obligations at any time granted to or held or acquired by
Agent or any Lender), including:




               (a) all Accounts;



               (b) all general intangibles, including, without limitation, all Intellectual Property and all
intercompany loans and Receivables owing by any of New Borrower’s foreign subsidiaries to New
Borrower;



               (c) all goods, including, without limitation, Inventory and Equipment;



               (d) all Real Property and fixtures;



               (e) all chattel paper, including, without limitation, all tangible and electronic chattel
paper;



               (f) all instruments, including, without limitation, all promissory notes (including, without
limitations, any notes evidencing intercompany loans and Receivables owing by any of New Borrower’s
foreign Subsidiaries to New Borrower);



               (g) all documents;



               (h) all deposit accounts;



               (i) all letters of credit, banker’s acceptances and similar instruments and including all
letter-of-credit rights;



               (j) all supporting obligations and all present and future liens, security interests, rights,
remedies, title and interest in, to and in respect of Receivables and other Collateral, including
(i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit
and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or
secured party, (iii) goods described in invoices, documents, contracts or instruments with respect
to, or otherwise representing or evidencing, Receivables or other Collateral, including returned,
repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other
persons securing the obligations of account debtors;



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               (k) all (i) investment property (including securities, whether certificated or uncertificated,
securities accounts, security entitlements, commodity contracts or commodity accounts; limited,
however, to (A) all non-voting, and only 65% of the voting, issued and outstanding shares of the
Capital Stock of each first-tier Subsidiary of New Borrower that is incorporated or formed outside
of the United States of America and (B) 65% of the issued and outstanding interests in each first
tier Subsidiary of New Borrower that is treated as a disregarded entity for U.S. federal income tax
purposes that owns directly or indirectly any Capital Stock of a “controlled foreign corporation”
(as described in Section 957 of the Code), and (ii) monies, credit balances, deposits and other
property of New Borrower now or hereafter held or received by or in transit to Agent, any Lender or
its Affiliates or at any other depository or other institution from or for the account of New
Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise;



               (l) all commercial tort claims, including, without limitation, those identified in the
Information Certificate;



               (m) to the extent not otherwise described above, all Receivables;



               (n) all Records; and



               (o) all products and proceeds of the foregoing, in any form, including insurance proceeds and
all claims against third parties for loss or damage to or destruction of or other involuntary
conversion of any kind or nature of any or all of the other Collateral.



     Notwithstanding anything to the contrary contained in this Section 5, the foregoing grant of
security interest shall not attach to or encompass, and the Collateral shall not include, any
lease, license, contract, property rights, Intellectual Property or agreement to which New Borrower
is a party or any of its rights or interest thereunder if and for so long as the grant of such
security interest shall constitute or result in (i) the abandonment, invalidation or
unenforceability of any right, title or interest of New Borrower therein or (ii) in a breach or
termination pursuant to the terms of, or a default under, any such lease, license, contract,
property rights, or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision
or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy
Code) or principles of equity), provided however that such security interest shall attached
immediately at such time as the condition causing such abandonment, invalidation or
unenforceability shall be remedied and to the extent severable, shall attach immediately to any
portion of such lease, license, contract, property rights, intellectual property or agreement that
does not result in any of the consequences specified in (i) or (ii) above (such assets and
properties being collectively referred to herein as “New Borrower Restricted Assets”);
provided, that, (a) Agent, for the benefit of itself and Lenders, shall have a
security interest in all proceeds at any time arising from New Borrower Restricted Assets and (b)
at such time as any New Borrower Restricted Asset is no long subject to the contractual or other
legal impediment to New Borrower’s grant of a security interest therein to Agent (a “ New Borrower
Non-Restricted Asset”), then the New Borrower shall be deemed to have thereupon, without further
act by New Borrower, Agent or Lenders, automatically granted a security interest to Agent in such
New



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Borrower Non-Restricted Asset and such New Borrower Non-Restricted Asset shall thereupon
constitute Collateral.



Section 6. Acknowledgment. Each Borrower and Guarantor hereby acknowledges, confirms and
agrees that on the date hereof, the security interests in and liens upon the assets and properties
of each Existing Borrower and Guarantor in favor of Agent, for itself and the benefit of Lenders,
shall continue to be, and the security interests in and liens upon the assets and properties of New
Borrower in favor of Agent, for itself and the benefit of Lenders, shall be, valid and perfected
first priority liens and security interests.




Section 7. Other Amendments. The Loan Agreement is hereby further amended as follows:




          7.1 Schedules.




               (a) The Loan Agreement is hereby amended by deleting Schedule 1.79 in its entirety and
replacing it with a new Schedule 1.79 in the form attached to this Amendment as Exhibit B.



               (b) The Loan Agreement is hereby amended by deleting Schedule 1.95 in its entirety and
replacing it with a new Schedule 1.95 in the form attached to this Amendment as Exhibit C.



          7.2 Information Certificate. Schedule 8.12 of the Information Certificate is hereby
amended by deleting Schedules 8.12 in its entirety and replacing it with a new Schedule 8.12 in the
form attached to this Amendment as Exhibit D.




          7.3 Subsidiaries. Section 8.12 of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:





“(a) Except as expressly permitted hereunder, including the rights of Borrowers
to make investments to the extent permitted by Section 9.10, no Borrower or
Guarantor has any direct or indirect Subsidiaries or is engaged in any joint
venture or partnership except as set forth in Schedule 8.12 to the Information
Certificate.




(b) Except as expressly permitted hereunder, each Borrower and Guarantor is the
record and beneficial owner of all of the issued and outstanding shares of
Capital Stock of each of the Subsidiaries listed on Schedule 8.12 to the
Information Certificate as being owned by such Borrower or Guarantor and there
are no proxies, irrevocable or otherwise, with respect to such shares and no
equity securities of any of the Subsidiaries are or may become required to be
issued by reason of any options, warrants, rights to subscribe to, calls or
commitments of any kind or nature and there are no contracts, commitments,
understandings or arrangements by which any Subsidiary is or may become bound to
issue additional shares of its Capital Stock or securities convertible into or
exchangeable for such shares (subject in each of the foregoing cases to the
rights of Borrowers and Guarantors to issue additional shares of Capital Stock
in accordance with Section 9.7(b)).



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(c) Except as expressly permitted hereunder, the issued and outstanding shares
of Capital Stock of each Borrower and Guarantor are directly and beneficially
owned and held by the persons indicated in the Information Certificate (subject
in each of the foregoing cases to the rights of Borrowers and Guarantors to
issue additional shares of Capital Stock in accordance with Section 9.7(b)), and
in each case all of such shares have been duly authorized and are fully paid and
non-assessable, free and clear of all claims, liens, pledges and encumbrances of
any kind, except as disclosed in writing to Agent prior to the date hereof or
permitted by Section 9.8.




(d) The Borrowers and Guarantors taken as a whole, are Solvent and will
continue to be Solvent after the creation of the obligations, the security
interests of Agent and the other transaction contemplated hereunder.”



          7.4 Indebtedness Covenant. Section 9.9 of the Loan Agreement is hereby amended by
adding the following clauses at the end of such Section:





“(n) to the extent it constitutes Indebtedness, any Indebtedness incurred in
connection with the price adjustment, contingency payment, the copper purchase
and the financial assurance set forth in Sections 1.4, 1.5, 1.6 and 4.10 of the
Stock Purchase Agreement.




(o) any Indebtedness incurred in connection with Section 3 of Amendment No. 1.”



          7.5 Loans, Investments, Etc. Covenant. Section 9.10 of the Loan Agreement is hereby
amended by adding the following clauses at the end of such Section:





“(q) the acquisition contemplated by the New Borrower Stock Acquisition; and




(r) any loans or investments made to Holdings in connection with the New
Borrower Stock Acquisition.”


Section 8. Representations, Warranties and Covenants. In addition to the continuing
representations, warranties and covenants heretofore or hereafter made by Borrowers and Guarantors
to Agent and Lenders pursuant to the other Financing Agreements, each Borrower (including New
Borrower) and Guarantor, jointly and severally, hereby represents, warrants and covenants with and
to Agent and Lenders as follows (which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof):




          8.1 New Borrower Stock Acquisition. Parent has consummated the New Borrower Stock
Acquisition in accordance with the terms and conditions of the Stock Purchase Agreement, as in
effect on the date of execution thereof, and Parent owns all of the issued and outstanding shares
of Capital Stock of New Borrower.




          8.2 Corporate Power and Authority. This Amendment and each other agreement or
instrument to be executed and delivered by each Borrower and Guarantor have been duly

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authorized, executed and delivered by all necessary action on the part of such Borrower or
Guarantor which is a party hereto and thereto and, if necessary, its stockholders, and is in full
force and effect as of the date hereof, as the case may be, and the agreements and obligations of
each Borrower and Guarantor contained herein and therein constitute legal, valid and binding
obligations of such Borrower or Guarantor enforceable against it in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting creditor’s rights generally and by general
principles of equity.




          8.3 Consents; Approvals. No material action of, or filing with, or consent of any
Governmental Authority (other than the filing of UCC financing statements and mortgages), and no
material approval or consent of any other party, is required to authorize, or is otherwise required
in connection with, the execution, delivery and performance of this Amendment and the transactions
contemplated hereby.




          8.4 No Event of Default. As of the date hereof, and after giving effect to the
consummation of the New Borrower Stock Acquisition and the provisions of this Amendment, no Default
or Event of Default, exists or has occurred and is continuing. All of the representations and
warranties set forth in the Loan Agreement and the other Financing Agreements, are true and correct
in all material respects on and as of the date hereof as if made on the date hereof, except to the
extent any such representation or warranty is made as of a specified date, in which case such
representation or warranty shall have been true and correct in all material respects as of such
date.




          8.5 Violation of Law. None of the transactions contemplated by this Amendment violate
or will violate any applicable material law or regulation, or do or will give rise to a default or
breach under any material agreement to which any Borrower, Guarantor or New Borrower is a party or
by which any material property of any Borrower, Guarantor or New Borrower is bound.




          8.6 Further Assurances.




               (a) Borrowers and Guarantors shall take such steps and execute and deliver, and cause to be
executed and delivered, to Agent, such additional UCC financing statements, and other and further
agreements, documents and instruments as Agent may require in order to more fully evidence, perfect
and protect Agent’s first priority security interest in the Collateral (including the Collateral of
New Borrower).



               (b) On or prior to April 25, 2006 (or such later date as Agent may agree in its reasonable
discretion), Agent shall have received, in form and substance reasonably satisfactory to Agent, a
duly executed Mortgage with respect to the Real Property located in Inman, South Carolina, for
filing with the appropriate Governmental Authority in South Carolina, duly executed by the New
Borrower, subject only to security interests, liens and the encumbrances permitted by Section 9.8
of the Loan Agreement.



               (c) On or prior to April 25, 2006 (or such later date as Agent may agree in its reasonable
discretion), Agent shall have received, in form and substance reasonably satisfactory



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to Agent, a duly executed Negative Pledge with respect to the Real Property owned by New
Borrower located in Trenton, Georgia (the “Trenton, Georgia Real Property”), for filing with the
appropriate Governmental Authority in Georgia, duly executed by the New Borrower, subject only to
security interests, liens and the encumbrances permitted by Section 9.8 of the Loan Agreement.
With respect to the “Trenton, Georgia Real Property”, Agent and Lenders agree that Agent and
Lenders will not require New Borrower to comply with the provisions of Section 9.20 of the Loan
Agreement as of the Amendment No. 1 Effective Date.




          8.7 Inclusion of Certain New Borrower Assets in Borrowing Base.




               (a) At Existing Borrowers’ and Parent’s request, Agent and Required Lenders have agreed to
include within the Borrowing Base, as of the effective date of Amendment No. 1, New Borrower’s
Accounts, Inventory and Equipment constituting Eligible Accounts, Eligible Inventory and Eligible
Equipment, respectively.



               (b) As such time as Agent determines that the Inman, South Carolina Real Property is Eligible
Real Property under Section 1.43 of the Loan Agreement, Agent and Lenders, subject to the
limitations set forth in Section 1.15 of the Loan Agreement under the definition of “Fixed Asset
Availability”, agree to include the Inman, South Carolina Real Property in Fixed Asset Availability
and in the Borrowing Base.



          8.8 Amendments to Existing Mortgages. On or prior to April 25, 2006 (or such later
date as Agent may agree in its reasonable discretion), Agent shall have received, in form and
substance reasonably satisfactory to Agent, a modification agreement with respect to each of the
Mortgages listed on Exhibit E hereto duly authorized, executed and delivered by the parties to such
Mortgages.



Section 9. Conditions Precedent. The amendments set forth herein shall be effective upon
the satisfaction of each of the following conditions precedent in a manner reasonably satisfactory
to Agent:




          9.1 Agent shall have received an original or facsimile of this Amendment, duly authorized,
executed and delivered by Borrowers and Guarantors;




          9.2 Agent shall have received, in form and substance reasonably satisfactory to Agent, each of
the New Borrower Supplemental Agreements, as duly authorized, executed and delivered by the parties
thereto;




          9.3 Agent shall have received, in form and substances reasonably satisfactory to Agent, the
Amendment Fee Letter, dated of even date herewith, by Parent and Borrowers in favor of Agent, duly
authorized, executed and delivered by Parent and Borrowers;




          9.4 Agent shall have received, in form and substance reasonably satisfactory to Agent, a true,
correct and complete copy of the Stock Purchase Agreement, duly authorized, executed and delivered
by the parties thereto, and evidence reasonably satisfactory to Agent that the New Borrower Stock
Acquisition has been consummated in accordance with the terms of the Stock Purchase Agreement, as
in effect on the date of execution thereof;




11









 








          9.5 Parent shall have delivered to Agent, in form and substance reasonably satisfactory to
Agent, an amendment to the Pledge and Security Agreement previously executed by Parent in favor of
Agent, and related Stock Powers, by Parent in favor of Agent, providing for the pledge of the
Capital Stock of New Borrower by Parent to Agent, duly authorized, executed and delivered by
Parent, together with all original stock certificates of New Borrower, duly authorized, executed
and delivered by Parent;




          9.6 Agent shall have received from New Borrower (a) a copy of the Certificate of Incorporation
for New Borrower, and all amendments thereto, certificated by the Secretary of State of its
jurisdiction of incorporation as of the most recent practicable date certifying that each of the
foregoing documents remains in full force and effect and has not been modified or amended, except
as described therein, (b) a copy of its By-Laws, certified by the Secretary of New Borrower, and
(c) a certificate from the Secretary of New Borrower dated the date hereof certifying that each of
the foregoing documents remains in full force and effect and have not been modified or amended,
except as described therein;




          9.7 Agent shall have received, in form and substance reasonably satisfactory to Agent, from
New Borrower, Secretary’s Certificates of Directors’ Resolutions, Corporate By-laws and Incumbency
evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery
and performance by New Borrower of this Amendment and the agreements, documents and instruments to
be delivered pursuant to this Amendment;




          9.8 Agent shall have received, in form and substance reasonably satisfactory to Agent, a
Secretary’s Certificate from Parent and each Borrower, with respect to, among other things,
resolutions of the Board of Directors (or the equivalent) of Parent and such Borrower evidencing
the adoption and subsistence of resolutions approving the execution, delivery and performance by
Parent and such Borrower of this Amendment and the Loan Agreement as amended by this Amendment.




          9.9 Agent shall have received good standing certificates (or its equivalent) from the
Secretary of State (or comparable official) from each jurisdiction where the nature and extent of
the business transacted by New Borrower or ownership of assets makes such qualification necessary,
except for those jurisdictions in which the failure to so qualify could not reasonably be expected
to have a Material Adverse Effect;




          9.10 Agent shall have received, in form and substance reasonably satisfactory to Agent, such
opinions of counsel to Parent and the other Borrowers with respect to the matters contemplated by
this Amendment, addressed to Agent, as Agent shall reasonably require;




          9.11 After giving effect to the amendments provided for herein, no Default or Event of Default
shall exist or have occurred;




          9.12 Agent shall have received UCC, Federal and State tax lien and judgment searches against
New Borrower in all relevant jurisdictions, as reasonably determined by Agent;




          9.13 Agent shall have received evidence of insurance and loss payee endorsements required
under the Loan Agreement and under the other Financing Agreements with respect to

12









 








Parent and the other Borrowers, in form and substance reasonably satisfactory to Agent, and
certificates of insurance policies and/or endorsements naming Agent as loss payee.




Section 10. Provisions of General Application.




          10.1 Effect of this Amendment. Except as modified pursuant hereto, no other changes
or modifications to the Financing Agreements are intended or implied, and in all other respects the
Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto
as of the date hereof. This Amendment represents the entire agreement and understanding concerning
the subject matter hereof and thereof between the parties hereto, and supersedes all other prior
agreements, understandings, negotiations and discussions, representations, warranties, commitments,
proposals, offers and contracts concerning the subject matter hereof, whether oral or written. To
the extent of a conflict between the terms of this Amendment and the other Financing Agreements,
the terms of this Amendment shall control. The Loan Agreement and this Amendment shall be read and
construed as one agreement.




          10.2 Further Assurances. The parties hereto shall execute and deliver such additional
documents and take such additional action as may be reasonably necessary or desirable to effectuate
the provisions and purposes of this Amendment.




          10.3 Governing Law. The rights and obligations hereunder of each of the parties
hereto shall be governed by and interpreted and determined in accordance with the laws of the State
of New York but excluding any principles of conflicts of law or other rule of law that would cause
the application of the law of any jurisdiction other than the laws of the State of New York.




          10.4 Binding Effect. This Amendment shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors and assigns.




          10.5 Counterparts. This Amendment may be executed in any number of counterparts, but
all of such counterparts shall together constitute but one and the same agreement. In making proof
of this Amendment, it shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. This Amendment may be executed and delivered by
telecopier or other method of electronic transmission with the same force and effect as if it were
a manually executed and delivered counterpart.




          10.6 Notices. The notice address of the Administrative Borrower Representative or any
Borrower or Guarantor set forth in Section 13.3 of the Loan Agreement is amended as of the date
hereof to be the following address:



11116 South Towne Square, Suite 101

St. Louis, MO 63123

Attention: Glenn Holler




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have caused these presents to be
duly executed as of the day and year first above written.



	 	 	 
	 

	 	BORROWERS
	 
	 	 
	 

	 	OMEGA WIRE, INC.
	 

	 	IWG RESOURCES, LLC
	 

	 	WIRE TECHNOLOGIES, INC.
	 

	 	IWG HIGH PERFORMANCE CONDUCTORS, INC.






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Rodney D. Kent	 
	 	 	Name:  	Rodney D. Kent 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 
	 

	 	GUARANTOR






	 	 	 	 	 
	 	INTERNATIONAL WIRE GROUP, INC.

 	 
	 	By:  	/s/ Rodney D. Kent	 
	 	 	Name:  	Rodney D. Kent 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



AGENT




WACHOVIA CAPITAL FINANCE

CORPORATION (CENTRAL), formerly

known as Congress Financial Corporation

(Central), as Agent




	 	 	 	 	 
	By:

	 	/s/ Barry Felker	 	 
	 	 	 	 	 
	Name:
	 	Barry Felker	 	 
	Title:
	 	Associate	 	 






LENDERS




WACHOVIA CAPITAL FINANCE

CORPORATION (CENTRAL), formerly

known as Congress Financial Corporation

(Central)




	 	 	 	 	 
	By:

	 	/s/ Barry Felker	 	 
	 	 	 	 	 
	Name:
	 	Barry Felker	 	 
	Title:
	 	Associate	 	 






Commitment: $50,000,000




[Signature Page to Amendment No. 1 to Loan and Security Agreement]




 









 






	 	 	 	 	 
	JPMORGAN CHASE BANK,
N.A.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Stephen Christ	 	 
	 

	 	 

	 	 
	Title:
	 	Account Executive	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Commitment: $40,000,000	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By:
	 	/s/ [illegible]	 	 
	 

	 	 

	 	 
	Title:
	 	Vice President	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Commitment: $40,000,000	 	 






[Signature
Page to Amendment No. 1 to Loan and Security Agreement]