exv10w5



 







Exhibit 10.5




SUPPLEMENT NO. 1

TO THE COLLATERAL AGREEMENT




     SUPPLEMENT
NO. 1, dated as of March 31, 2006, to the Collateral Agreement dated as of October
20, 2004, among International Wire Group, Inc. (the “Company”) and each Subsidiary Party
listed on Schedule I attached hereto (each such subsidiary individually a “Subsidiary
Grantor” and collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, and the
Company are referred to collectively herein as the “Grantors”) and BNY Midwest Trust
Company, as Collateral Agent (in such capacity, the “Collateral Agent”), is made by and
among the Collateral Agent and New Subsidiary (as hereafter defined).



     A. Reference is made to the Indenture, dated as of October 20, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), among the Company,
the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee (the “Trustee”).



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture and the Collateral Agreement referred to therein.



     C. The Grantors have entered into the Collateral Agreement in order to induce the Trustee to
enter into the Indenture and the Holders to purchase the Notes. Section 6.14 of Collateral
Agreement provides that if pursuant to Section 4.11 and 11.03 of the Indenture the Company is
required to cause any Subsidiary that is not a Subsidiary Party to become one, upon the execution
and delivery by the Collateral Agent and such Subsidiary of an instrument in the form of this
Supplement, such Subsidiary shall become a Subsidiary Party thereunder. The undersigned Subsidiary
(the “New Subsidiary”) is executing this Supplement in accordance with the requirements of
the Indenture and the Collateral Agreement as consideration for credit previously extended to the
Company.



     Accordingly, the Collateral Agent and the New Subsidiary agree as follows:



     SECTION 1. In accordance with Section 6.14 of the Collateral Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor
and a Grantor), Grantor and Guarantor under the Collateral Agreement with the same force and effect
as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to
all the terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Party,
Grantor and Guarantor thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the
date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and
performance in full of the Collateral Obligations (as defined in the Collateral Agreement), does
hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, their successors and assigns, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral
Agreement) of the New Subsidiary. Each reference to a “Guarantor” or “Grantor” in the Collateral
Agreement shall be deemed to include the New Subsidiary. The Collateral Agreement is hereby
incorporated herein by reference.



 









 





     SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms.



     SECTION 3. This Supplement 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 Supplement shall become effective when the
Collateral Agent shall have received a counterpart of this Supplement that bears the signature of
the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an
executed signature page to this Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement.



     SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of the location of any and all Collateral of the New
Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the
New Subsidiary, its jurisdiction of formation and the location of its chief executive office.



     SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in
full force and effect.



     SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     SECTION 7. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and in the Collateral Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



     SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 6.01 of the Collateral Agreement.



     SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.



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     IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written.



	 	 	 	 	 
	 	IWG HIGH PERFORMANCE CONDUCTORS, 

INC. (f/k/a Phelps Dodge High Performance

Conductors of SC & GA, Inc.)

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



	 	 	 	 	 
	 	Legal Name: IWG High Performance Conductors, Inc.

Jurisdiction of Formation: New York

Location of Chief Executive office: New York





BNY MIDWEST TRUST COMPANY

 	 
	 	By:  	/s/
M. Callahan	 
	 	 	Name:  	M. Callahan	 
	 	 	Title:  	Vice President	 



[Signature
Page
to
Supplement
No. 1
to
the
Collateral
Assignment]