exv10w3



 







Exhibit
10.3




[Execution]




AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT




     THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of March
31, 2006, is by and between WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), an Illinois
corporation, formerly known as Congress Financial Corporation (Central), in its capacity as agent
pursuant to the Working Capital Loan and Security Agreement (as hereinafter defined) for the
lenders who are party from time to time thereto (in such capacity, together with its successors and
assigns in such capacity, “Working Capital Agent”) and SILVER POINT FINANCE LLC, a Delaware
limited liability company, in its capacity as collateral agent pursuant to the Term Loan Agreement
(as hereinafter defined) for the lenders who are party from time to time thereto (in such capacity,
together with its successors and assigns in such capacity, the “Term Loan Agent”).



W I T N E S S E T H:




     WHEREAS, Working Capital Agent and Term Loan Agent have previously entered into and executed
the Intercreditor Agreement, dated as of October 20, 2004 (as the same now exists, the
“Intercreditor Agreement”), as acknowledged by Omega Wire, Inc. (successor by merger with Camden
Wire Co., Inc., International Wire Rome Operations, Inc. and OWI Corporation) (“Omega”), IWG
Resources, LLC (“Resources”), Wire Technologies, Inc. (“Wire Technologies”, and together with IWG
High Performance Conductors, Inc. (“High Performance”), Omega and Resources, each individually a
“Borrower” and collectively, “Borrowers”) and International Wire Group, Inc. (“Parent”, and
sometimes hereinafter referred to as “Guarantor”);



     WHEREAS, Working Capital Agent and the lenders who are party from time to time to the Working
Capital Loan and Security Agreement (collectively, “Working Capital Lenders”) have entered into
financing arrangements with Borrowers, pursuant to which Working Capital Lenders have made and
provided, and may hereafter, upon certain terms and conditions, make loans and provide other
financial accommodations to Borrowers pursuant to the Loan and Security Agreement, dated October
20, 2004, by and among Working Capital Agent, Working Capital Lenders, Borrowers and Parent, as
amended by Amendment No. 1 to Loan and Security Agreement (“Amendment No. 1”), dated of even date
herewith, by and among Working Capital Agent, Working Capital Lenders, Borrowers and Parent (and as
the same may be further amended, modified, supplemented, extended, renewed, restated or replaced,
the “Working Capital Loan and Security Agreement”);



     WHEREAS, Term Loan Agent and the lenders who are party from time to time to the Term Loan
Agreement (collectively, “Term Loan Lenders”) have entered into financing arrangements with
Borrowers (except High Performance), pursuant to which Term Loan
Lenders



 









 




have made terms loans to Borrowers pursuant to the Loan and Security Agreement, dated October 20, 2004, by and among Term Loan Agent, Term Loan Lenders, Borrowers (except High
Performance), High Performance, as a guarantor and Parent, as amended by Amendment No. 1 to Loan
and Security Agreement dated of even date herewith (and as the same may be further amended,
modified, supplemented, extended, renewed, restated or replaced, the “Term Loan Agreement”);




     WHEREAS, Borrowers desire to incur additional indebtedness owing to Working Capital Lenders
and have requested that Working Capital Lenders amend the Working Capital Loan and Security
Agreement to permit the incurrence of such indebtedness;



     WHEREAS, Working Capital Lenders are willing to agree to such request, but only on the terms
and subject to the conditions contained in Amendment No. 1;



     WHEREAS, it is a condition precedent to the effectiveness of Amendment No. 1 that Working
Capital Agent and Term Loan Agent shall have executed and delivered this Amendment;



     NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby agree as follows:



     1. Definitions. All capitalized terms used herein which are not otherwise defined herein
shall have the meaning ascribed to such term as set forth in the Intercreditor Agreement.



     2. Amendment. The definition of “Maximum W/C Debt” in Section 1.21 of the Intercreditor
Agreement is hereby amended by deleting such definition in its entirety and replacing it with the
following:




	 	 	“ “Maximum W/C Debt” shall mean the sum of: (a) aggregate outstanding principal
amount of loans and outstanding letter of credit accommodations made or issued
pursuant to the Working Capital Loan Documents up to a maximum amount equal to the
lesser of (i) $130,000,000 and (ii) the amount equal to (A) the Availability,
multiplied by (B) 110%; plus (b) the portion of the aggregate outstanding
principal amount of loans and letter of credit accommodations that are made or
issued pursuant to the Working Capital Loan and Security Agreement but that are not
made or issued intentionally or with actual knowledge that such loans and letter of
credit accommodations cause the aggregate outstanding principal amount of loans and
letter of credit accommodations to exceed the amount equal to the Availability
multiplied by 110% (but do not exceed $130,000,000) calculated at the time made or
issued; plus (c) Intentional Overadvances in a principal amount not to
exceed $5,000,000; plus (d) interest, fees, indemnities, costs and expenses
arising under the Working Capital Loan Documents; provided, that,
the term “Availability” as used in this definition shall




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	 	 	not include any obligations
or liabilities of any Borrower to any financial
institutions pursuant to any Hedge Agreements in an amount in excess of the Hedge
Reserves.”





     3. Effect of this Amendment. Except as modified pursuant hereto, no other changes or
modifications to the Intercreditor Agreement are intended or implied, and in all other respects,
the Intercreditor Agreement is hereby specifically ratified, restated and confirmed by the parties
hereto as of the effective date hereof. To the extent of conflict between the terms of this
Amendment and the Intercreditor Agreement, the terms of this Amendment shall control. The
Intercreditor Agreement and this Amendment shall be read as one agreement.



     4. Further Assurances. The parties hereto shall execute and deliver such additional
documents and take such additional actions as may be necessary to effectuate the provisions and
purposes of this Amendment.



     5. Governing Law. The validity, construction and effect of this Amendment shall be
governed by the laws of the State of New York, but excluding any principles of conflicts of law or
other rules of law that would result in the application of the law of any jurisdiction other than
the laws of the State of New York.



     6. 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.



     7. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be an original with the same force and effect as if the signatures thereto and hereto were
upon the same instrument. Delivery of an executed counterpart of this Amendment by telecopier or
other method of electronic transmission shall have the same force and effect as delivery of an
original executed counterpart of this Amendment.



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     IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed as of the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	WORKING CAPITAL AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL FINANCE	 	 
	 	 	CORPORATION (CENTRAL), successor by	 	 
	 	 	merger to Congress Financial Corporation (Central)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry Felker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Barry Felker	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Associate	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TERM LOAN AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	SILVER POINT FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Zachary M. Zeitlin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Zachary M. Zeitlin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Authorized Signatory	 	 
	 

	 	 	 	 	 	 





 









 






ACKNOWLEDGMENT




     Each of the undersigned hereby acknowledges and agrees to the terms and provisions of the
Intercreditor Agreement as amended by Amendment No. 1 to Intercreditor Agreement.



     Without limiting the generality of the foregoing or any of the other rights and remedies of
Working Capital Agent, any Working Capital Lender, Term Loan Agent, or any Term Loan Lender, each
of the undersigned (i) acknowledges and confirms the rights of Working Capital Agent and Term Loan
Agent set forth in Section 2.14 of the Intercreditor Agreement, and (ii) agrees to make any
payments (mandatory, permissive, or otherwise) permitted or required by any Term Loan Document or
Working Capital Loan Document in accordance with Section 2.14 regardless of any contrary
provision in any Term Loan Document or Working Capital Loan Document.



     By its signature below, each of the undersigned agrees that it will, together with its
successors and assigns, be bound by the provisions hereof.



     Each of the undersigned agrees that any Agent or Lender holding or controlling Collateral does
so as bailee (under the UCC) for the other Agents or Lenders that have a Lien on such Collateral
and is hereby authorized to and may turn over to such other Agents or Lenders upon request therefor
any such Collateral, after all obligations and indebtedness of the undersigned to the bailee Agent
or Lender have been fully paid and performed.



     Each of the undersigned acknowledges and agrees that: (i) it is not a party to the
Intercreditor Agreement and does not and will not receive any right, benefit, priority or interest
under or because of the existence of the foregoing Intercreditor Agreement (except for consents
which are deemed to have been given by Term Loan Agent and Term Loan Lenders under Section
2.9), and (ii) it will execute and deliver such additional documents and take such additional
action as may be necessary or desirable in the reasonable opinion of any of the Agents or Lenders
to effectuate the provisions and purposes of the foregoing Intercreditor Agreement.



	 	 	 	 	 	 	 	 
	BORROWERS

 



	 	GUARANTORS

 



	 
	 
	 	 	 	 	 	 	 
	OMEGA WIRE, INC.	 	INTERNATIONAL WIRE GROUP, INC.	 
	WIRE TECHNOLOGIES, INC.	 	IWG HIGH PERFORMANCE	 
	IWG RESOURCES, LLC	 	CONDUCTORS, INC.(under the Term	 
	IWG HIGH PERFORMANCE	 	Loan Agreement)	 
	CONDUCTORS, INC. (under the Working	 	 	 	 	 
	Capital Loan and Security Agreement)	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Rodney D. Kent	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:  Rodney D. Kent	 
	By:

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

	 	 
Name:  Rodney
D. Kent	 	 	 	 	 
	 

	 	Title:    Chief
Executive Officer