exv10w4



 







Exhibit 10.4




SUPPLEMENT NO. 1 TO THE INDENTURE




     SUPPLEMENT NO. 1 (the “Supplement”) to the Indenture referred to below is dated as of
March 31, 2006, and is made by and among INTERNATIONAL WIRE GROUP, INC., a Delaware corporation
(the “Company”), IWG RESOURCES LLC, WIRE TECHNOLOGIES, INC. and OMEGA WIRE, INC. (successor
by merger with Camden Wire Co., Inc., International Wire Rome Operations, Inc. and OWI
Corporation), as guarantors (collectively, the “Guarantors”), IWG HIGH PERFORMANCE
CONDUCTORS, INC. (f/k/a Phelps Dodge High Performance Conductors of SC & GA, Inc.), a New York
corporation (the “New Guarantor”) and BNY MIDWEST TRUST COMPANY, an Illinois Trust Company,
as trustee (the “Trustee”).



     A. Reference is made to 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 Guarantors and the Trustee.



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



     C. The Guarantors have entered into the Indenture in order to induce the Trustee to enter into
the Indenture and the Holders to purchase the Notes. Section 4.11 of the Indenture
provides that additional Domestic Subsidiary that Incurs any Indebtedness shall deliver to the
Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment
of the Security Obligations as those are set forth in the Indenture and Security Documents.



     D. Pursuant to Section 9.01(4) of the Indenture, the Company, the Guarantors and the
Trustee are permitted to amend the Indenture, the Security Documents or the Securities without
notice to or consent of any Holder to add Guarantees with respect to the Securities.



     In consideration of the foregoing premises, the parties mutually agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of the Securities:



     SECTION 1. In accordance with Section 4.11 of the Indenture, the New Guarantor by its
signature below becomes a Guarantor under the Indenture with the same force and effect as if
originally named therein as a Guarantor, and the New Guarantor hereby agrees to all the terms and
provisions of the Indenture applicable to it as a Guarantor thereunder. Each reference to a
“Grantor” or a “Subsidiary Party” in the Indenture shall be deemed to include the New Guarantor.
The Indenture is hereby incorporated herein by reference.



     SECTION 2. 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
Trustee shall have received a counterpart of this Supplement that bears the signature of the
Company, Guarantors and New Guarantor and the Trustee 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 3. The New Guarantor represents and warrants to the Trustee 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 4. Except as expressly supplemented hereby, the Indenture shall remain in full force
and effect.



     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     SECTION 6. 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 Indenture 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 7. The Company shall notify the Holders in accordance with Section 9.01 of the
Indenture of the execution of this Supplement. Any failure of the Company to give such notice to
all Holders, or any defect therein, shall not impair or affect the validity of this Supplement.



     SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 13.02 of the Indenture. The notice address for the Company or any Guarantor is:


11116 South Towne Square, Suite 101

St. Louis, MO 63123

Attention: Glenn Holler




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



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 1 to the Indenture to
be duly executed as of the date first written above.



	 	 	 	 	 
	 	

INTERNATIONAL WIRE GROUP, INC.,

IWG RESOURCES LLC, 

WIRE TECHNOLOGIES, INC.,

OMEGA WIRE, INC., the Guarantors

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



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	BNY MIDWEST TRUST COMPANY, the Trustee

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




[SIGNATURE PAGE TO SUPPLEMENT NO. 1 TO THE INDENTURE]