**Exhibit 10.3**TERMINATION OF INTERCREDITOR AGREEMENT     THISTERMINATION OF INTERCREDITOR AGREEMENT (this “Amendment”), dated as of August23, 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 tothe Working Capital Loan and Security Agreement (as hereinafter defined) for the lenders who areparty from time to time thereto (in such capacity, together with its successors and assigns in suchcapacity, “Working Capital Agent”) and SILVER POINT FINANCE, LLC, a Delaware limitedliability company, in its capacity as collateral agent pursuant to the Term Loan Agreement (ashereinafter 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”).WITNESSETH:     WHEREAS, Working Capital Agent and Term Loan Agent have previously entered into and executedthe 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 CamdenWire Co., Inc., International Wire Rome Operations, Inc. and OWI Corporation) (“Omega”), IWGResources, LLC (“Resources”), Wire Technologies, Inc. (“Wire Technologies”, and together with IWGHigh 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, Borrowers intend to repay the Term Loan Debt and terminate the TermLoan Documents;     WHEREAS, Working Capital Lenders and Working Capital Agent and Term Loan Lenders andTerm Loan Agent desire to terminate the Intercreditor Agreement;     NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto andother 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 definedherein shall have the meaning ascribed to such term as set forth in the Intercreditor Agreement.     2. Termination of Intercreditor Agreement. Effective as of the Payoff Date (as definedin that certain payoff letter among Borrowers, Guarantors and Term Loan Agent), WorkingCapital Lenders and Working Capital Agent and Term Loan Lenders and Term Loan Agenthereby agree that the Intercreditor Agreement shall be terminated and of no further force andeffect.     3. Governing Law. The validity, construction and effect of this Amendment shall begoverned by the laws of the State of New York, but excluding any principles of conflicts oflaw or other rules of law that would result in the application of the law of any jurisdictionother than the laws of the State of New York.     4. Binding Effect. This Amendment shall be binding upon and inure to the benefit ofeach of the parties hereto and their respective successors and assigns.     5. Counterparts. This Amendment may be executed in any number of counterparts, eachof which shall be an original with the same force and effect as if the signatures thereto andhereto were upon the same instrument. Delivery of an executed counterpart of this Amendment bytelecopier or other method of electronic transmission shall have the same force and effect asdelivery of an original executed counterpart of this Amendment.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     INWITNESS WHEREOF, the parties have caused this Termination ofIntercreditor Agreement tobe 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:                    Name:                    Title:           
 

 
     INWITNESS WHEREOF, the parties have caused this Termination of Intercreditor Agreementto 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:                    Name:                    Title:                           **TERM LOAN AGENT**         **SILVER POINT FINANCE, LLC**         By: /s/ Chris MacDonald                  Name: Chris MacDonald                  Title: Authorized Signatory