<PAGE>   1
                                                                   EXHIBIT 10.27

===============================================================================


                               FOURTH AMENDMENT TO

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                         INTERNATIONAL WIRE GROUP, INC.,
                                  as Borrower,

                       INTERNATIONAL WIRE HOLDING COMPANY,
                                  as Guarantor,

                             CAMDEN WIRE CO., INC.,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                                       and

                             BANKERS TRUST COMPANY,
                             as Documentation Agent

                      -------------------------------------

                              CHASE SECURITIES INC.
                                   as Arranger


                      -------------------------------------

                          DATED AS OF DECEMBER 29, 1999



===============================================================================

<PAGE>   2



            FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


     FOURTH AMENDMENT, dated as of December 29, 1999 (this "Amendment"), to the
Amended and Restated Credit Agreement, dated as of February 12, 1997 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among INTERNATIONAL WIRE GROUP, INC., a Delaware
corporation (the "Borrower"), INTERNATIONAL WIRE HOLDING COMPANY, a Delaware
corporation ("Holdings"), CAMDEN WIRE CO., INC., a New York corporation
("Camden"), the several banks and other financial institutions from time to time
parties thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), and BANKERS TRUST COMPANY, as
documentation agent for the Lenders thereunder (in such capacity, the
"Documentation Agent").


                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Borrower, Holdings, the Lenders, the Administrative Agent and
the Documentation Agent are parties to the Credit Agreement;

     WHEREAS, the Borrower intends to acquire (the "Forissier Acquisition") all
of the capital stock of JYM Finance, s.a., a French corporation ("JYM Finance"),
and TM J. Forissier, s.a. a French corporation ("Forissier") pursuant to the
stock purchase agreement, dated as of December 29, 1999 (the "Forissier Stock
Purchase Agreement"), among International Wire SAS and the Sellers (as defined
in the Forissier Stock Purchase Agreement).

     WHEREAS, the Borrower intends to make other Permitted Acquisitions;

     WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement to permit the Forissier Acquisition and other Permitted Acquisitions
and to make other changes to the Credit Agreement as set forth herein;

     NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:


         1. Definitions. Terms defined in the Credit Agreement are used herein
with the respective meanings given to them therein.

         2. Amendments to Section 1.1 of the Credit Agreement. (a) Section 1.1
of the Credit Agreement is hereby amended by inserting the following new
definitions in the proper alphabetical order:




<PAGE>   3
                                                                          Page 2


          ""Approved Fund": with respect to any Lender that is a fund that
     invests in commercial loans, any other fund that invests in commercial
     loans and is managed or advised by the same investment advisor as such
     lender or by an affiliate of such investment advisor.

          "Fourth Amendment": that certain Fourth Amendment to the Agreement
     dated as of December 29, 1999 by and among the Borrower, Holdings, Camden,
     the Lenders, the Administrative Agent and the Documentation Agent.

          "Fourth Amendment Effective Date": as defined in the Fourth Amendment.

          "Tranche A1 Term Loan Commitment": as to any Tranche A1 Term Loan
     Lender, its obligation to make a Tranche A1 Term Loan to the Borrower
     pursuant to subsection 2.6 in an aggregate amount not to exceed the amount
     set forth opposite such Tranche A1 Term Loan Lender's name in Schedule 1.1
     under the heading "Total Tranche A1 Term Loan Commitment."

          "Tranche A1 Term Loan Commitment Percentage": as to any Tranche A1
     Term Loan Lender, the percentage of the aggregate Tranche A1 Term Loan
     Commitments constituted by its Tranche A1 Term Loan Commitment.

          "Tranche A1 Term Loan Lender": any Lender having a Tranche A1 Term
     Loan Commitment hereunder or that holds outstanding Tranche A1 Term Loans.

          "Tranche A1 Term Loans": as defined in subsection 2.6.


          "Tranche A1 Term Note": as defined in subsection 2.7(a).


         (b) Subsection 1.1 of the Credit Agreement is hereby amended by (a)
deleting the definitions of "Acquisition", "Acquisition Documentation",
"Applicable Margin", "Consolidated EBITDA", "ECF Percentage", "Excess Cash
Flow", "Term Loan Commitments", "Term Loan Lender", "Term Note" and "Total
Credit Percentages"; appearing therein in their entirety and substituting in
lieu thereof the following new definitions:

          ""Acquisition": the collective reference to the Silicones Acquisition,
     the DAW Acquisition, the Albion

          Acquisition, the Hoosier Merger and the Forissier Acquisition.

          "Acquisition Documents": the collective reference to the DAW Asset
     Purchase Agreement, Albion Asset Purchase Agreement, Hoosier Merger
     Agreement, Silicones Asset Purchase Agreement, Dekko Escrow Agreement, the
     Forissier Stock Purchase Agreement and all other agreements, instruments or
     certificates executed in connection with any Acquisition, as the same may
     be amended, supplemented or otherwise modified from time to time in
     accordance with subsection 8.16.

          "Applicable Margin": for each Type of Loan, the rate per annum set
     forth under the relevant column heading below:

<PAGE>   4
                                                                          Page 3


<TABLE>
<CAPTION>
              Alternate Base Rate Loans
              -------------------------
      Type                              Applicable Margin
      ----                              -----------------
<S>                                     <C>
Tranche A Term Loans                             1/2%
Tranche A1 Term Loans                              1%
Tranche B Term Loans                               1%
Revolving Credit Loans                           1/2%
  (including Swing Line Loans)

</TABLE>


<TABLE>
<CAPTION>
              Eurodollar Rate Loans
              ---------------------
      Type                              Applicable Margin
      ----                              -----------------
<S>                                     <C>
Tranche A Term Loans                            1-1/2%
Tranche A1 Term Loans                               2%
Tranche B Term Loans                                2%
Revolving Credit Loans                          1-1/2%
</TABLE>


; provided that in the event that the ratio of Consolidated Senior Debt of the
Borrower as of the most recent fiscal quarter to Consolidated EBITDA (calculated
in accordance with subsection 8.1(c)) of the Borrower, is as set forth in the
relevant column heading below for any quarterly period, any such Applicable
Margin with respect to Tranche A Term Loans, Tranche B Term Loans and Revolving
Credit Loans (including in the case of Alternate Base Rate Loans, Swing Line
Loans) shall be as provided in the relevant column heading below:


<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                   Applicable         Applicable
                                   Margin For         Margin for
                                Revolving Credit   Revolving Credit
Relevant Ratio of Consolidated   and Tranche A      and Tranche A
Senior Debt to Consolidated        Eurodollar       Alternate Base
            EBITDA                    Loans           Rate Loans
------------------------------------------------------------------------
<S>                             <C>                <C>
      1.75x and above                 1-1/2%             1/2%
------------------------------------------------------------------------
1.50x to but excluding 1.75x          1-1/4%             1/4%
------------------------------------------------------------------------
        Below 1.50x                       1%               0%
------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                                      Applicable
                                   Applicable         Margin for
   Relevant Ratio of               Margin For         Tranche B
Consolidated Senior Debt to        Tranche B        Alternate Base
  Consolidated EBITDA           Eurodollar Loans      Rate Loans
------------------------------------------------------------------------
<S>                             <C>                 <C>
        Above 2.00x                   2-1/4%           1-1/4%
------------------------------------------------------------------------
     2.00x and below                      2%               1%
------------------------------------------------------------------------
</TABLE>


<PAGE>   5
                                                                          Page 4

     If the financial statements required to be delivered pursuant to subsection
     7.1(a) or 7.1(b), as applicable, and the related compliance certificate
     required to be delivered pursuant to subsection 7.2(b), are delivered on or
     prior to the date when due (or, in the case of the fourth quarterly period
     of each fiscal year of the Borrower, if financial statements which satisfy
     the requirements of, and are delivered within the time period specified in,
     subsection 7.l(b) and a related compliance certificate which satisfies the
     requirements of, and is delivered within the time period specified in,
     subsection 7.2(b), with respect to any such quarterly period are so
     delivered within such time periods), then the Applicable Margin in respect
     of the Revolving Credit Loans, the Tranche A Term Loans and the Tranche B
     Term Loans from the date upon which such financial statements were
     delivered shall be the Applicable Margin as set forth in the relevant
     column heading above; provided, however, that in the event that the
     financial statements delivered pursuant to subsection 7.1(a) or 7.1(b), as
     applicable, and the related compliance certificate required to be delivered
     pursuant to subsection 7.2(b), are not delivered when due, then:

               (a) if such financial statements and certificate are delivered
          after the date such financial statements and certificate were required
          to be delivered (without giving effect to any applicable cure period)
          and the Applicable Margin increases from that previously in effect as
          a result of the delivery of such financial statements and certificate,
          then the Applicable Margin in respect of Revolving Credit Loans
          (including in the case of Alternate Base Rate Loans, Swing Line
          Loans), Tranche A Term Loans and Tranche B Term Loans during the
          period from the date upon which such financial statements and
          certificate were required to be delivered (without giving effect to
          any applicable cure period) until the date upon which they actually
          are delivered shall, except as otherwise provided in clause (c) below,
          be the Applicable Margin as so increased;

               (b) if such financial statements and certificate are delivered
          after the date such financial statements and certificate were required
          to be delivered (without giving effect to any applicable cure period)
          and the Applicable Margin decreases from that previously in effect as
          a result of the delivery of such financial statements and certificate,
          then such decrease in the Applicable Margin shall not become
          applicable until the date upon which such financial statements and
          certificate actually are delivered; and

               (c) if such financial statements and certificate are not
          delivered prior to the expiration of the applicable cure period, then,
          effective upon such expiration, for the period from the date upon
          which such financial statements and certificate were required to be
          delivered (after the expiration of the applicable cure period) until
          two Business Days following the date upon which they actually are
          delivered, the Applicable Margin in respect of Revolving Credit Loans
          (including in the case of Alternate Base Rate Loans, Swing Line Loans)
          and Tranche A Term Loans shall be 1-1/2%, in the case of Eurodollar
          Loans, and 1/2%, in the case of Alternate Base Rate Loans and the
          Applicable Margin in respect of Tranche B Term Loans shall be 2-1/4%,
          in the case of Eurodollar Loans, and 1-1/4% in the

<PAGE>   6
                                                                          Page 5

          case of Alternate Base Rate Loans (it being understood that the
          foregoing shall not limit the rights of the Administrative Agent and
          the Lenders set forth in Section 9).

          "Consolidated EBITDA": for any period, with respect to any Person,
     Consolidated Net Income of such Person for such period (A) plus, 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, 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 of intangibles (including, but not
     limited to, goodwill and organization costs (including, with respect to the
     Borrower, costs associated with the Camden Acquisition, the Acquisition,
     the Omega Acquisition, the Mergers and the Wirekraft Acquisition)), (v)
     other noncash charges (including non-cash currency exchange losses), (vi)
     any extraordinary and unusual losses (including losses on sales of assets
     other than inventory sold in the ordinary course of business) other than
     any loss from any discontinued operation and (vii) restructuring costs
     expensed in fiscal years 1996 and 1997 as contemplated in connection with
     the Acquisition in an aggregate amount not exceeding $8,000,000, which
     shall include, but not be limited to costs associated with plant shutdowns,
     severance and relocations, and (B) minus, without duplication and to the
     extent reflected as a credit or gain in the statement of such Consolidated
     Net Income for such period, the sum of (i) any extraordinary and unusual
     gains (including gains on the sales of assets, other than inventory sold in
     the ordinary course of business) other than any income from discontinued
     operations and (ii) other noncash credits or gains (including non-cash
     currency exchange gains). For purposes of calculating the financial
     covenants set forth in Section 8, if an acquisition or disposition has
     occurred during the relevant period, Consolidated EBITDA will be determined
     giving pro forma effect thereto (without giving effect to synergies and
     cost savings) as if such acquisition or disposition and any related
     incurrence of Indebtedness or issuance of preferred stock had occurred at
     the beginning of the relevant period.

          "ECF Percentage": 50%; provided that the percentage will be reduced to
     zero if the ratio of Consolidated Total Debt of the Borrower and its
     Subsidiaries to Consolidated EBITDA of the Borrower and its Subsidiaries,
     for the most recently completed fiscal year (determined in accordance with
     subsection 8.1(c)) is < 3.75:1.0.

          "Excess Cash Flow": for any fiscal year of the Borrower, the excess of
     (a) the sum, without duplication, of (i) Consolidated EBITDA for such
     fiscal year (calculated for purposes of this definition without giving
     effect to clause (vii) of the definition of Consolidated EBITDA), (ii) the
     amount of returned surplus assets of any Plan during such fiscal year to
     the extent not included in Consolidated Net Income to determine
     Consolidated EBITDA for such fiscal year, (iii) decreases in Consolidated
     Working Capital of the Borrower and its Subsidiaries for such fiscal year,
     (iv) the amount of any refund received by the Borrower and its Subsidiaries
     on taxes paid by the Borrower and its Subsidiaries (other than the Sellers
     Tax Escrow Amount), (v) cash dividends, cash


<PAGE>   7
                                                                          Page 6

     interest and other similar cash payments received by the Borrower in
     respect of investments to the extent not included in Consolidated Net
     Income to determine Consolidated EBITDA for such fiscal year and (vi)
     extraordinary cash gains to the extent subtracted or otherwise not included
     in Consolidated Net Income to determine Consolidated EBITDA for such fiscal
     year over (b) the sum, without duplication, of (i) the aggregate amount of
     cash Capital Expenditures made by the Borrower and its Subsidiaries during
     such fiscal year and permitted hereunder (other than Capital Expenditures
     permitted under subsection 8.8(b)), (ii) the aggregate amount of all
     reductions of the Revolving Credit Commitments (to the extent such
     reductions are accompanied by prepayment of Revolving Credit Loans, Swing
     Line Loans and/or L/C Obligations) or payments or prepayments of the Term
     Loans during such fiscal year other than pursuant to subsection 2.12(a),
     (b) or (c), (iii) the aggregate amount of payments of principal in respect
     of any Indebtedness (other than revolving credit Indebtedness to the extent
     the related commitment is not permanently reduced) permitted hereunder
     during such fiscal year (other than under this Agreement), (iv) increases
     in Consolidated Working Capital of the Borrower and its Subsidiaries for
     such fiscal year, (v) cash interest expense of the Borrower and its
     Subsidiaries for such fiscal year, (vi) taxes actually paid in such fiscal
     year or to be paid in the subsequent fiscal year on account of such fiscal
     year to the extent added to Consolidated Net Income to determine
     Consolidated EBITDA for such fiscal year, (vii) extraordinary cash losses
     to the extent added to Consolidated Net Income to determine Consolidated
     EBITDA for such fiscal year, (viii) the amount of all Investments made in
     such fiscal year as permitted by clauses (d), (h) and (j) of subsection 8.9
     and (ix) dividends or other direct payments paid by the Borrower to or for
     the benefit of Holdings to the extent permitted by subsection 8.7(a) to the
     extent not subtracted in the determination of Consolidated Net Income of
     the Borrower for such fiscal year and (x) the aggregate principal amount of
     any optional prepayments of the Revolving Credit Loans for such fiscal year
     (to the extent accompanied by a corresponding permanent reduction of the
     Revolving Credit Commitments) and any optional prepayments of the Term
     Loans for such fiscal year. For purposes of determining changes in
     Consolidated Working Capital, the working capital acquired in connection
     with the Acquisition and the Camden Acquisition will be excluded.

          "Term Loan Commitments": the collective reference to the Tranche A
     Term Loan Commitments, the Tranche A1 Term Loan Commitments and the Tranche
     B Term Loan Commitments; collectively, as to all the Term Loan Lenders, the
     "Term Commitments."

          "Term Loan Lender": the collective reference to the Tranche A Term
     Loan Lenders, the Tranche A1 Term Loan Lenders and the Tranche B Term Loan
     Lenders.

          "Term Note" and "Term Notes": as defined in subsection 2.9(a).

          "Total Credit Percentage": as to any Lender at any time, the
     percentage of the aggregate Revolving Credit Commitments, outstanding
     Tranche A Term Loans, outstanding Tranche A1 Term Loans and outstanding
     Tranche B Term Loans then constituted by its Revolving Credit Commitment,
     outstanding Tranche A Term Loans, outstanding Tranche A1 Term Loans and
     outstanding Tranche B Term Loans, respectively (or, if the Revolving Credit
     Commitments have terminated or expired, the percentage of the aggregate
     outstanding Revolving Credit Loans, outstanding Tranche A Term Loans and,


<PAGE>   8
                                                                          Page 7


     outstanding Tranche A1 Term Loans and outstanding Tranche B Term Loans and
     risk interests in the Letter of Credit Outstandings and Swing Line Loans
     then constituted by its outstanding Revolving Credit Loans, outstanding
     Tranche A Term Loans, outstanding Tranche A1 Term Loans and outstanding
     Tranche B Term Loans and risk interest in Letter of Credit Outstandings and
     Swing Line Loans)."

         3. Amendment to Subsection 2.6 of the Credit Agreement. Subsection 2.6
of the Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following:

                  "2.6 Term Loans. (a) Each Tranche A Term Loan Lender
         identified on Schedule 1.1 hereto has made a term loan (a "Tranche A
         Term Loan") to the Borrower the outstanding principal balance of which
         is set forth opposite such Lender's name in Schedule 1.1 under the
         heading "Tranche A Term Loan" (collectively, the "Tranche A Term
         Loans").

         (b) Each Tranche B Term Loan Lender identified on Schedule 1.1 hereto
         has made a Tranche B term loan (a "Tranche B Term Loan") to the
         Borrower the outstanding principal balance of which is set forth
         opposite such Lender's name in Schedule 1.1 under the heading "Tranche
         B Term Loan" (collectively, the "Tranche B Term Loans").

         (c) Subject to the terms and conditions hereof, each Tranche A1 Term
         Loan Lender identified on Schedule 1.1 as having a "Tranche A1 Term
         Loan Commitment" severally agrees to make a term loan (a "Tranche A1
         Term Loan", together with the Tranche A Term Loans and the Tranche B
         Term Loans, the "Term Loans") on the Fourth Amendment Effective Date in
         an aggregate principal amount set forth opposite such Lender's name in
         Schedule 1.1 under the heading "Tranche A1 Term Loan Commitment."

         (d) The Term Loans may from time to time be (i) Eurodollar Loans, (ii)
         Alternate Base Rate Loans or (iii) a combination thereof, as determined
         by the Borrower and notified to the Administrative Agent in accordance
         with subsection 2.10."

         4. Amendment to Subsection 2.8 of the Credit Agreement. Subsection 2.8
of the Credit Agreement is hereby amended by deleting the words "Tranche A Term
Notes, and Tranche B Term Notes when hereafter referred to collectively shall be
referred to as "Term Notes"" beginning on the fifth line of such subsection.

         5. Amendment of Subsection 2.9 of the Credit Agreement. Subsection 2.9
of the Credit Agreement is hereby amended by deleting such subsection in its
entirety and inserting in lieu thereof the following:


<PAGE>   9
                                                                          Page 8



                  "2.9 Tranche A1 Term Notes. (a) The Borrower agrees that, upon
         the request to the Administrative Agent by any Tranche A1 Term Loan
         Lender, in order to evidence such Lender's Tranche A1 Term Loan the
         Borrower will execute and deliver to such Lender a promissory note
         substantially in the form of Exhibit A-3 (each, as amended,
         supplemented, replaced or otherwise modified from time to time, a
         "Tranche A1 Term Note"; Tranche A Term Notes, Tranche A1 Term Notes and
         Tranche B Term Notes when hereinafter referred to collectively shall be
         referred to as "Term Notes"), with appropriate insertions therein as to
         payee, date and principal amount, payable to the order of such Tranche
         A1 Term Loan Lender and in a principal amount equal to the amount set
         forth opposite such Tranche A1 Term Loan Lender's name on Schedule 1.1
         under the heading "Tranche A1 Term Loan Commitment". Each Tranche A1
         Term Loan Lender is hereby authorized to record the date, Type and
         amount of its Tranche A1 Term Loan, each continuation thereof, each
         conversion of all or a portion thereof to another Type, the date and
         amount of each payment or prepayment of principal of its Tranche A1
         Term Loan and, in the case of Eurodollar Loans, the length of each
         Interest Period with respect thereto, on the schedules annexed to and
         constituting a part of its Tranche A1 Term Note, and any such
         recordation shall, in the absence of manifest error, constitute prima
         facie evidence of the accuracy of the information so recorded, provided
         that the failure by any Tranche A1 Term Loan Lender to make any such
         recordation shall not affect any of the obligations of the Borrower
         under such Tranche A1 Term Note or this Agreement. Any Tranche A1 Term
         Note shall (i) be dated the Fourth Amendment Effective Date, (ii) be
         payable as provided in subsection 2.7(b) and (iii) provide for the
         payment of interest in accordance with subsection 4.1.

                  (b) The aggregate Tranche A1 Term Loans of all the Tranche A1
         Term Loan Lenders shall be payable in four consecutive installments on
         the dates and in a principal amount equal to the amount set forth below
         (together with all accrued interest thereon) opposite the applicable
         installment date (or, if less, the aggregate amount of the Tranche A1
         Term Loans then outstanding):

<TABLE>
<CAPTION>

                  Installment                               Amount
                  -----------                               -------
<S>                                                <C>
                  December 31, 2000                  $2,000,000.00
                  December 31, 2001                  $2,000,000.00
                  December 31, 2002                  $2,000,000.00
                  March 31, 2003                    $19,000,000.00"
</TABLE>

         6. Amendment to Subsection 2.10 of the Credit Agreement. Subsection
2.10 (a) is hereby amended by inserting the following:

         "(a) The Borrower shall give the Administrative Agent irrevocable
         notice (which notice must be received by the Administrative Agent prior
         to 10:00 A.M., New York City time, one Business Day prior to the Fourth
         Amendment Effective Date)


<PAGE>   10
                                                                          Page 9


         requesting that the Tranche A1 Term Loan Lenders make the Tranche A1
         Term Loans on the Fourth Amendment Effective Date and specifying the
         amount to be borrowed. Upon receipt of such notice the Administrative
         Agent shall promptly notify each Tranche A1 Term Loan Lender thereof.
         On the Fourth Amendment Effective Date each Tranche A1 Term Loan Lender
         shall make available to the Administrative Agent at its office
         specified in subsection 12.2 an amount in immediately available funds
         equal to the Tranche A1 Term Loan to be made by such Tranche A1 Term
         Loan Lender. The Administrative Agent shall on such date credit the
         account of the Borrower on the books of such office of the
         Administrative Agent with the aggregate of the amounts made available
         to the Administrative Agent by the Tranche A1 Term Loan Lenders."

and (b) Subsection 2.10(b) is hereby amended by deleting the word "and" at the
end of clause (iii) and inserting the following at the end of clause (iv):

     "and (v) each Tranche A1 Term Loan Lender, such Tranche A1 Term Loan
     Lender's Tranche A1 Term Loan Commitment Percentage of the amounts
     specified in subsection 2.9(b) (or, if less, the aggregate amount of the
     Tranche A1 Term Loans of such Tranche A1 Term Loan Lender then
     outstanding), on the dates specified in subsection 2.9(b) (or such earlier
     date on which the Tranche A Term Loans become due and payable pursuant to
     Section 9)."

         7. Amendment to Subsection 2.11 of the Credit Agreement. (a) Subsection
2.11(a) is hereby amended by inserting the words ", the Tranche A1 Term Loans"
after the words "Tranche A Term Loans" in the sixth, seventeenth, eighteenth and
twentieth lines of such subsection and by deleting the amounts $10,000,000
contained therein and inserting in lieu thereof the amount $15,000,000 and

         (b) subsection 2.11(b) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the third,
fifth, seventh and ninth lines of such subsection and by deleting the amounts
$10,000,000 contained therein and inserting in lieu thereof the amount
$15,000,000.

         8. Amendment to Subsection 2.12 of the Credit Agreement. (a) Subsection
2.12(a) is hereby amended by inserting the words ", the Tranche A1 Term Loans"
after the words "Tranche A Term Loans" in the third line of such subsection,

         (b) subsection 2.12(b) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the first line
of such subsection,

         (c) subsection 2.12(c) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the first line
of such subsection and

         (d) subsection 2.12(d) is hereby amended by inserting the words ", the
Tranche A1 Term Loans" after the words "Tranche A Term Loans" in the sixth and
ninth lines of the first paragraph of such subsection and the second, third,
fifth, seventh and ninth lines of the second


<PAGE>   11
                                                                         Page 10


paragraph of such subsection and by adding the following at the end of such
subsection (d); "Notwithstanding the foregoing, the first $15,000,000 in the
aggregate of mandatory prepayments may be applied as the Borrower may elect in
accordance with subsection 2.11."

         9. Amendment to Subsection 5.14 of the Credit Agreement. Subsection
5.14 of the Credit Agreement is hereby amended by deleting therefrom the phrase
"As of the date hereof," and substituting therefor the phrase "As of the Fourth
Amendment Date,".

         10. Amendment to Subsection 5.15 of the Credit Agreement. Subsection
5.15 of the Credit Agreement is hereby amended by (a) deleting the first
sentence thereof and replacing it with the following sentence:

     "The proceeds of the Term Loans (other than the Additional Term Loans, the
     Second Additional Term Loans and the Tranche A1 Term Loans) shall be used
     to finance a portion of the Mergers and the Wirekraft Acquisition and the
     transaction costs associated therewith and to refinance the credit
     facilities under the Omega Credit Agreement."

and

         (b) adding the following sentence to the end of such subsection:

     "The proceeds of the Tranche A1 Term Loans shall be used to finance a
     portion of the Forissier Acquisition and other Permitted Acquisitions."

         11. Amendment to Section 7.9 of the Credit Agreement. Subsection 7.9 of
the Credit Agreement is hereby amended by adding thereto, after the term
"thereafter" in the eighth line in the paragraph, the phrase "other than leased
real property not having a material value".

         12. Amendment to Subsection 8.1 of the Credit Agreement. (a) Subsection
8.1(a) of the Credit Agreement is hereby amended by deleting the table set forth
therein in its entirety, and inserting in lieu thereof the following:

<TABLE>
<S>                                 <C>     <C>
                  "1999             4th     2.20 to 1.00

                  2000              1st     2.20 to 1.00
                                    2nd     2.20 to 1.00
                                    3rd     2.20 to 1.00
                                    4th     2.30 to 1.00

                  2001              1st     2.30 to 1.00
                                    2nd     2.30 to 1.00
                                    3rd     2.30 to 1.00
                                    4th     2.45 to 1.00

                  2002              1st     2.45 to 1.00
                                    2nd     2.45 to 1.00
</TABLE>

<PAGE>   12
                                                                         Page 11
<TABLE>
<S>                                 <C>     <C>
                                    3rd     2.45 to 1.00
                                    4th     2.60 to 1.00

                  2003              1st     2.60 to 1.00
                                    2nd     2.60 to 1.00
                                    3rd     2.60 to 1.00
                                    4th     3.00 to 1.00"
</TABLE>

and

         (b) Subsection 8.1(c) of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and inserting in lieu
thereof the following:
<TABLE>
<S>                                 <C>     <C>
                  "1999             4th     4.75 to 1.00

                  2000              1st     4.75 to 1.00
                                    2nd     4.75 to 1.00
                                    3rd     4.75 to 1.00
                                    4th     4.50 to 1.00

                  2001              1st     4.50 to 1.00
                                    2nd     4.50 to 1.00
                                    3rd     4.50 to 1.00
                                    4th     4.00 to 1.00

                  2002              1st     4.00 to 1.00
                                    2nd     4.00 to 1.00
                                    3rd     4.00 to 1.00
                                    4th     3.75 to 1.00

                  2003              1st     3.75 to 1.00
                                    2nd     3.75 to 1.00
                                    3rd     3.75 to 1.00
                                    4th     3.25 to 1.00"
</TABLE>

         13. Amendment to Subsection 8.2 of the Credit Agreement. (a) Subsection
8.2(c) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".

         (b) Subsection 8.2(i) of the Credit Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof the following:

          "(i) Indebtedness (i) of ECM to Wirekraft Industries evidenced by the
          ECM Notes (provided that the ECM Notes are pledged by Wirekraft
          Industries to the Administrative Agent for the ratable benefit of the
          Lenders pursuant to the Wirekraft Note Pledge Agreement); (ii) of ECM
          and any other Foreign Subsidiary


<PAGE>   13
                                                                         Page 12


          of the Borrower to the Borrower or any Domestic Subsidiary of the
          Borrower (other than Indebtedness evidenced by the ECM Notes)
          (provided that any such intercompany notes are pledged by the Borrower
          or any such Domestic Subsidiary of the Borrower, as the case may be,
          to the Administrative Agent for the ratable benefit of the Lenders
          pursuant to a pledge agreement in form and substance reasonably
          satisfactory to the Administrative Agent) (iii) of ECM and any other
          Foreign Subsidiary of the Borrower consisting of unsecured overdraft
          facilities provided by local financial institutions for working
          capital purposes (other than the Philippines Project Indebtedness) the
          aggregate commitments of which are not to exceed $10,000,000, (iv) of
          any Foreign Subsidiary of the Borrower for financing under the
          Philippines Project Indebtedness and (v) Indebtedness of any Foreign
          Subsidiary to any other Foreign Subsidiary; provided that the
          aggregate principal amount of Indebtedness described in clauses (i)
          and (ii) above shall in no event exceed $40,000,000 at any one time
          (other than Indebtedness incurred pursuant to subsection 8.9(j) of the
          Credit Agreement) and provided further that the aggregate amount of
          the Philippines Project Indebtedness described in subclause (iv) shall
          in no event exceed $18,000,000 at any one time."

         (c) Subsection 8.2(o) is hereby amended by deleting the word "and" at
the end of the second proviso.

         (d) Subsection 8.2(p) is hereby amended by deleting the period at the
end of the proviso and inserting in lieu thereof a semi-colon followed by the
word "and".

         (e) Section 8.2 of the Credit Agreement is hereby amended by adding the
following paragraph in the proper alphabetical order:

         "(q) Indebtedness incurred in connection with any Investment made
pursuant to Section 8.9(j)."

         14. Amendment to Subsection 8.3 of the Credit Agreement. (a) Subsection
8.3(g) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".

         (b) Subsection 8.3(p) is hereby amended by deleting the phrase
"subsections 8.2(i), (ii) and (iii)" and substituting therefor the phrase
"subsections 8.2(i), (ii), (iii) and (v)".

         (c) Subsection 8.3(q) of the Credit Agreement is hereby amended by
deleting the amount $2,000,000 contained therein and inserting in lieu thereof
the amount $5,000,000.

         15. Amendment to Subsection 8.4 of the Credit Agreement. (a) Subsection
8.4(b) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".

<PAGE>   14
                                                                         Page 13





                  (b) Subsection 8.4 of the Credit Agreement is hereby amended
by deleting the "and" at the end of 8.4(j), deleting the period at the end of
8.4(k) and inserting in lieu thereof the following:

         "; and (l) Guarantee Obligations made in the ordinary course of
business that do not have a Material Adverse Effect."

         16. Amendment to Subsection 8.5 of the Credit Agreement. Subsection 8.5
of the Credit Agreement is hereby deleted in its entirety and the following
substituted therefor:

          "8.5 Limitation on Fundamental Changes. Enter into any merger,
     consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
     suffer any liquidation or dissolution), or convey, sell, lease, assign,
     transfer or otherwise dispose of, all or substantially all of its property,
     business or assets, or make any material change in its present method of
     conducting business, except that the Borrower and/or any of its
     Subsidiaries shall be able to enter into one or more transactions (i)
     creating a new Subsidiary, (ii) changing the jurisdiction of the Borrower
     or any Subsidiary from one state to another state or from one country to
     another country, (iii) changing the form of the Borrower or any Subsidiary
     from a corporation to any other Person or (iv) merging, consolidating or
     dissolving the Borrower and/or any Subsidiary, provided that (X) notice of
     such transaction is provided to the Administrative Agent and each Lender at
     least 10 days prior to the effective date of such transaction and (Y) such
     transaction does not, in the reasonable opinion of the Administrative
     Agent, as evidenced by its written consent (such consent not to be
     unreasonably withheld) materially and adversely affect the Administrative
     Agent's or any Lender's remedies under this Agreement and the other Loan
     Documents, or otherwise have a Material Adverse Effect or, in the case of a
     change in the Borrower's jurisdiction, impair any Lender's ability to
     legally make or participate in Loans."

         17. Amendment to Subsection 8.8 of the Credit Agreement. (a) Subsection
8.8(a) of the Credit Agreement is hereby amended by deleting the table set
therein and inserting in lieu thereof the following table:

<TABLE>
<CAPTION>
               "Fiscal Year                       Amount
               ------------                       ------
<S>                                             <C>
         1999 and thereafter                    $35,000,000"
</TABLE>

and

     (b) Subsection 8.8(c) of the Credit Agreement is hereby amended by deleting
the amount $27,000,000 contained therein and inserting in lieu thereof the
amount $35,000,000.

         18. Amendment to Subsection 8.9 of the Credit Agreement. (a) Subsection
8.9(e) is hereby amended by deleting therefrom the phrase "Second Amendment
Closing Date" and substituting therefor the phrase "Fourth Amendment Effective
Date".



<PAGE>   15
                                                                         Page 14

         (b) Subsection 8.9(j) of the Credit Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof the following:

         "(j) In addition to the foregoing, Investments made after the Fourth
         Amendment Effective Date (at cost, without regard to any write down or
         write up thereof) in an aggregate amount not exceeding the sum of (a)
         $50,000,000, (b) common stock issued by the Borrower in connection with
         such Investments and (c) that portion of Excess Cash Flow retained, and
         not otherwise utilized under any other exception to any negative
         covenant, by the Borrower at any time outstanding;"

         (c) Subsection 8.9(k) is hereby amended by deleting the word "and" at
the end of such subsection and

         (d) Subsection 8.9(l) is amended by deleting the period at the end of
such subsection and inserting in lieu thereof:

         "; and (m) Investments pursuant to the Forissier Acquisition."

         19 Amendment to Section 9 of the Credit Agreement. (a) Subsection 9(e)
of the Credit Agreement is hereby amended by deleting the amount $2,000,000 set
forth therein and inserting in lieu thereof the amount $5,000,000 and (b)
subsection 9(h) is hereby amended by deleting the amount $2,000,000 set forth
therein and inserting in lieu thereof the amount $5,000,000.

         20 Amendment to Section 12.6 of the Credit Agreement. Subsection
12.6(c) of the Credit Agreement is hereby amended by inserting at the end of the
first clause (x) of such subsection the following:

         ",or any other lesser amount, provided that the assignment of such
         lesser amount is consented to by the Borrower and the Administrative
         Agent"

         21 Amendment to Schedules. Each Schedule to the Credit Agreement is
hereby amended as set forth in the corresponding schedule hereto.

         22 Conditions to Effectiveness of this Amendment. This Amendment shall
become effective on and as of the date hereof upon the satisfaction of the
following conditions precedent (such date the "Fourth Amendment Effective
Date"):

         (a) All documentation in connection with the Amendment and the
transactions contemplated hereby (including the Forissier Acquisition) shall
have been executed by each of Holdings, the Borrower and its Subsidiaries, as
applicable.

         (b) The Borrower shall have consummated the Forissier Acquisition in
accordance with the Forissier Stock Purchase Agreement.



<PAGE>   16
                                                                         Page 15

         (c) The execution and delivery of the Amendment by (i) Holdings, (ii)
the Borrower, (iii) all of the Tranche A1 Term Loan Lenders, (iv) the Revolving
Credit Lenders and the Tranche A Term Loan Lenders the Total Credit Percentages
(calculated for this purpose without reference to outstanding Tranche B Term
Loans and Tranche A1 Term Loan Loans) of which aggregate at least a majority and
(v) the Tranche B Term Loan Lenders the Tranche B Term Loan Percentages of which
aggregate at least a majority.

         (d) The Borrower shall have paid all fees and expenses in connection
with the Amendment.

         (e) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the transactions contemplated
herein.

         (f) Each of the representations and warranties made by the Credit
Parties and their Subsidiaries in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the date hereof as if
made on and as of the date hereof, except for any representation and warranty
which is expressly made as of an earlier date, which representation and warranty
shall have been true and correct in all material respects as of such earlier
date.

         (g) The Administrative Agent shall have received, with a copy for each
Lender, the Acknowledgement and Consent to the Fourth Amendment attached hereto
as Exhibit A, executed by each of the Domestic Subsidiaries.

         (h) The Administrative Agent shall have received, with a counterpart
for each Lender, the executed legal opinion of Weil, Gotshal & Manges LLP,
counsel to the Credit Parties, substantially in the form of Exhibit B hereto,
dated the Fourth Amendment Effective Date and covering such other matters
incident to the transactions contemplated by this Amendment as the
Administrative Agent may require.

         23 Confirmation of Guarantees (a) Holdings hereby acknowledges and
confirms its obligations under Section 11 of the Credit Agreement, and agrees
that its guarantee shall continue at all times to support the Borrower's
obligations under all of the Loan Documents, including, without limitation, as
such documents have been heretofore amended or modified, and, to the extent
permitted by applicable law, as may be further amended or modified from time to
time.

         (b) The Borrower hereby acknowledges and confirms its obligations under
the Borrower Guarantee and agrees that its guarantee shall continue at all times
to support Camden's obligations and liabilities under any Letters of Credit
issued for the account of Camden.

         (c) Camden hereby acknowledges and confirms its obligations under the
Camden Guarantee, and agrees that its guarantee shall continue at all times to
support the Borrower's obligations under all of the Loan Documents, including,
without limitation, as such documents have been heretofore amended or modified,
and, to the extent permitted by applicable law, as may be further amended or
modified from time to time.



<PAGE>   17
                                                                         Page 16


         24 Miscellaneous. (a) Effect. Except as expressly amended hereby, all
of the representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain unamended and not waived and shall continue to be in full
force in effect.

         (b) Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.

         (c) Severability. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         (d) Integration. This Amendment and the other Loan Documents represent
the agreement of the Credit Parties, the Administrative Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

         (E) GOVERNING LAW. THIS AMENDMENT, ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.



<PAGE>   18
                                                                         Page 17



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

<TABLE>

<S>                             <C>
                             INTERNATIONAL WIRE GROUP, INC.,
                             as Borrower


                             By:   /s/ DAVID J. WEBSTER
                                ---------------------------------------
                                Name:  David J. Webster
                                Title: Senior Vice President

                             INTERNATIONAL WIRE HOLDING
                             COMPANY, as Guarantor


                             By:   /s/ DAVID J. WEBSTER
                                ---------------------------------------
                                Name:  David J. Webster
                                Title: Senior Vice President

                             CAMDEN WIRE CO., INC.


                             By:   /s/ DAVID J. WEBSTER
                                ---------------------------------------
                                Name:  David J. Webster
                                Title: Senior Vice President


                             THE CHASE MANHATTAN BANK, as
                             Administrative Agent and as a Lender,
                             as Swing Line Lender and as Issuing Lender

                             By:   /s/ MARIAN N. SCHILLMAN
                                ---------------------------------------
                                Name:  Marian N. Schillman
                                Title: Vice President

                             ABN AMRO BANK

                             By:   /s/ THOMAS COMFORT
                                --------------------------------------
                                Name:  Thomas Comfort
                                Title: Group Vice President

                             By:   /s/ BERNARD J. MCGUIGER
                                --------------------------------------
                                Name:  Bernard J. McGuiger
                                Title: Group Vice President and
                                       Director
</TABLE>

<PAGE>   19
                                                                         Page 18
<TABLE>

<S>                             <C>
                             BANKERS TRUST COMPANY


                             By:   /s/ GREGORY SHEFRIN
                                ---------------------------------------
                                Name:  Gregory Shefrin
                                Title: Principal

                             THE BANK OF NEW YORK

                             By:   /s/ DAVID G. SHEDD
                                ---------------------------------------
                                Name:  David G. Shedd
                                Title: Vice President

                             BANK OF SCOTLAND

                             By:   /s/ ANNIE GLYNN
                                ---------------------------------------
                                Name:  Annie Glynn
                                Title: Senior Vice President

                             PARIBAS CAPITAL FUNDING LLC

                             By:   /s/ M.S. ALEXANDER
                                ---------------------------------------
                                Name:  M.S. Alexander
                                Title: Director
</TABLE>

<PAGE>   20
                                                                         Page 19
<TABLE>

<S>                             <C>
                             CREDIT AGRICOLE INDOSUEZ

                             By:  /s/  RAYMOND [ILLEGIBLE]
                                ---------------------------------------
                                Name:  Raymond [ILLEGIBLE]
                                Title: Vice President
                                       Senior Relationship Manager


                             By:   /s/ SUSAN KNIGHT
                                ---------------------------------------
                                Name:  Susan Knight
                                Title: Vice President

</TABLE>

<PAGE>   21

<TABLE>
                                                                         Page 20
<S>                             <C>
                             GENERAL ELECTRIC CAPITAL
                             CORPORATION

                             By:   /s/ GREGORY HONG
                                ---------------------------------------
                                Name:  Gregory Hong
                                Title: Duly Authorized Signatory

                             HELLER FINANCIAL, INC.

                             By:   /s/ SCOTT ZAMBA
                                ---------------------------------------
                                Name:  Scott Zamba
                                Title: Assistant Vice President

                             THE INDUSTRIAL BANK OF JAPAN
                             LIMITED

                             By:   /s/ TAKOYA [ILLEGIBLE]
                                ---------------------------------------
                                Name:  Takoya [ILLEGIBLE]
                                Title: Senior Vice President

                             KZH SHENKMAN

                             By:
                                ---------------------------------------
                                Name:
                                Title:

                             KZH-CRESCENT LLC

                             By:  /s/ PETER CHIN
                                ---------------------------------------
                                Name:  Peter Chin
                                Title: Authorized Agent

                             THE LONG-TERM CREDIT BANK OF JAPAN,
                             LIMITED, NEW YORK BRANCH

                             By:
                                ---------------------------------------
                                Name:
                                Title:
</TABLE>

<PAGE>   22
                                                                         Page 21
<TABLE>

<S>                             <C>
                             MEDICAL LIABILITY MUTUAL
                             INSURANCE CO.


                             By: INVESCO Senior Secured Management, Inc.
                                 as Investment Manager


                             By:    /s/ JOSEPH ROTONDO
                                 --------------------------------------
                                 Name:  Joseph Rotondo
                                 Title: Authorized Signatory

                             ML DEBT STRATEGIES FUND, INC.


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             MERRILL LYNCH PRIME RATE PORTFOLIO
                             By: Merrill Lynch Asset Management, L.P.
                                 as Investment Advisor


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             MERRILL LYNCH SENIOR FLOATING RATE
                             FUND, INC.


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             THE MITSUBISHI TRUST AND BANKING
                             CORPORATION


                             By:    /s/ BEATRICE E. KOSSODO
                                 --------------------------------------
                                 Name:  Beatrice E. Kossodo
                                 Title: Senior Vice President

</TABLE>

<PAGE>   23
                                                                         Page 22
<TABLE>


<S>                             <C>
                             By:
                                 --------------------------------------
                                 Name:
                                 Title:



                             BANK OF TOKYO-MITSUBISHI TRUST
                             COMPANY

                             By:   /s/ HIDEKAZU KOJIMA
                                ---------------------------------------
                                Name:  Hidekazu Kojima
                                Title: Vice President

                             NATEXIS BANQUE BFCE

                             By:   /s/ JORDAN SADLER
                                ---------------------------------------
                                Name:  Jordan Sadler
                                Title: Associate

                             By:   /s/ FRANK H. MADDEN, JR.
                                --------------------------------------
                                Name:  Frank H. Madden, Jr.
                                Title: Vice President & Group Manager

                             MORGAN STANLEY DEAN WITTER
                             PRIME INCOME TRUST


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             SENIOR DEBT PORTFOLIO
                             By: BOSTON MANAGEMENT & RESEARCH,
                                 as Investment Advisor

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

</TABLE>

<PAGE>   24
                                                                       Page 23
<TABLE>

<S>                             <C>
                             VAN KAMPEN
                             PRIME RATE INCOME TRUST
                             By:  Van Kampen Investment Advisory Corp.


                             By:    /s/ DARVIN D.PIERCE
                                 --------------------------------------
                                 Name:  Darvin D. Pierce
                                 Title: Vice President


</TABLE>

<PAGE>   25
                                                                         Page 24
<TABLE>

<S>                          <C>
                             VAN KAMPEN
                             SENIOR INCOME TRUST
                             By:  Van Kampen Investment Advisory Corp.


                             By:    /s/ DARVIN D. PIERCE
                                 --------------------------------------
                                 Name:  Darvin D. Pierce
                                 Title: Vice President


                             VAN KAMPEN CLO I, LIMITED
                             BY: VAN KAMPEN
                             MANAGEMENT INC.,
                             as Collateral Manager

                             By:    /s/ DARVIN D. PIERCE
                                 --------------------------------------
                                 Name:  Darvin D. Pierce
                                 Title: Vice President

                             DEEPROCK & COMPANY
                             By: Eaton Vance Management, as Investment Advisor


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             CITY NATIONAL BANK


                             By:   /s/ [ILLEGIBLE]
                                 --------------------------------------
                                 Name: [ILLEGIBLE]
                                 Title: Vice President

                             KZH-SOLEIL CORPORATION (formerly known as
                             KZH Holding Corporation)

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             EATON VANCE SENIOR INCOME TRUST
</TABLE>

<PAGE>   26
                                                                         Page 25
<TABLE>

<S>                             <C>
                             PACIFICA PARTNERS

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:



                             IMPERIAL BANK


                             By:    /s/ RAY VADSIMA
                                 --------------------------------------
                                 Name:  Ray Vadsima
                                 Title: Senior Managing Director


                             KZH CRESCENT-3 LLC


                             By:
                                 --------------------------------------
                                 Name:
                                 Title:


                             SEQUILS I, LTD.

                             By:  TCW Advisors, Inc. as its Collateral Manager


                             By:    /s/ MARK L. GOLD
                                 --------------------------------------
                                 Name:  Mark L. Gold
                                 Title: Managing Director

                             By:    /s/ JONATHAN I. BERG
                                 --------------------------------------
                                 Name:  Jonathan I. Berg
                                 Title: Assistant Vice President
</TABLE>


<PAGE>   27
                                                                         Page 26
<TABLE>

<S>                             <C>
                             UNITED OF OMAHA LIFE INSURANCE
                             COMPANY

                             By:  TCW Asset Management Company,
                                  its Investment Advisor

                             By:    /s/ MARK L. GOLD
                                 --------------------------------------
                                 Name:  Mark L. Gold
                                 Title: Managing Director

                             By:    /s/ JONATHAN I. BERG
                                 --------------------------------------
                                 Name:  Jonathan I. Berg
                                 Title: Assistant Vice President
</TABLE>

<PAGE>   28
                                                                         Page 27
<TABLE>

<S>                             <C>
                             UNITED OF OMAHA LIFE INSURANCE
                             COMPANY

                             By: TCW Asset Management Company, its
                                 Investment Advisor

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:


                             AVALON CAPITAL LTD.

                             By: INVESCO Senior Secured Management, Inc.
                                 as Portfolio Advisor

                             By:    /s/ JOSEPH [ILLEGIBLE]
                                 --------------------------------------
                                 Name:
                                 Title:

</TABLE>

<PAGE>   29
                                                                         Page 28
<TABLE>

<S>                             <C>
                             FIRST UNION NATIONAL BANK


                             By:    /s/ THOMAS CAMEL
                                 --------------------------------------
                                 Name:  Thomas Camel
                                 Title: Vice President

                             By:
                                 --------------------------------------
                                 Name:
                                 Title:

</TABLE>

<PAGE>   30

                                                                       EXHIBIT A


                    ACKNOWLEDGEMENT AND CONSENT TO THE FOURTH
                            AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT

                                December 29, 1999

To the Lenders Parties to the
Amended and Restated Credit Agreement

Reference is made to the following documents:

                  (1) AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
         February 12, 1997 (as amended, amended and restated, supplemented or
         otherwise modified from time to time, the "Amended and Restated Credit
         Agreement") among International Wire Group, Inc., a Delaware
         corporation (the "Borrower"), International Wire Holding Company, a
         Delaware corporation, Camden Wire Co., Inc., a New York corporation,
         THE CHASE MANHATTAN BANK, as administrative agent (in such capacity,
         the "Administrative Agent") for the lenders (the "Lenders") from time
         to time parties to the Amended and Restated Credit Agreement and
         Bankers Trust Company, as Documentation Agent.

                  (2) DOMESTIC SUBSIDIARIES' GUARANTEE, dated as of June 12,
         1995 (the "Domestic Guarantee"), made by each of the parties that are
         signatories thereto (the "Domestic Guarantors"), in favor of the
         Administrative Agent for the ratable benefit of the Lenders.

                  (3) WIRE TECHNOLOGIES GUARANTEE, dated as of March 5, 1996
         (the "Wire Technologies Guarantee", and together with the Domestic
         Guarantee, each, a "Guarantee" and collectively, the "Guarantees"),
         made by Wire Technologies, Inc. (and together with the Domestic
         Guarantors, each, a "Guarantor" and collectively, the "Guarantors"), in
         favor of the Administrative Agent for the ratable benefit of the
         Lenders.

Terms not defined herein shall have the definitions ascribed thereto in the
Amended and Restated Credit Agreement or the Guarantee.

         Each Guarantor hereby acknowledges and consents to the Fourth Amendment
to Amended and Restated Credit Agreement, including, but not limited to, the
amendment of the definition of "Obligations" contained therein, and the effect
of the Fourth Amendment on its obligations and the collateral security provided
by it under the Loan Documents. Each Guarantor hereby acknowledges and confirms
its obligations under the Guarantee to which it is a party, and agrees that the
Guarantee to which it is a party shall continue at all times to support the
Borrower's obligations under all of the Loan Documents, including, without
limitation, as such documents have been heretofore amended or modified, and, to
the extent permitted by applicable law, as may be further amended or modified
from time to time. Nothing herein or in any of the Loan Documents shall be
deemed to discharge, terminate or extinguish the Guarantee to which it


<PAGE>   31






     is a party or the obligations and liabilities of such Guarantor under the
Guarantee to which it is a party, which shall remain in full force and effect.

         This Acknowledgement and Consent is being delivered in, and shall be
governed by and construed and interpreted in accordance with the laws of, the
State of New York. The provisions of Section 3 of the Guarantee and Section 3 of
the Wire Technologies Guarantee are hereby incorporated herein by reference and
made applicable to this Acknowledgement and Consent.

<TABLE>

<S>                             <C>
                                Very truly yours,


                                OMEGA WIRE, INC.
                                OWI CORPORATION
                                WIREKRAFT INDUSTRIES, INC.
                                ECM HOLDING COMPANY
                                WIREKRAFT EMPLOYMENT COMPANY
                                WIRE TECHNOLOGIES, INC.
                                INTERNATIONAL WIRE ROME OPERATIONS., INC.



                                By:   /s/ DAVID J. WEBSTER
                                    -----------------------------------
                                    Name: David J. Webster
                                   Title: Senior Vice President


                                WIRE HARNESS INDUSTRIES, INC.



                                By:   /s/ DAVID J. WEBSTER
                                   ------------------------------------
                                   Name:  David J. Webster
                                   Title: Senior Vice President

</TABLE>

<PAGE>   32


                                                       Amendment to Schedule 1.1
                                                         to the Credit Agreement

                  ADDRESSES FOR NOTICES; TRANCHE A-1 TERM LOAN
                                   COMMITMENTS

ABN -AMRO BANK

Address for Notice:


Attention:
Telecopy:

Tranche A-1 Term Loan Commitment:  $2,500,000.00


BANK OF TOKYO-MITSUBISHI TRUST COMPANY

Address for Notice:
1251 Avenue of the Americas
New York, NY  10020
Attention: Hidekazu Kojima
Telecopy: (212) 782-4981

Tranche A-1 Term Loan Commitment: $2,500,000.00


BANKERS TRUST COMPANY

Address for Notice:
130 Liberty Street
New York, NY  10006
Attention: Gina Thompson
Telecopy: (212) 250-7218

Tranche A-1 Term Loan Commitment: $2,500,000.00



<PAGE>   33



PARIBAS CAPITAL FUNDING LLC

Address for Notice:
2121 San Jacinto Street
Suite 930
Dallas, TX  75201
Attention: Deanna Walker
Telecopy:(214) 969-0260

Tranche A-1 Term Loan Commitment: $2,500,000.00


FIRST UNION NATIONAL BANK

Address for Notice:

Attention:
Telecopy:

Tranche A-1 Term Loan Commitment: $2,500,000.00


THE CHASE MANHATTAN BANK

Address for Notice:
c/o Chase Securities Inc.
10 South LaSalle Street
23rd Floor
Chicago, Illinois 60603
Attention: Jonathan Twichell
Telecopy:(312) 346-9310

Tranche A-1 Term Loan Commitment: $2,500,000.00(1)

------------------

1/   $10,000,000.00 on the Fourth Amendment Effective Date, $2,500,000 of which
     is to be transferred via assignment to Captiva II Finance Ltd. on the day
     following the Fourth Amendment Effective Date, $2,000,000 of which is to be
     transferred via assignment to Senior Debt Portfolio on the Fourth Amendment
     Effective Date, $500,000 of which is to be transferred via assignment to
     Oxford Strategic Income Trust on the Fourth Amendment Effective Date, and
     $2,500,000 of which is to be transferred to Mitsubishi Trust and Banking
     Corporation on January 12, 2000.
<PAGE>   34



CAPTIVA II FINANCE LTD.

Address for Notice:
c/o Trust Company of the West
200 Park Avenue, Suite 2200
New York, New York 10166-0228
Attention: Mark Gould/ Justin Driscoll
Telecopy: (212) 771-4159

c/o Deutsche Bank (Cayman) Limited
P.O. Box 1984 GT, Elizabeth Square
Grand Cayman, Cayman Islands
Attn: Director

c/o State Street Bank & Trust Co.
2nd Avenue de Lafayette Place
Boston, MA 02111
Attention: Greg Monaghan
Telecopy:(617) 664-6367/5368

Tranche A-1 Term Loan Commitment: $2,500,000.00(2)


SENIOR DEBT PORTFOLIO

Address for Notice:
24 Federal Street, 6th floor
Boston, MA  02110
Attention: Gretchan Bergstresser
Telecopy:(617) 695-9594

Tranche A-1 Term Loan Commitment: $2,000,000.00(3)

--------------

2/  Represents $2,500,000.00 to be transferred via assignment from The Chase
    Manhattan Bank on the day following the Fourth Amendment Effective Date.

3/  Represents $2,000,000.00 to be transferred via assignment from The Chase
    Manhattan Bank on the Fourth Amendment Effective Date.
<PAGE>   35



OXFORD STRATEGIC INCOME TRUST

24 Federal Street, 6th floor
Boston, MA  02110
Attention: Gretchan Bergstresser
Telecopy:(617) 695-9594

Tranche A-1 Term Loan Commitment: $500,000.00(4)


THE MITSUBISHI TRUST AND BANKING CORPORATION

Address for Notice:
520 Madison Avenue
25th Floor
New York, NY  10022
Attention: Anthony James Rock
Telecopy: (212) 644-6825

Tranche A-1 Term Loan Commitment: $2,500,000.00(5)


NATEXIS BFCE

Address for Notice:

Attention:
Telecopy:

Tranche A-1 Term Loan Commitment: $2,500,000.00

---------------------

4/   Represents $500,000.00 to be transferred via assignment from The Chase
     Manhattan Bank on the Fourth Amendment Effective - Date.

5/   Represents $2,500,000.00 to be transferred via assignment from The Chase
     Manhattan Bank on January 12, 1999.