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                                                                  EXHIBIT 10.4


                             INTERCREDITOR AGREEMENT

                     (10% Secured Senior Subordinated Notes)

         This INTERCREDITOR AGREEMENT, dated as of October 20, 2004, is entered
into by and among CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois
corporation, 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"), SILVER POINT FINANCE, LLC, a
Delaware limited liability company, in its capacity as agent pursuant to the
Term Loan Agreement (as hereinafter defined) for the lenders from time to time
party thereto (in such capacity, together with its successors and assigns in
such capacity, "Term Loan Agent") and, BNY MIDWEST TRUST COMPANY, an Illinois
Trust Company, in its capacity as trustee pursuant to the Indenture (as
hereinafter defined) for the Noteholders (as hereinafter defined)(in such
capacity, together with its successors and assigns in such capacity, the
"Trustee").

                              W I T N E S S E T H :

         WHEREAS, the Borrowers (as hereinafter defined), International Wire
Group, Inc., a Delaware corporation ("Parent"), certain lenders, and Working
Capital Agent are entering into a Loan and Security Agreement, dated as of
October 20, 2004 (as such agreement may be amended, modified, supplemented,
extended, renewed, or restated, the "Working Capital Loan and Security
Agreement"); and

         WHEREAS, the Borrowers, Parent, certain lenders, and Term Loan Agent
are entering into a Loan and Security Agreement, dated as of October 20, 2004
(as such agreement may be amended, modified, supplemented, extended, renewed, or
restated, the "Term Loan Agreement", and together with the Working Capital Loan
and Security Agreement, the "Senior Loan Agreements"); and

         WHEREAS, Parent, the Borrowers, and the Trustee are entering into the
Indenture, dated as of October 20, 2004, (as such Indenture may be amended,
modified, supplemented, extended, renewed, or restated, the "Indenture")
governing the Parent's 10% Secured Senior Subordinated Notes due 2011 (the "
Notes");

         WHEREAS, it is a condition precedent to the effectiveness of the Senior
Loan Agreements that the Working Capital Agent and the Term Loan Agent (each for
itself and for the benefit of the lenders under each respective facility) and
the Trustee (for itself and for the benefit of the holders of the Notes), enter
into this Agreement;

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and obligations herein set forth and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, and in reliance upon
the representations, warranties and covenants herein contained, the parties
hereto, intending to be legally bound, hereby agree as follows:



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         SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and the plural form of the terms indicated):

         "Agent" shall mean each of the Working Capital Agent and the Term Loan
Agent, including, in each case, any successor thereto exercising substantially
the same rights and powers, or if there is no acting Working Capital Agent,
under the Working Capital Loan Agreement, or Term Loan Agent, under the Term
Loan Agreement, the Required Lenders under such agreement, as applicable.

         "Agent Intercreditor Agreement" means the Intercreditor Agreement dated
as of October 20, 2004, by and between the Working Capital Agent and the Term
Loan Agent.

         "Agreement" shall mean this Agreement, as amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof.

         "Bankruptcy Code" shall mean title 11 of the United States Code (11
U.S.C. 101 et seq.), as amended from time to time and any successor statute.

         "Borrowers" shall mean each entity listed as a "Borrower" on the
signature pages to the addendum hereto, and in each case, their successors and
assigns, including, without limitation, any receiver, trustee or
debtor-in-possession on behalf of such person or on behalf of any successor or
assign.

         "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks are authorized or required to close under
the laws of the State of New York, the State of Illinois or the State of North
Carolina, and a day on which Working Capital Agent, Term Loan Agent and the
Trustee are open for the transaction of business.

         "Common Collateral" shall mean all of the assets and properties of any
Obligor, of any kind whatsoever, whether real or personal, tangible or
intangible, and wherever located, constituting both Senior Lender Collateral and
Noteholder Collateral.

         "Comparable Noteholder Collateral Document" shall mean, in relation to
any Common Collateral subject to any Senior Lender Collateral Document, that
Noteholder Collateral Document which creates a security interest in the same
Common Collateral, granted by one or more of the Obligors, as applicable.

         "Future First-Lien Credit Facility" shall mean the Loan and Security
Agreement or the Term Loan (each as defined in the Indenture), other than the
Working Capital Loan and Security Agreement or Term Loan Agreement, into which
the Borrowers have entered in accordance with the terms of the Term Loan
Agreement or Working Capital Loan and Security Agreement, respectively, then in
effect.

         "Guarantor" shall mean (a) each entity listed as a "Guarantor" on the
signature pages to the Addendum hereto, and in each case, such entity's
successors and assigns, including, without limitation, any receiver, trustee or
debtor-in-possession on behalf of such entity or on behalf of any successor or
assign, and (b) each other Person (other than a Borrower) now or at



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any time hereafter liable on or in respect of any of the Senior Lender Debt or
the Noteholder Debt, and each of such Person's successors and assigns,
including, without limitation, a receiver, trustee or debtor-in-possession on
behalf of such person or on behalf of any such successor or assign.

         "Indenture" shall have the meaning set forth in the recitals hereto.

         "Insolvency Proceeding" shall mean, as to any Person, any of the
following: (a) any case or proceeding with respect to such Person under the
Bankruptcy Code or any other Federal or State bankruptcy, insolvency,
reorganization or other law of any jurisdiction affecting creditors' rights or
any other or similar proceedings seeking any stay, reorganization, arrangement,
composition or readjustment of the obligations and indebtedness of such Person
or (b) any proceeding seeking the appointment of any trustee, receiver,
liquidator, custodian or other insolvency official with similar powers with
respect to such Person or any of its assets or (c) any proceeding for
liquidation, dissolution or other winding up of the business of such Person or
(d) any assignment for the benefit of creditors or any marshaling of assets of
such Person.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, security interest, encumbrance (including, but not limited to,
easements, rights of way and the like), lien (statutory or other), security
agreement or transfer intended as security, including without limitation, any
conditional sale or other title retention agreement, the interest of a lessor
under a capital lease or any financing lease having substantially the same
economic effect as any of the foregoing.

         "Noteholder Debt" shall mean any and all obligations, liabilities and
indebtedness of every kind, nature and description owing by any Obligor to the
Trustee or any of the Noteholders arising under the Noteholder Documents,
whether direct or indirect, absolute or contingent, joint or several, due or not
due, primary or secondary, liquidated or unliquidated, including principal,
interest, charges, fees, costs, indemnities and expenses, however evidenced,
whether as principal, surety, endorser, guarantor or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Indenture or after the commencement of any
Insolvency Proceeding with respect to any Obligor (and including, without
limitation, the payment of interest which would accrue and become due but for
the commencement of such Insolvency Proceeding, whether or not such interest is
allowed or allowable in whole or in part in any such Insolvency Proceeding).

         "Noteholder Collateral" shall mean all of the assets and properties of
any Obligor, of any kind whatsoever, whether real or personal, tangible or
intangible, and wherever located, in which the Trustee now or hereafter holds a
Lien as security for any Noteholder Debt.

         "Noteholder Collateral Agreement" shall mean the Collateral Agreement
dated as of October 20, 2004, among the Parent, the Borrowers, the Trustee and
the Collateral Agent (as defined in the Indenture).

         "Noteholder Collateral Documents" shall mean the Noteholder Collateral
Agreement, the Noteholder Mortgages, and any other document or instrument
executed and delivered at any time pursuant to any Noteholder Document or
otherwise, pursuant to which a



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Lien is granted by an Obligor to secure any Noteholder Debt or under which
rights or remedies with respect to any such Lien are governed, as the same may
be amended, modified, supplemented, extended, renewed, or restated from time to
time.

         "Noteholder Documents" shall mean the Indenture, the Notes (as defined
in the Indenture), the Noteholder Collateral Documents and any other document or
instrument executed and delivered at any time pursuant to any Noteholder
Document or otherwise, with respect to any Noteholder Debt, as the same may be
amended, modified, supplemented, extended, renewed, or restated from time to
time.

         "Noteholder Mortgages" shall mean a collective reference to each
mortgage, deed of trust and any other document or instrument under which any
Lien on real property owned or leased by any Obligor is granted to secure any
Noteholder Debt or under which rights or remedies with respect to any such Liens
are governed, as the same may be amended, modified, supplemented, extended,
renewed, or restated from time to time.

         "Noteholders" shall mean the Persons holding Noteholder Debt.

         "Notes" shall have the meaning set forth in the recitals hereto.

         "Obligor" shall mean, individually and collectively, the Borrowers and
the Guarantors.

         "Person" or "person" shall mean any individual, sole proprietorship,
partnership, corporation (including without imitation, any corporation which
elects subchapter S status under the Internal Revenue Code of 1986, as amended),
limited liability company, limited liability partnership, business trust,
unincorporated association, joint stock company, trust, joint venture, or other
entity or any government or any agency or instrumentality or political
subdivision thereof.

         "Recovery" shall have the meaning set forth in Section 6.5 hereof.

         "Required Lenders" shall mean, with respect to any amendment or
modification of a Senior Loan Agreement, or any termination or waiver of any
provision of a Senior Loan Agreement, or any consent or departure by any of the
Obligors therefrom, those Senior Lenders, the approval of which is required to
approve such amendment or modification, termination or waiver or consent or
departure under such Senior Loan Agreement, as applicable.

         "Senior Lender Collateral" shall mean all of the assets and properties
of any Obligor, of any kind whatsoever, whether real or personal, tangible or
intangible, and wherever located, in which either of the Agents now or hereafter
holds a Lien as security for any Senior Lender Debt.

         "Senior Lender Collateral Documents" shall mean any of the Financing
Agreements under and as defined in each of the Working Capital Loan and Security
Agreement and the Term Loan Agreement pursuant to which a Lien is granted
securing any Senior Lender Debt, as the same may be amended, modified,
supplemented, extended, renewed, or restated from time to time.



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         "Senior Lender Debt" shall mean any and all obligations, liabilities
and indebtedness of every kind, nature and description owing by any Obligor to
either Agent or any of the Senior Lenders arising under the Senior Lender
Documents, whether direct or indirect, absolute or contingent, joint or several,
due or not due, primary or secondary, liquidated or unliquidated, including
principal, interest, charges, fees, costs, indemnities and expenses, however
evidenced, whether as principal, surety, endorser, guarantor or otherwise,
whether now existing or hereafter arising, whether arising before, during or
after the initial or any renewal term of the applicable Senior Lender Documents
or after the commencement of any Insolvency Proceeding with respect to any
Obligor (and including, without limitation, the payment of interest which would
accrue and become due but for the commencement of such Insolvency Proceeding,
whether or not such interest is allowed or allowable in whole or in part in any
such Insolvency Proceeding).

         "Senior Lender Documents" shall mean each of (a) the Working Capital
Loan and Security Agreement and each of the other Financing Agreements (as
defined in the Working Capital Loan and Security Agreement) and (b) the Term
Loan Agreement and each of the other Financing Agreements (as defined in the
Term Loan Agreement), as any of the foregoing may be amended, modified,
supplemented, extended, renewed, or restated from time to time.

         "Senior Lender Termination Date" shall mean the date that both of the
following have occurred: (a) the Working Capital Lenders have received payment
in full in cash or other immediately available funds of all of the Working
Capital Debt (other than contingent indemnity obligations not yet due and
payable), Working Capital Agent shall have received either cash collateral or a
letter of credit with respect to contingent obligations in accordance with
Section 13.1(a) of the Working Capital Loan and Security Agreement and the
agreement of the Working Capital Lenders to make any further loans or provide
any further financial accommodations to Borrowers shall have been terminated;
and (b) the Term Lenders have received payment in full in cash or other
immediately available funds of all of the Term Loan Debt (other than contingent
indemnity obligations not yet due and payable), and the agreement of the Term
Lenders to make any further loans or provide any further financial
accommodations to Borrowers shall have been terminated.

         "Senior Lenders" shall mean the Persons holding Senior Lender Debt,
including, without limitation, the Agents.

         "Senior Loan Agreements" shall have the meaning set forth in the
recitals hereto.

         "Term Loan Agent Designation" shall mean a written notice from the
Working Capital Agent to the Trustee designating the Term Loan Agent as the
Agent to which all proceeds of the Common Collateral should be paid.

         "Trustee" shall include, in addition to the Trustee referred to in the
recitals hereto, the then acting collateral agent under the Indenture and any
successor thereto exercising substantially the same rights and powers, or if
there is no acting collateral agent under the Indenture, the Noteholders holding
a majority in principal amount of Noteholder Debt then outstanding.



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         "Uniform Commercial Code" or "UCC" shall mean the Uniform Commercial
Code of the State of New York, as amended.

         SECTION 2. LIEN PRIORITIES.

         2.1 Acknowledgment of Liens. Each of the Agents hereby acknowledges
that the Trustee acting for and on behalf of the Noteholders has been granted
Liens upon all of the Common Collateral pursuant to the Noteholder Documents to
secure the Noteholder Debt. The Trustee hereby acknowledges that the Working
Capital Agent and the Term Loan Agent acting for and on behalf of Working
Capital Lenders and the Term Lenders, respectively, have been granted Liens upon
all of the Common Collateral pursuant to the Senior Lender Documents to secure
the Senior Lender Debt.

         2.2 Subordination. Notwithstanding the order or time of attachment, or
the order, time or manner of perfection, or the order or time of filing or
recordation of any document or instrument, or other method of perfecting a Lien
in favor of any Agent or Lender in any Collateral, and notwithstanding any
conflicting provisions, terms or conditions of the UCC or any other applicable
law or the Noteholder Documents or the Senior Lender Documents or any other
circumstance whatsoever, the Trustee, on behalf of itself and the Noteholders,
hereby agrees that: (a) any Lien on the Common Collateral securing any or all of
the Senior Lender Debt now or hereafter held by either of the Agents or any of
the Senior Lenders shall be senior and prior to any Lien on the Common
Collateral securing any or all of the Noteholder Debt; and (b) any Lien on the
Common Collateral now or hereafter held by the Trustee or any of the Noteholders
regardless of how acquired, whether by grant, statute, operation of law,
judgment, subrogation or otherwise, shall be junior and subordinate in all
respects to all Liens on the Common Collateral securing any or all of the Senior
Lender Debt. All Liens on the Common Collateral securing any or all of the
Senior Lender Debt shall be and remain senior to all Liens on the Common
Collateral securing any or all of the Noteholder Debt for all purposes, whether
or not any such Liens securing any of the Senior Lender Debt are subordinated to
any Lien securing any other obligation of any Borrower or any Guarantor.

         2.3 Prohibition on Contesting Liens. Each of the Trustee, for itself
and on behalf of each Noteholder, and each Agent, for itself and on behalf of
each Senior Lender for which it is the agent, agrees that it shall not (and
hereby waives any right to) contest or support any other Person in contesting,
in any proceeding (including, without limitation, any Insolvency Proceeding),
the priority, validity or enforceability of a Lien held by the Agents or any of
the Senior Lenders in any of the Senior Lender Collateral or by the Trustee or
any of the Noteholders in any of the Common Collateral, as the case may be.

         2.4 No New Liens. Until the Senior Lender Termination Date, (a) the
Trustee agrees, for itself and on behalf of each Noteholder, that the Trustee
and each Noteholder shall not demand or receive any Lien upon any assets or
properties of any Obligor unless the Agents have been granted a Lien on such
assets or properties which is senior and prior to the Liens thereon of the
Trustee and the Noteholders and (b) the parties hereto agree that, after the
date hereof, if the Trustee or any Noteholder shall nonetheless hold any Lien on
any assets or properties of any Obligor that are not also subject to the senior
and prior Lien of the Agents, the Trustee, upon demand by either Agent, will
either release (or cause the release of) such Lien or assign (or cause



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to be assigned) such Lien to the Working Capital Agent and the Term Loan Agent
(for distribution in accordance with the Agent Intercreditor Agreement), as
security for the Senior Lender Debt.

         SECTION 3. ENFORCEMENT.

         3.1 Exercise of Remedies.

         (a) Prior to the Senior Lender Termination Date, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, (i) the
Trustee and the Noteholders will not (A) exercise or seek to exercise any rights
or remedies (including setoff) with respect to any Common Collateral, or
institute any action or proceeding with respect to such rights or remedies,
including, without limitation, any action of foreclosure, (B) contest, protest
or object to any foreclosure proceeding or action brought by either Agent or any
Senior Lender, or any exercise of any right under any cash management agreement,
landlord waiver or bailee's letter or similar agreement or arrangement or of any
rights and remedies relating to the Common Collateral under the Senior Lender
Documents or otherwise, or (C) object to the forbearance by the Agents and the
Senior Lenders or any of them from bringing or pursuing any foreclosure
proceeding or action or any other exercise of any rights or remedies relating to
the Common Collateral. Prior to the Senior Lender Termination Date, the Agents
and the Senior Lenders shall have the exclusive right to enforce rights,
exercise remedies (including, without limitation, setoff and the right to credit
bid their debt) and make determinations regarding release, disposition, or
restrictions with respect to the Common Collateral without any consultation with
or the consent of the Trustee or any Noteholder. The Trustee, for itself and on
behalf of the Noteholders, agrees that, unless and until the Senior Lender
Termination Date has occurred: the Trustee and the Noteholders will not
commence, or join with any Person (other than the Senior Lenders and the Agents
upon the request thereof) in commencing any enforcement, collection, execution,
levy or foreclosure action or proceeding with respect to any Lien held by it
under any of the Noteholder Documents or otherwise; and the Trustee and the
Noteholders will not take any action that would hinder any exercise of remedies
undertaken by the Agents or any Senior Lender under any of the Senior Lender
Documents, including any sale, lease, exchange, transfer, or other disposition
of any Common Collateral, whether by foreclosure or otherwise. Notwithstanding
the foregoing, however, in any Insolvency Proceeding commenced by or against any
Obligor, the Trustee may file a claim or statement of interest with respect to
the Noteholder Debt, and the Trustee may take any action, not adverse to the
Liens on the Common Collateral securing any of the Senior Lender Debt and
otherwise not inconsistent with the terms and conditions of this Agreement, in
order to preserve or protect the Trustee's Liens in the Common Collateral. In
exercising rights and remedies with respect to the Common Collateral, the Agents
and the Senior Lenders or any of them may enforce the provisions of the Senior
Lender Documents and exercise remedies thereunder, all in such order and in such
manner as they may determine in the exercise of their sole discretion. Such
exercise and enforcement shall include, without limitation, the rights of an
agent appointed by them to sell or otherwise dispose of Common Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and
to exercise all the rights and remedies of a secured party under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under
the Bankruptcy Code or similar laws of any applicable jurisdiction. Without
limiting the generality of the foregoing, unless and until the Senior Lender
Termination Date has occurred, except as expressly provided above in this
Section 3.1(a), the



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sole right of the Trustee and the Noteholders with respect to the Common
Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder
Documents for the period and to the extent granted therein and to receive a
share of the proceeds thereof, if any, after the Senior Lender Termination Date
has occurred.

         (b) The Trustee, for itself and on behalf of the Noteholders, hereby
waives any and all rights it or any of the Noteholders may have as a junior lien
creditor or otherwise to object to the manner in which the Agents or any of the
Senior Lenders seek to enforce or collect any Senior Lender Debt or any Liens
granted in any of the Senior Lender Collateral.

         SECTION 4. PAYMENTS.

         4.1 Application of Proceeds. Until the Senior Lender Termination Date
has occurred, all cash proceeds of Common Collateral received in connection with
any sale or other disposition of, or collection or other realization on, such
Common Collateral (except for payments in respect of the Notes made in
accordance with any provision of the Senior Loan Agreements expressly permitting
such payments) shall be paid to the Agents and shall be applied by the Agents to
the Senior Lender Debt in such order as specified in the Agent Intercreditor
Agreement. On and after the Senior Lender Termination Date, the Agents shall
deliver to the Trustee any Common Collateral and any proceeds of Common
Collateral held by it in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct.

         4.2 Payments Over. Any Common Collateral or proceeds thereof received
by the Trustee or any Noteholder at any time prior to the Senior Lender
Termination Date (except for payments in respect of the Notes made in accordance
with any provision of the Senior Loan Agreements expressly permitting such
payments) shall be segregated and held in trust by the Trustee. The Trustee
shall promptly send written notice to Working Capital Agent (or Term Loan Agent
if the Trustee has received the Term Loan Agent Designation) upon receipt of
such Common Collateral or proceeds and if directed by the Working Capital Agent
(or the Term Loan Agent, if applicable) within five (5) days after receipt by
such Agent of such written notice, shall pay over such Common Collateral or
proceeds to the Working Capital Agent (or to the Term Loan Agent, if applicable)
in the same form as received for distribution in accordance with the Agent
Intercreditor Agreement, with any necessary endorsements, or as a court of
competent jurisdiction may otherwise direct. The Working Capital Agent or the
Term Loan Agent, as the case may be, is hereby authorized to make any such
endorsements as agent for the Trustee or any such Noteholder. This authorization
is coupled with an interest and is irrevocable.

         SECTION 5. OTHER AGREEMENTS.

         5.1 Releases.

         (a) If in connection with:

                  (i) the exercise of the Agents' remedies in respect of any of
         the Common Collateral provided for in Section 3.1, including any sale,
         lease, exchange, transfer, or other disposition of such Common
         Collateral; or



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<PAGE>

                  (ii) any sale, lease, exchange, transfer, or other disposition
         of Common Collateral permitted under the terms of the Senior Loan
         Agreements (whether or not an event of default under, and as defined
         therein, has occurred and is continuing); or

                  (iii) any agreement between the Agents and the Borrowers to
         release the Agents' Lien on any portion of the Common Collateral or to
         release any Guarantor from its obligations under the Senior Loan
         Agreements or any of the other Senior Lender Documents;

the Agents, for themselves or on behalf of the Senior Lenders, release any of
their Liens on any part of the Common Collateral (or any Guarantor from its
obligations under the Senior Loan Agreements or any of the other Senior Lender
Documents), the Liens, if any, of the Trustee, for itself or for the benefit of
the Noteholders, on such Common Collateral (or the obligations of such Guarantor
under its guaranty of the Noteholder Debt, as the case may be) shall be
automatically, unconditionally and simultaneously released and the Trustee, for
itself or on behalf of any such Noteholder, promptly shall execute and deliver
to the Agents or the Borrowers such termination statements, releases and other
documents as the Senior Collateral Agents or the Borrowers may request to
confirm effectively such release.

         (b) The Trustee, for itself and on behalf of the Noteholders, hereby
irrevocably constitutes and appoints each of the Agents and any officer or agent
of such Agent, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Trustee or such Noteholder or in such Agents' names, from time to
time in such Agent's discretion, for the purpose of carrying out the terms of
this Section 5.1, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Section 5.1, including, without limitation, any financing
statement amendments, endorsements or other instruments or transfer or release.
This power is coupled with an interest and is irrevocable.

         5.2 Insurance. Until the Senior Lender Termination Date, the Agents and
the Senior Lenders shall have the sole and exclusive right, subject to the
rights of the Borrowers under the relevant Senior Lender Documents, to adjust
settlement for any insurance policy covering any Common Collateral in the event
of any loss thereunder and to approve any award granted in any condemnation or
similar proceeding affecting any Common Collateral. Until the Senior Lender
Termination Date, all proceeds of any such policy and any such award shall be
paid to the Agents for the benefit of the Senior Lenders to the extent required
under the Senior Loan Agreements and the other Senior Lender Documents and
thereafter to the Trustee for the benefit of the Noteholders to the extent
required under the applicable Noteholder Documents. If the Trustee or any
Noteholder shall, at any time, receive any proceeds of any such insurance policy
or any such award in contravention of this Agreement, it shall pay such proceeds
over to the Working Capital Agent (or the Term Loan Agent if the Trustee has
received the Term Loan Agent Designation) in accordance with the terms of
Section 4.2.

         5.3 Amendments to Noteholder Collateral Documents.

         (a) Without the prior written consent of the Agents and the Required
Lenders, no Noteholder Collateral Document may be amended, supplemented or
otherwise modified or



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<PAGE>

entered into to the extent such amendment, supplement or modification, or the
terms of any new Noteholder Collateral Document, would (i) provide any
restriction on the Obligors' ability to incur Senior Lender Debt, to grant Liens
to the Agents for the benefit of the Senior Lenders or otherwise to perform
their obligations under the Senior Lender Documents, in each case that is more
restrictive than is contained in the Noteholder Documents on the date hereof,
(ii) change the rate of interest payable on or alter the amount or dates for
payment of any principal or other sum due in respect of the Noteholder Debt,
other than to reduce such rate of interest or amount or extend the maturity of
any such payment or (iii) otherwise be inconsistent with any of the terms of any
of the Senior Lender Documents or this Agreement. The Trustee agrees that each
Noteholder Collateral Document shall include the following language:

         "Notwithstanding anything herein to the contrary, the lien and security
         interest granted to the Trustee pursuant to this Agreement and the
         exercise of any right or remedy by the Trustee hereunder are subject to
         the provisions of the Intercreditor Agreement, dated as of October 20,
         2004 (as amended, modified, supplemented or replaced from time to time,
         the "Intercreditor Agreement"), among Congress Financial Corporation
         (Central) and Silver Point Finance LLC, as Agents, and BNY Midwest
         Trust Company, as Trustee. In the event of any conflict between the
         terms of the Intercreditor Agreement and this Agreement, the terms of
         the Intercreditor Agreement shall govern."

In addition, the Trustee agrees that (i) each Noteholder Mortgage covering any
Common Collateral shall contain such other language as the Agents may reasonably
request to reflect the subordination of such Noteholder Mortgage to the Agents'
Mortgages covering such Common Collateral and (ii) each Uniform Commercial Code
financing statement naming the Trustee as secured party covering any Common
Collateral shall contain such other language as the Agents may reasonably
request to reflect the lien subordination agreed to in this Agreement.

         (b) In the event the Agents or the Required Lenders enter into any
amendment, waiver or consent in respect of any of the Senior Lender Collateral
Documents for the purpose of adding to, or deleting from, or waiving or
consenting to any departures from any provisions of, any Senior Lender
Collateral Document or changing in any manner the rights of either Agent, any of
the Senior Lenders, or any of the Obligors thereunder, then such amendment,
waiver or consent shall apply automatically to any comparable provision of the
Comparable Noteholder Collateral Document without the consent of the Trustee or
the Noteholders and without any action by the Trustee or any Obligor; provided,
however, (A) that no such amendment, waiver or consent shall have the effect of
removing assets subject to the Lien of the Noteholder Collateral Documents,
except to the extent that a release of such Lien is required by Section 5.1 and
(B) notice of such amendment, waiver or consent shall have been given to the
Trustee.

         5.4 Rights As Unsecured Creditors. Notwithstanding anything to the
contrary in this Agreement, the Trustee and the Noteholders may exercise rights
and remedies as an unsecured creditor against the Borrowers and its Subsidiaries
in accordance with the terms of the Noteholder Documents and applicable law.
Nothing in this Agreement shall prohibit the receipt by the Trustee or any
Noteholders of the required payments of interest on and principal of the Notes
so long as such receipt is (a) not the direct or indirect result of the exercise
by the Trustee or any Noteholder of rights or remedies as a secured creditor or
enforcement of any Lien held by



                                      -10-
<PAGE>

any of them in contravention of this Agreement and (b) permitted by the terms of
the Indenture (including, without limitation, Article X thereof (Subordination))
and the Senior Lender Documents. In the event the Trustee or any Noteholder
becomes a judgment lien creditor in respect of Common Collateral as a result of
its enforcement of its rights as an unsecured creditor, such judgment lien shall
be subordinated to the Liens securing Senior Lender Debt on the same basis as
the other Liens securing the Noteholder Debt are so subordinated to such Senior
Lender Debt under this Agreement. Nothing in this Agreement modifies any rights
or remedies the Agents or any of the Senior Lenders may have with respect to the
Senior Lender Collateral.

         5.5 Bailee for Perfection.

         (a) Each of the Agents agrees to hold all of the Common Collateral in
its possession or control (or in the possession or control of its agents or
bailees) as bailee for the Trustee solely for the purpose of perfecting the
security interest granted in such Common Collateral pursuant to the Noteholder
Collateral Agreement, subject to the terms and conditions of this Section 5.5.

         (b) Until the Senior Lender Termination Date, the Agents shall be
entitled to deal with the Common Collateral in their possession or control in
accordance with the terms of the Senior Lender Documents as if the Lien of the
Trustee under the Noteholder Security Agreement did not exist. The rights of the
Trustee shall at all times be subject to the terms of this Agreement and to the
Agents' rights under the Senior Lender Documents.

         (c) Neither of the Agents shall have any obligation whatsoever to the
Trustee or any Noteholder to assure that the Common Collateral in such Agent's
possession or control is genuine or owned by any Obligor or to preserve rights
or benefits of any Person except as expressly set forth in this Section 5.5. The
duties or responsibilities of the Agents under this Section 5.5 shall be limited
solely to holding the Common Collateral in their possession or control as bailee
for the Trustee for purposes of perfecting the Lien held by the Trustee and to
using the same degree of care with respect to such Common Collateral as such
Agent uses for similar property pledged to it as collateral for indebtedness
generally.

         (d) The Agents shall not have by reason of the Noteholder Security
Agreement or this Agreement or any other document a fiduciary relationship in
respect of the Trustee or any Noteholder.

         (e) Upon the Senior Lender Termination Date, each of the Agents shall
deliver to the Trustee the Common Collateral in its possession or control (or in
the possession or control of its agents or bailees) together with any necessary
endorsements (or otherwise allow the Trustee to obtain control of such Common
Collateral), or as a court of competent jurisdiction may otherwise direct.

         5.6 When Discharge of Senior Lender Debt Deemed to Not Have Occurred.
If at any time after one of the events described in the definition of the Senior
Lender Termination Date has occurred, the Borrowers designate any Future
First-Lien Credit Facility to be a "Senior Loan Agreement" hereunder in place of
the terminated Senior Loan Agreement, then such event described in the
definition of Senior Lender Termination Date shall automatically be deemed not



                                      -11-
<PAGE>

to have occurred for all purposes of this Agreement (other than with respect to
any actions taken prior to the date of such designation as a result of the
occurrence of such event), and such Future First-Lien Credit Facility shall
automatically be treated as a Senior Loan Agreement for all purposes of this
Agreement, including without limitation for purposes of the Lien priorities and
rights in respect of Common Collateral set forth herein. Upon receipt of notice
of such designation (including the identity of the new Agent thereunder), the
Trustee shall promptly deliver to such Agent any Common Collateral in the
Trustee's possession and control together with any necessary endorsements (or
otherwise allow such Agent to obtain control of such Collateral).

         SECTION 6. INSOLVENCY PROCEEDINGS.

         6.1 Insolvency Proceedings Generally. This Agreement shall be
applicable both before and after the filing of any petition by or against any
Obligor under the Bankruptcy Code or the commencement of any other Insolvency
Proceedings and all converted or succeeding cases in respect thereof, and all
references herein to any Obligor shall be deemed to apply to the trustee for any
Obligor and any Obligor as debtor-in-possession. The relative rights of Working
Capital Agent, Term Loan Agent and Trustee in or to any distributions from or in
respect of any Common Collateral or proceeds of Common Collateral shall continue
after the filing of such petition on the same basis as prior to the date of the
petition, subject to any court order approving the financing of, or use of cash
collateral by, any Obligor as debtor-in-possession.

         6.2 Financing Issues. If any Obligor shall be subject to any Insolvency
Proceeding and either Agent or any Senior Lender shall desire to permit the use
of cash collateral or to permit any Obligor to obtain financing under Section
363 or Section 364 of the Bankruptcy Code ("DIP Financing"), and if (x) the DIP
Financing is secured by Liens on the Common Collateral that are senior to or
pari passu with the Liens of the Senior Lenders on the Common Collateral and (y)
to the extent the Senior Lenders receive replacement liens on post-petition
assets in connection with such DIP Financing, the Trustee, for the benefit of
the Noteholders, receives replacement liens on such post-petition assets that
are junior and subordinate to the Senior Lender's replacement liens to the same
extent as the Trustee's Liens on the Common Collateral are junior and
subordinate to the Senior Lenders' Liens on the Common Collateral, then the
Trustee, on behalf of itself and the Noteholders, agrees that (a) it will not
raise any objection to such use of cash collateral or DIP Financing, (b) it will
not request adequate protection or any other relief in connection therewith, and
(c) it will subordinate its Liens in the Common Collateral to such DIP Financing
(and all obligations secured thereby) on the same basis as the Liens securing
the Noteholder Debt are subordinated to the Liens securing Senior Lender Debt
under this Agreement.

         6.3 Relief from the Automatic Stay. The Trustee, on behalf of itself
and the Noteholders, agrees that, until the Senior Lender Termination Date, none
of them shall seek relief from the automatic stay or any other stay in any
Insolvency Proceeding in respect of the Common Collateral, without the prior
written consent of the Agents and the Required Lenders.

         6.4 Adequate Protection. The Trustee, on behalf of itself and the
Noteholders, agrees that none of them shall contest (or support any other Person
in contesting) (a) any request



                                      -12-
<PAGE>

by any Agent or any of the Senior Lenders for adequate protection or (b) any
objection by any Agent or any of the Senior Lenders to any motion, relief,
action or proceeding based on any Agent or any of the Senior Lenders claiming a
lack of adequate protection. Notwithstanding the foregoing, in any Insolvency
Proceeding, (i) if the Agents or the Senior Lenders (or any subset thereof) are
granted adequate protection in the form of additional collateral in connection
with any DIP Financing or use of its cash collateral under Section 363 or
Section 364 of the Bankruptcy Code, then the Trustee, on behalf of itself or any
of the Noteholders, may seek or request adequate protection in the form of a
replacement Lien on such additional collateral, which Lien is subordinated to
the Liens securing the Senior Lender Debt and such DIP Financing (and all
obligations secured thereby) on the same basis as the other Liens securing the
Noteholder Debt are so subordinated to the Liens securing the Senior Lender Debt
under this Agreement, (ii) the Trustee, on behalf of itself and the Noteholders,
agrees that it will not seek or request adequate protection in respect of its
Liens on the Common Collateral, and (iii) if, notwithstanding the foregoing, the
Trustee or any Noteholder is granted a Lien on additional collateral as adequate
protection for the Noteholder Debt, but the Agents are not granted a senior and
prior Lien on the same collateral with respect to the Senior Lender Debt, then
until the Senior Lender Termination Date, such additional collateral shall be
assigned to the Agents for application to the Senior Lender Debt to the same
extent and on the same terms as proceeds of the Common Collateral.

         6.5 No Waiver. Nothing contained herein shall prohibit or in any way
limit either Agent or any Senior Lender from objecting in any Insolvency
Proceeding or otherwise to any action taken by the Trustee or any of the
Noteholders, including, without limitation, action by the Trustee or any
Noteholder seeking adequate protection or asserting any of its rights and
remedies under the Noteholder Documents or otherwise.

         6.6 Avoidance Recoveries. If any Agent or any Senior Lender is required
in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the
estate of any Obligor any amount (a "Recovery"), then the relevant Senior Lender
Debt shall be reinstated to the extent of such Recovery and such Agent or Senior
Lender shall be entitled to all of the rights and remedies with respect to such
Recovery under the Senior Lender Documents or otherwise that it would have had
if it had not received the payment that formed the basis for such Recovery. If
this Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement.

         6.7 Reorganization Securities. If, in any Insolvency Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any property of the
reorganized debtor are distributed, pursuant to a plan of reorganization or
similar dispositive restructuring plan, both on account of Senior Lender Debt
and Noteholder Debt, then, to the extent the debt obligations distributed on
account of Senior Lender Debt and Noteholder Debt are secured by Liens on the
same property, the provisions of this Agreement will survive the distribution of
such debt obligations pursuant to such plan and will apply with like effect to
the Liens securing such debt obligations.



                                      -13-
<PAGE>

         6.8 Asset Sales in Bankruptcy. The Trustee, for itself and each of the
Noteholders, agrees that it will not object to or oppose a sale or other
disposition of any Common Collateral or other assets, properties or capital
stock securing the Senior Lender Debt (or any portion thereof) free and clear of
security interests, liens or other claims under Section 363 of the Bankruptcy
Code or any other provision of the Bankruptcy Code if the Agents have consented
to such sale or disposition, provided that the Liens of the Trustee in such
Common Collateral attach to the proceeds thereof from such sale with the same
priority relative to the Liens of the Senior Lenders as its Liens in such Common
Collateral.

         6.9 Agreement Not to Commence Insolvency Proceeding. The Trustee, for
itself and on behalf of the Noteholders, agrees not to initiate or prosecute or
encourage any other person to initiate or prosecute any Insolvency Proceeding,
prior to the Senior Lender Termination Date.

         6.10 Voting of Claims. The provisions of Article X of the Indenture
(Subordination) regarding the Agents' rights to file and prosecute the claims of
the Noteholders in respect of the Noteholder Debt in any Insolvency Proceeding
shall apply to all secured claims of the Noteholders in respect of the Liens on
the Common Collateral securing the Noteholder Debt.

         SECTION 7. RELIANCE; WAIVERS; ETC.

         7.1 Reliance. The consent by the Senior Lenders to the Lien on the
Common Collateral granted to the Trustee on behalf of the Noteholders, and all
loans and other extensions of credit made or deemed made on and after the date
hereof by any Agent or any of the Senior Lenders to the Obligors, shall be
deemed to have been given and made in reliance upon this Agreement. The Trustee,
on behalf of itself and the Noteholders, acknowledges that it and the
Noteholders have, independently and without reliance on either Agent or any
Senior Lender, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the
Indenture, this Agreement and the transactions contemplated hereby and thereby,
and they will continue to make their own credit decision in taking or not taking
any action under the Indenture or this Agreement.

         7.2 No Warranties or Liability. The Trustee, on behalf of itself and
the Noteholders, acknowledges and agrees that neither the Agents nor any Senior
Lender has made any express or implied representation or warranty, including,
without limitation, with respect to the execution, validity, legality,
completeness, collectibility, or enforceability of any of the Senior Lender Debt
or the Senior Lender Documents. The Agents and the Senior Lenders will be
entitled to manage and supervise their respective loans and extensions of credit
to the Borrowers in accordance with law and as they may otherwise, in their sole
discretion, deem appropriate, and the Agents and the Senior Lenders may manage
their loans and extensions of credit without regard to any rights or interests
that the Trustee or any of the Noteholders have in the Common Collateral or
otherwise, except as otherwise expressly provided in this Agreement. Neither the
Agents nor any Senior Lender shall have any duty to the Trustee or any of the
Noteholders to act or refrain from acting in a manner which allows, or results
in, the occurrence or continuance of an event of default or default under any
agreements with any Obligor



                                      -14-
<PAGE>

(including, without limitation, the Noteholder Documents), regardless of any
knowledge thereof which they may have or be charged with.

         7.3 No Waiver of Lien Priorities.

         (a) No right of the Senior Lenders, the Agents or any of them to
enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor
or by any act or failure to act by any Senior Lender or either Agent, or by any
noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the Senior Lender Documents or any of the Noteholder
Documents, regardless of any knowledge thereof which the Agents or the Senior
Lenders, or any of them, may have or be otherwise charged with.

         (b) Without in any way limiting the generality of the foregoing
paragraph (but subject to the rights of the Obligors under the Senior Lender
Documents), the Senior Lenders, the Agents or any of one or more of them may, at
any time and from time to time, without the consent of, or notice to, the
Trustee or any Noteholder, without incurring any liabilities to the Trustee or
any Noteholder and without impairing or releasing the lien priorities and other
benefits provided in this Agreement (even if any right of subrogation or other
right or remedy of the Trustee or any Noteholder is affected, impaired or
extinguished thereby) do any one or more of the following:

                  (i) change the manner, place or terms of payment or change or
         extend the time of payment of, or renew, exchange, amend, increase or
         alter, the terms of any of the Senior Lender Debt or any Lien in any
         Senior Lender Collateral or guaranty thereof or any liability of any
         Obligor or any other Person to any of the Senior Lenders or either
         Agent (including, without limitation, any increase in or extension of
         any of the Senior Lender Debt, without any restriction as to the
         amount, tenor or terms of any such increase or extension) or otherwise
         amend, renew, exchange, extend, modify or supplement in any manner any
         of the Senior Lender Documents;

                  (ii) sell, exchange, release, surrender, realize upon, enforce
         or otherwise deal with in any manner and in any order any part of the
         Senior Lender Collateral or any liability of any Obligor or any other
         Person to any of the Senior Lenders or either Agent, or any liability
         incurred directly or indirectly in respect thereof;

                  (iii) settle or compromise any Senior Lender Debt or any other
         liability of any Obligor or any other Person or any Lien therefor or
         any liability incurred directly or indirectly in respect thereof and
         apply any sums by whomsoever paid and however realized to any liability
         (including, without limitation, any of the Senior Lender Debt) in any
         manner or order; and

                  (iv) exercise or delay in or refrain from exercising any right
         or remedy against any Obligor or any other Person or any Senior Lender
         Collateral or any Lien therefor, elect any remedy and otherwise deal
         freely with any Obligor or any other Person or any Senior Lender
         Collateral or any Lien therefor.



                                      -15-
<PAGE>

         (c) The Trustee, on behalf of itself and the Noteholders, also agrees
that the Senior Lenders and the Agents shall have no liability to the Trustee or
any Noteholder, and the Trustee, on behalf of itself and the Noteholders, hereby
waives any claim against any Senior Lender or either Agent, arising out of any
and all actions which any of the Senior Lenders or either Agent may take or
permit or omit to take with respect to: (i) any of the Senior Lender Documents,
(ii) the collection of any of the Senior Lender Debt or (iii) the foreclosure
upon, or sale, liquidation or other disposition of, any of the Senior Lender
Collateral. The Trustee, on behalf of itself and the Noteholders, agrees that
the Senior Lenders and the Agents have no duty to them in respect of the
maintenance or preservation of the Senior Lender Collateral, the Senior Lender
Debt or otherwise.

         (d) The Trustee, on behalf of itself and the Noteholders, agrees not to
assert and hereby waives, to the fullest extent permitted by law, any right to
demand, request, plead or otherwise assert or otherwise claim the benefit of,
any marshalling, appraisal, valuation or other similar right that may otherwise
be available under applicable law or any other similar rights a junior secured
creditor may have under applicable law.

         7.4 Obligations Unconditional. All rights, interests, agreements and
obligations of the Agents and the Senior Lenders and the Trustee and the
Noteholders, respectively, hereunder shall remain in full force and effect
irrespective of:

         (a) any lack of validity or enforceability of any Senior Lender
Documents or any Noteholder Documents;

         (b) any change in the time, manner or place of payment of, or in any
other terms of, all or any of the Senior Lender Debt or Noteholder Debt, or any
amendment or waiver or other modification (including, without limitation, any
increase in the amount thereof, whether by course of conduct or otherwise) of
the terms of the Senior Loan Agreements or any other Senior Lender Document or
of the terms of the Indenture or any other Noteholder Document;

         (c) any amendment, waiver or other modification, whether in writing or
by course of conduct or otherwise, of all or any of the Senior Lender Debt or
Noteholder Debt or any guarantee thereof;

         (d) the commencement of any Insolvency Proceeding in respect of any
Obligor; or

         (e) any other circumstances which otherwise might constitute a defense
available to, or a discharge of, any Obligor in respect of any of the Senior
Lender Debt, or of the Trustee or any Noteholder in respect of this Agreement.

Nothing in this Section 7.4 shall be construed as a consent or waiver by either
Agent or any Senior Lender to any action by the Trustee or the Noteholders or
under any of the Noteholder Documents that is not otherwise permitted under the
Senior Lender Documents.



                                      -16-
<PAGE>

         SECTION 8. MISCELLANEOUS.

         8.1 Conflicts. In the event of any conflict between the provisions of
this Agreement and the provisions of any of the Senior Lender Documents or the
Noteholder Documents, the provisions of this Agreement shall govern. In the
event of any conflict between any instruction, request or direction given by
either Agent to the Trustee or any Noteholder hereunder and any instruction,
request or direction given by any Senior Lender to the Trustee or any Noteholder
hereunder, the instruction, request or direction given by such Agent shall
govern.

         8.2 Continuing Nature of this Agreement. This Agreement shall continue
to be effective until the Senior Lender Termination Date shall have occurred.
This is a continuing agreement of lien subordination and the Agents and Senior
Lenders may continue, at any time and without notice to the Trustee or any
Noteholder, to extend credit and other financial accommodations and lend monies
to or for the benefit of the Obligors in reliance on this Agreement. The
Trustee, on behalf of itself and the Noteholders, hereby waives any right it may
have under applicable law to revoke this Agreement or any of the provisions of
this Agreement. The terms of this Agreement shall survive, and shall continue in
full force and effect, in any Insolvency Proceeding.

         8.3 Amendments; Waivers. No amendment, modification or waiver of any of
the provisions of this Agreement shall be deemed to be made unless the same
shall be in writing signed by the Trustee and each Agent and each waiver, if
any, shall be a waiver only with respect to the specific instance involved and
shall in no way impair the rights of the parties making such waiver or the
obligations of the other parties to such party in any other respect or at any
other time. The Parent, the Borrowers and Guarantors shall not have any right to
amend, modify or waive any provision of this Agreement, nor shall any consent or
signed writing be required of any of them to effect any amendment, modification
or waiver of any provision of this Agreement.

         8.4 Information Concerning Financial Condition of the Company, the
Borrowers and its Subsidiaries. The Agents and the Senior Lenders, on the one
hand, and the Trustee and the Noteholders, on the other hand, shall each be
responsible for keeping themselves informed of (a) the financial condition of
the Parent, the Borrowers and their Subsidiaries and all Obligors in respect of
the Senior Lender Debt or the Noteholder Debt, as the case may be, and (b) all
other circumstances bearing upon the risk of nonpayment of the Senior Lender
Debt or the Noteholder Debt. The Agents and the Senior Lenders shall have no
duty to advise the Trustee or any Noteholder of information known to it or them
regarding such condition or any such circumstances or otherwise. In the event
either of the Agents or any of the Senior Lenders, in its or their sole
discretion, undertakes at any time or from time to time to provide any such
information to the Trustee or any Noteholder, it or they shall be under no
obligation (x) to provide any additional information or to provide any such
information on any subsequent occasion, (y) to undertake any investigation or
(z) to disclose any information which, pursuant to accepted or reasonable
commercial finance practices, such party wishes to maintain confidential.

         8.5 [Intentionally Omitted]



                                      -17-
<PAGE>

         8.6 Application of Payments. As between the Agents and the Senior
Lenders, on the one hand, and the Trustee and the Noteholders, on the other
hand, all payments received by the Agents or the Senior Lenders may be applied,
reversed and reapplied, in whole or in part, to such part of the Senior Lender
Debt as the Agents and/or the Senior Lenders, in their sole discretion, deem
appropriate. The Trustee, on behalf of itself and the Noteholders, assents to
any extension or postponement of the time of payment of the Senior Lender Debt
or any part thereof and to any other indulgence with respect thereto, to any
substitution, exchange or release of any Common Collateral which may at any time
secure any part of the Senior Lender Debt and to the addition or release of any
other Person primarily or secondarily liable therefor.

         8.7 Notices. All notices to the Noteholders and the Senior Lenders
permitted or required under this Agreement may be sent to the Trustee and the
Agents, respectively. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, telecopied, electronically mailed or sent
by courier service or U.S. mail and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of a telecopy or
electronic mail or four Business Days after deposit in the U.S. mail (registered
or certified, with postage prepaid and properly addressed). For the purposes
hereof, the addresses of the parties hereto shall be as set forth below each
party's name on the signature pages hereto, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the
other parties.

         8.8 Further Assurances. The Trustee, on behalf of itself and the
Noteholders, agrees that each of them shall take such further action and shall
execute and deliver to the Agents and the Senior Lenders such additional
documents and instruments (in recordable form, if requested) as the Agents or
the Senior Lenders may reasonably request to effectuate the terms of and the
lien priorities contemplated by this Agreement.

         8.9 Governing Law. This Agreement has been delivered and accepted at
and shall be deemed to have been made at New York, New York and shall be
governed by and construed and enforced in accordance with the laws of the State
of New York.

         8.10 Binding on Successors and Assigns. This Agreement shall be binding
upon the Agents, the Senior Lenders, the Trustee, the Noteholders and their
respective permitted successors and assigns.

         8.11 Specific Performance. The Agents may demand specific performance
of this Agreement. The Trustee, on behalf of itself and the Noteholders, hereby
irrevocably waives any defense based on the adequacy of a remedy at law and any
other defense which might be asserted to bar the remedy of specific performance
in any action which may be brought by the Agents.

         8.12 Section Titles; Time Periods; Capacities. The section titles
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Agreement. In the
computation of time periods, unless otherwise specified, the word "from" means
"from and including" and each of the words "to" and "until" means "to but
excluding" and the word "through" means "to and including". All references to



                                      -18-
<PAGE>

any Borrower or any Guarantor shall include such Borrower or such Guarantor as
an obligor under the Senior Lender Documents, regardless of its capacity as a
borrower or guarantor thereunder.

         8.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which shall together
constitute one and the same document. Delivery of an executed counterpart of
this Agreement by telefacsimile or electronic transmission shall be equally as
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telefacsimile or
electronic transmission also shall deliver an original executed counterpart of
this Agreement, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement.

         8.14 Authorization. By its signature, each Person executing this
Agreement on behalf of a party hereto represents and warrants to the other
parties hereto that it is duly authorized to execute this Agreement. By its
signature, the Trustee represents and warrants to the Agents that BNY Midwest
Trust Company, as trustee, has Liens on assets of the Parent, the Borrowers or
any of its Subsidiaries only in its capacity as Trustee and not in any other
capacity or in its individual capacity.

         8.15 No Third Party Beneficiaries. This Agreement and the rights and
benefits hereof shall inure to the benefit of the Agents and the Senior Lenders
and their respective successors and assigns and the Trustee and the Noteholders
and their respective permitted successors and assigns. No other Person shall
have or be entitled to assert rights or benefits hereunder.

         8.16 Rights as Between Agents. With respect to the rights and the
exercise of rights hereunder of the Working Capital Agent and the Working
Capital Lenders, on the one hand, and the rights and the exercise of rights
hereunder of the Term Loan Agent and the Term Lenders, on the other hand, the
terms of the Agent Intercreditor Agreement shall be controlling.



                                      -19-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                      CONGRESS FINANCIAL CORPORATION (CENTRAL)
                                        as Agent for the Working Capital Lenders

                                       By: /s/ [ILLEGIBLE]
                                           ------------------------------------
                                           Name: [ILLEGIBLE]
                                           Title: S.V.P.


                                       Address:

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

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

                                       Attention:
                                       Telecopy No.:
                                       email address:


                                       SILVER POINT FINANCE, LLC,
                                         as Agent for the Term Lenders


                                       By: /s/ JEFFREY A. GELFAND
                                           ------------------------------------
                                           Name: Jeffrey A. Gelfand
                                           Title: Chief Financial Officer

                                       Attention:
                                       Telecopy No.:
                                       email address:


                                         BNY MIDWEST TRUST COMPANY,
                                           as Trustee

                                         By: /s/ M. CALLAHAN
                                            ------------------------------------
                                              Name: M. Callahan
                                              Title: Assistant Vice President

                                         Address:
                                         2 N. LaSalle Street, Suite 1020
                                         ---------------------------------------
                                         Chicago, IL 60602
                                         ---------------------------------------

                                         Attention: Corporate Trust Department
                                         Telecopy No.: 312-827-8542
                                         email address: mcallahan@bankofny.com



                                      -20-
<PAGE>


                             OBLIGOR ACKNOWLEDGMENT

                  Each of the undersigned hereby acknowledges and agrees to the
foregoing terms and provisions. By its signature below, each of the undersigned
agrees that it will, together with its successors and assigns, be bound by the
provisions of the within and foregoing Intercreditor Agreement.

                  Each of the undersigned agrees that any Agent possessing
Collateral does so as bailee (under the UCC) for the other Agent and the
Trustee, to the extent each has a Lien on such Collateral, and is hereby
authorized to and may turn over to the other Agent or the Trustee, in accordance
with the foregoing Intercreditor Agreement, after all obligations and
indebtedness of the undersigned to the bailee Agent have been fully paid and
performed.

                  Each of the undersigned acknowledges and agrees that: (i)
although it may sign this Obligor Acknowledgment to the Intercreditor Agreement
it is not a party thereto and does not and will not receive any right, benefit,
priority or interest under or because of the existence of the foregoing
Intercreditor Agreement, 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 either of the Agents to effectuate the provisions and
purposes of the foregoing Intercreditor Agreement.




                                         IWG RESOURCES LLC,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention:
                                         Telecopy No.:
                                         email address:


                                         OWI CORPORATION,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:



                                      -21-
<PAGE>

                                         INTERNATIONAL WIRE ROME
                                         OPERATIONS, INC.,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:


                                         OMEGA WIRE, INC.,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:


                                         CAMDEN WIRE CO., INC.,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:


                                      -22-
<PAGE>

                                         WIRE TECHNOLOGIES, INC.,
                                           as Borrower

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:


                                         INTERNATIONAL WIRE GROUP, INC.,
                                           as Parent

                                         By: /s/ JOSEPH M. FIAMINGO
                                            ------------------------------------
                                              Name: Joseph M. Fiamingo
                                              Title: Chief Executive Officer

                                         Address:
                                         101 S. Hanley Road, Suite 1050
                                         ---------------------------------------
                                         St. Louis, MO 63105
                                         ---------------------------------------

                                         Attention: Chief Executive Officer
                                         Telecopy No.:
                                         email address:



                                      -23-