##### 



Exhibit 10.5




---



##### 



Section
    
    
    
    Page1.
    
    AUTHORIZATION OF NOTES
    
    
    11.1.                         Amount; Establishment of Series
    
    
    11.2.                         The Series 2006-A Notes
    
    
    21.3.                         Floating Interest Rate Provisions for Floating Rate Notes
    
    
    21.4.                         Guaranties; Release of Subsidiary Guaranty
    
    
    42.
    
    SALE AND PURCHASE OF SERIES 2006-A NOTES
    
    
    43.
    
    CLOSING
    
    
    44.
    
    CONDITIONS TO CLOSING
    
    
    54.1.                         Representations and Warranties
    
    
    54.2.                         Performance; No Default
    
    
    54.3.                         Compliance Certificates
    
    
    54.4.                         Opinions of Counsel
    
    
    54.5.                         Purchase Permitted By Applicable Law, etc
    
    
    64.6.                         Sale of Other Notes
    
    
    64.7.                         Payment of Special Counsel Fees
    
    
    64.8.                         Private Placement Number
    
    
    64.9.                         Changes in Corporate Structure
    
    
    64.10.                        Guaranties
    
    
    74.11.                        Amendment to the Credit Agreement
    
    
    74.12.                        Funding Instructions
    
    
    74.13.                        Proceedings and Documents
    
    
    75.
    
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    75.1.                         Organization; Power and Authority
    
    
    75.2.                         Authorization, etc
    
    
    85.3.                         Disclosure
    
    
    85.4.                         Organization and Ownership of Shares of Subsidiaries
    
    
    85.5.                         Financial Statements
    
    
    95.6.                         Compliance with Laws, Other Instruments, etc
    
    
    95.7.                         Governmental Authorizations, etc
    
    
    105.8.                         Litigation; Observance of Statutes and Orders
    
    
    105.9.                         Taxes
    
    
    115.10.                        Title to Property; Leases
    
    
    115.11.                        Licenses, Permits, etc
    
    
    115.12.                        Compliance with ERISA
    
    
    125.13.                        Private Offering by the Company
    
    
    135.14.                        Use of Proceeds; Margin Regulations
    
    
    135.15.                        Existing Debt
    
    
    13
 i




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##### 



Section
    
    
    
    Page5.16.                        Foreign Assets Control Regulations, Etc
    
    
    145.17.                        Status under Certain Statutes
    
    
    145.18.                        Environmental Matters
    
    
    145.19.                        Solvency of Subsidiary Guarantors
    
    
    156.
    
    REPRESENTATIONS OF THE PURCHASERS
    
    
    156.1.                         Purchase for Investment
    
    
    156.2.                         Source of Funds
    
    
    157.
    
    INFORMATION AS TO THE PARENT AND THE COMPANY
    
    
    177.1.                         Financial and Business Information
    
    
    177.2.                         Officers Certificate
    
    
    207.3.                         Inspection
    
    
    218.
    
    PREPAYMENT OF THE NOTES
    
    
    218.1.                         Required Prepayments of Series 2006-A Notes
    
    
    218.2.                         Optional Prepayments
    
    
    218.3.                         Allocation of Partial Prepayments
    
    
    228.4.                         Maturity; Surrender, etc
    
    
    228.5.                         Purchase of Notes
    
    
    238.6.                         Make-Whole Amount
    
    
    238.7.                         LIBOR Breakage Amount
    
    
    259.
    
    AFFIRMATIVE COVENANTS
    
    
    259.1.                         Compliance with Law
    
    
    259.2.                         Insurance
    
    
    259.3.                         Maintenance of Properties
    
    
    269.4.                         Payment of Taxes
    
    
    269.5.                         Corporate Existence, etc
    
    
    269.6.                         Additional Subsidiary Guarantors
    
    
    269.7.                         Ranking of Notes
    
    
    2710.
    
    NEGATIVE COVENANTS
    
    
    2710.1.                        Consolidated Debt.
    
    
    2710.2.                        Interest Coverage
    
    
    2710.3.                        Priority Debt
    
    
    2710.4.                        Liens
    
    
    2810.5.                        Mergers, Consolidations, etc.
    
    
    2910.6.                        Sale of Assets
    
    
    3010.7.                        Designation of Restricted and Unrestricted Subsidiaries
    
    
    3110.8.                        Nature of Business
    
    
    3110.9.                        Transactions with Affiliates
    
    
    3211.
    
    EVENTS OF DEFAULT
    
    
    3212.
    
    REMEDIES ON DEFAULT, ETC
    
    
    3412.1.                        Acceleration
    
    
    3412.2.                        Other Remedies
    
    
    35
 ii




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##### 



Section
    
    
    
    Page12.3.                        Rescission
    
    
    3512.4.                        No Waivers or Election of Remedies, Expenses, etc
    
    
    3613.
    
    REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
    
    
    3613.1.                        Registration of Notes
    
    
    3613.2.                        Transfer and Exchange of Notes
    
    
    3613.3.                        Restriction on Transfer to Competitor
    
    
    3713.4.                        Replacement of Notes
    
    
    3714.
    
    PAYMENTS ON NOTES
    
    
    3714.1.                        Place of Payment
    
    
    3714.2.                        Home Office Payment
    
    
    3815.
    
    EXPENSES, ETC
    
    
    3815.1.                        Transaction Expenses
    
    
    3815.2.                        Survival
    
    
    3916.
    
    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
    
    
    3917.
    
    AMENDMENT AND WAIVER
    
    
    3917.1.                        Requirements
    
    
    3917.2.                        Solicitation of Holders of Notes
    
    
    3917.3.                        Binding Effect, etc
    
    
    4017.4.                        Notes held by Company, etc
    
    
    4018.
    
    NOTICES
    
    
    4019.
    
    REPRODUCTION OF DOCUMENTS
    
    
    4120.
    
    CONFIDENTIAL INFORMATION
    
    
    4121.
    
    SUBSTITUTION OF PURCHASER
    
    
    4222.
    
    MISCELLANEOUS
    
    
    4322.1.                        Successors and Assigns
    
    
    4322.2.                        Payments Due on Non-Business Days
    
    
    4322.3.                        Severability
    
    
    4322.4.                        Construction
    
    
    4322.5.                        Counterparts
    
    
    4322.6.                        Governing Law
    
    
    4422.7.                        Limitation on Interest
    
    
    4422.8.                        Submission to Jurisdiction
    
    
    4522.9.                        Waiver of Jury Trial
    
    
    45
 iii




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SCHEDULE A
    
    
    
    Information Relating to PurchasersSCHEDULE B
    
    
    
    Defined TermsSCHEDULE 5.3
    
    
    
    Disclosure MaterialsSCHEDULE 5.4
    
    
    
    Subsidiaries and Ownership of Subsidiary StockSCHEDULE 5.5
    
    
    
    Financial StatementsSCHEDULE 5.14
    
    
    
    Use of ProceedsSCHEDULE 5.15
    
    
    
    DebtEXHIBIT 1.1(a)
    
    
    
    Form of Fixed Rate NoteEXHIBIT 1.1(b)
    
    
    
    Form of Floating Rate NoteEXHIBIT 1.1(c)
    
    
    
    Form of SupplementEXHIBIT 1.2
    
    
    
    Form of Series 2006-A Senior NoteEXHIBIT 1.4(a)
    
    
    
    Form of Parent GuarantyEXHIBIT 1.4(b)
    
    
    
    Form of Subsidiary GuarantyEXHIBIT 4.4(a)
    
    
    
    Form of Opinion of Counsel for the CompanyEXHIBIT 4.4(b)
    
    
    
    Form of Opinion of Special Counsel to the Purchasers
 iv




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##### 



1. AUTHORIZATION OF NOTES.
 1.1. Amount; Establishment of Series.




---



##### 



pari passu
     1.2. The Series 2006-A Notes.
  1.3. Floating Interest Rate Provisions for Floating Rate Notes.
 Adjusted LIBOR Rate
 2




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##### 



LIBOR
 Reuters Screen LIBO Page
 Determination of the Adjusted LIBOR Rate
 Interest Period Interest Period
 3




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##### 



1.4. Guaranties; Release of Subsidiary Guaranty.
 Guaranties
 Release of Subsidiary Guaranty
 2. SALE AND PURCHASE OF SERIES 2006-A NOTES.
  3. CLOSING.
  4




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##### 



th
 4. CONDITIONS TO CLOSING.
  4.1. Representations and Warranties.
  4.2. Performance; No Default.
  4.3. Compliance Certificates.
 Officers Certificate
 Secretarys Certificate
 4.4. Opinions of Counsel.
  5




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##### 



4.5. Purchase Permitted By Applicable Law, etc.
  4.6. Sale of Other Notes.
  4.7. Payment of Special Counsel Fees.
  4.8. Private Placement Number.
  4.9. Changes in Corporate Structure.
  4.10. Guaranties.
  6




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##### 



4.11. Amendment to the Credit Agreement.
  4.12. Funding Instructions.
  4.13. Proceedings and Documents.
  5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
  5.1. Organization; Power and Authority.
  5.2. Authorization, etc.
  7




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##### 



5.3. Disclosure.
  5.4. Organization and Ownership of Shares of Subsidiaries.
   8




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##### 



5.5. Financial Statements.
  5.6. Compliance with Laws, Other Instruments, etc.
  9




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##### 



5.7. Governmental Authorizations, etc.
  5.8. Litigation; Observance of Statutes and Orders.
   5.9. Taxes.
  10




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##### 



5.10. Title to Property; Leases.
  5.11. Licenses, Permits, etc.
     5.12. Compliance with ERISA.
  11




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##### 



5.13. Private Offering by the Company.
  12




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##### 



5.14. Use of Proceeds; Margin Regulations.
  5.15. Existing Debt.
   5.16. Foreign Assets Control Regulations, Etc.
  13




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##### 



5.17. Status under Certain Statutes.
  5.18. Environmental Matters.
     14




---



##### 



5.19. Solvency of Subsidiary Guarantors.
  6. REPRESENTATIONS OF THE PURCHASERS.
 6.1. Purchase for Investment.
  6.2. Source of Funds.
   15




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##### 



16




---



##### 



7. INFORMATION AS TO THE PARENT AND THE COMPANY.
 7.1. Financial and Business Information.
  Quarterly Statements
     Annual Statements
 17




---



##### 



Unrestricted Subsidiaries
 SEC and Other Reports
 18




---



##### 



Notice of Default or Event of Default
 ERISA Matters
    Notices from Governmental Authority
 Requested Information
 19




---



##### 



Supplements to Agreement
 7.2. Officers Certificate.
  Covenant Compliance
 Event of Default
 7.3. Inspection.
  No Default
 20




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##### 



Default
 8. PREPAYMENT OF THE NOTES.
 8.1. Required Prepayments of Series 2006-A Notes.
  8.2. Optional Prepayments.
  Fixed Rate Notes
 Floating Rate Notes
 21




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##### 



If Prepaid During the Period
    
    Prepayment PremiumSeptember 28, 2006 through
September 29, 2007
    
    
    1.0
    %September 30, 2007 and thereafter
    
    
    0.0
    %
   8.3. Allocation of Partial Prepayments.
  8.4. Maturity; Surrender, etc.
  8.5. Purchase of Notes.
  22




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##### 



8.6. Make-Whole Amount.
 Make-Whole Amount
 Called Principal
 Discounted Value
 Reinvestment Yield
 23




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##### 



Remaining Average Life
 Remaining Scheduled Payments
 Settlement Date
 8.7. LIBOR Breakage Amount.
  24




---



##### 



9. AFFIRMATIVE COVENANTS.
  9.1. Compliance with Law.
  9.2. Insurance.
  9.3. Maintenance of Properties.
  9.4. Payment of Taxes.
  25




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##### 



9.5. Corporate Existence, etc.
  9.6. Additional Subsidiary Guarantors.
     26




---



##### 



9.7. Ranking of Notes.
 pari passu
 10. NEGATIVE COVENANTS.
  10.1. Consolidated Debt.
  10.2. Interest Coverage.
  10.3. Priority Debt.
  10.4. Liens.
    27




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##### 



28




---



##### 



10.5. Mergers, Consolidations, etc.
        29




---



##### 



10.6. Sale of Assets.
           10.7. Designation of Restricted and Unrestricted Subsidiaries.
  30




---



##### 



10.8. Nature of Business.
  10.9. Transactions with Affiliates.
  31




---



##### 



11. EVENTS OF DEFAULT.
        32




---



##### 



33




---



##### 



12. REMEDIES ON DEFAULT, ETC.
 12.1. Acceleration.
     34




---



##### 



12.2. Other Remedies.
  12.3. Rescission.
  12.4. No Waivers or Election of Remedies, Expenses, etc.
  35




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##### 



13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
 13.1. Registration of Notes.
  13.2. Transfer and Exchange of Notes.
  13.3. Restriction on Transfer to Competitor.
  36




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##### 



13.4. Replacement of Notes.
     14. PAYMENTS ON NOTES.
 14.1. Place of Payment.
  14.2. Home Office Payment.
  37




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##### 



15. EXPENSES, ETC.
 15.1. Transaction Expenses.
  15.2. Survival.
  16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
  38




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##### 



17. AMENDMENT AND WAIVER.
 17.1. Requirements.
  17.2. Solicitation of Holders of Notes.
 Solicitation
 Payment
 39




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##### 



17.3. Binding Effect, etc.
  17.4. Notes held by Company, etc.
  18. NOTICES.
      40




---



##### 



19. REPRODUCTION OF DOCUMENTS.
  20. CONFIDENTIAL INFORMATION.
  41




---



##### 



21. SUBSTITUTION OF PURCHASER.
  22. MISCELLANEOUS.
 22.1. Successors and Assigns.
  22.2. Payments Due on Non-Business Days.
  42




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##### 



22.3. Severability.
  22.4. Construction.
  22.5. Counterparts.
  22.6. Governing Law.
  22.7. Limitation on Interest.
  43




---



##### 



22.8. Submission to Jurisdiction.
 Any litigation based hereon, or arising out of, under or in connection with this Agreement or
the Notes, may be brought and maintained in the courts of the State of
Illinois or in the United States District Court for the Northern District of Illinois. Each of the
Company and the Parent expressly and irrevocably submits to the jurisdiction of the courts of the
State of Illinois and of the United States District Court for the Northern District of Illinois for
the purpose of any such litigation as set forth above. Each of the Company and the Parent further
irrevocably consents to the service of process by registered mail, postage prepaid, to the address
specified in Section 18 or by personal service within or without the State of Illinois. Each of
the Company and the Parent expressly and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such litigation has been brought
in an inconvenient forum.
 44




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##### 



22.9. Waiver of Jury Trial.
 Each of the Company and the Parent waives any right to a trial by jury in any action or
proceeding to enforce or defend any rights under this Agreement or under any amendment, instrument,
document or Agreement delivered or that may in the future be delivered in connection herewith and
agrees that any such action or proceeding shall be tried before a court and not before a jury.
  45




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##### 



Very truly yours,ENCORE WIRE LIMITED
By its General Partner, EWC GP CORP.By:
    
    /s/ Frank J. BilbanName:
    
    Frank J. BilbanTitle:
    
    Vice President- Finance, Treasurer and SecretaryENCORE WIRE CORPORATIONBy:
    
    /s/ Daniel L. JonesName:
    
    Daniel L. JonesTitle:
    
    President and Chief Executive Officer
 S-1




---



##### 



By:
    
    /s/ Judith A. GulottaName:
    
    Judith A. GulottaTitle:
    
    DirectorMETLIFE INSURANCE COMPANY OF CONNECTICUTBy:
    
    /s/ Judith A. GulottaName:
    
    Judith A. GulottaTitle:
    
    Vice President
 S-2




---



##### 



GREAT-WEST LIFE & ANNUITY INSURANCE COMPANYBy:
    
    /s/ Tad AndersonName:
    
    Tad AndersonTitle:
    
    Asst. V.P., InvestmentsBy:
    
    /s/ J.G. LoweryName:
    
    J.G. LoweryTitle:
    
    Asst. V.P., Investments
 S-3




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##### 



SCHEDULE A
  Principal Amount ofName of Purchaser
    
    Notes to be PurchasedMetropolitan Life Insurance Company
    
    $
    37,000,000
  (1)
    
    All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
 Bank Name:
    
    JPMorgan Chase BankABA Routing #:
    
    021-000-021Account No.:
    
    002-2-410591Account Name:
    
    Metropolitan Life Insurance CompanyRef:
    
    Encore Wire
   (2)
    
    All notices and communications:Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Facsimile (973) 355-4250With a copy OTHER than with respect to deliveries of financial statementsto:Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Facsimile (973) 355-4338




---



##### 



(3)
    
    Original notes delivered to:Metropolitan Life Insurance Company
Securities Investments, Law Department
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Thomas Pasuit, Esq.
   2




---



##### 



SCHEDULE A
  Principal Amount ofName of Purchaser
    
    Notes to be PurchasedMetlife Insurance Company of Connecticut
    
    $
    8,000,000
  (1)
    
    All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
 Bank Name:
    
    JPMorgan Chase BankABA Routing #:
    
    021-000-021Account No.:
    
    910-2-587434Account Name:
    
    Metlife Insurance Company of ConnecticutRef:
    
    Encore Wire
 with sufficient information to identify the source and application of such funds, including
issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make
whole amount or otherwise.For all payments other than scheduled payments of principal and interest, the Company shall
seek instructions from the holder, and in the absence of instructions to the contrary, will
make such payments to the account and in the manner set forth above.(2)
    
    All notices and communications:Metlife Insurance Company of Connecticut
c/o Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Facsimile (973) 355-4250
  3




---



##### 



With a copy OTHER than with respect to deliveries of financial statementsto:Metlife Insurance Company of Connecticut
c/o Metropolitan Life Insurance Company
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Chief Counsel-Securities Investments (PRIV)
Facsimile (973) 355-4338(3)
    
    Original notes delivered to:Metlife Insurance Company of Connecticut
c/o Metropolitan Life Insurance Company
Securities Investments, Law Department
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Thomas Pasuit, Esq.
   4




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##### 



SCHEDULE A
  Principal Amount ofName of Purchaser
    
    Notes to be PurchasedGreat-West Life & Annuity Insurance Company
    
    $
    10,000,000
  (1)
    
    All scheduled payments of principal and interest by wire transfer of immediately available funds to:ABA #021-000-018 BKofNYC/CTR/BBK=IOC566
P&I Department  GWL #640935
 Special Instructions:
    
    1) security description (PPN #),2) allocation of payment between principal and interest, and3) confirmation of principal balance.
 For all payments other than scheduled payments of principal and interest, the Company shall
seek instructions from the holder, and in the absence of instructions to the contrary, will
make such payments to the account and in the manner set forth above.(2)
    
    All notices regarding payments:The Bank of New York
Institutional Custody Department, 14th Floor
One Wall Street
New York, New York 10286
Telecopier: 212.635.8844(3)
    
    All other notices and communications/financial statements, trustee reports, etc.Great-West Life & Annuity Insurance CompanyAttention: Investments Division
8515 East Orchard Road, 3T2
Greenwood Village, Colorado 80111
Telecopier: 303.737.6193
  5




---



##### 



(4)
    
    Original notes delivered to:The Bank of New York
3rd Floor, Window A
One Wall Street
New York, New York 10286Attention: Receive/Deliver Department  GWL # 640935
    6




---



##### 



SCHEDULE B
 DEFINED TERMS
  Adjusted LIBOR Rate
 Affiliate Control
 Anti-Terrorism Order
 Business Day
 Capital Lease
 Closing
 Code
 Company
 Confidential Information




---



##### 



Consolidated Debt
 Consolidated EBIT
 Consolidated EBITDA
 Consolidated Interest Expense
 Consolidated Net Income
 Consolidated Net Worth
 Consolidated Total Assets
 Credit Agreement
  2




---



##### 



Debt
       Default
 Default Rate
 Disposition
 Environmental Laws
 ERISA
  3




---



##### 



ERISA Affiliate
 Event of Default
 Exchange Act
 GAAP
 Governmental Authority
     Guaranty
     4




---



##### 



Guaranties
 Hazardous Material
 holder
 INHAM Exemption
 Institutional Investor
 Interest Period
 LIBOR
 LIBOR Breakage Amount
 Lien
 Make-Whole Amount
  5




---



##### 



Material
 Material Adverse Effect
 Material Subsidiary
 Multiemployer Plan
 NAIC Annual Statement
 Note Documents
 Notes
 Officers Certificate
 Other Purchasers
 PBGC
 Parent
 Parent Guaranty
 Person
  6




---



##### 



Plan
 Priority Debt
 property properties
 PTE
 Purchaser
 QPAM Exemption
 Required Holders
 Responsible Officer
 Restricted Subsidiary
 Securities Act
 Senior Debt
  7




---



##### 



Senior Financial Officer
 Series 2006-A Notes
 Source
 Subordinated Debt
 Subsidiary
 Subsidiary Guarantor
 Subsidiary Guaranty
 Supplement
 this Agreement or the Agreement
 Unrestricted Subsidiary
 USA Patriot Act
 Wholly Owned Restricted Subsidiary
  8




---



##### 



DISCLOSURE MATERIALS




---



##### 



SUBSIDIARIES AND OWNERSHIP OF SUBSIDIARY STOCK
 Subsidiaries
 EWC GP Corp., a Delaware corporation
 EWC LP Corp., a Texas corporation
 ENCORE WIRE LIMITED, a Texas limited partnership
 EWC AVIATION Corp., a Texas corporation
 Affiliates
 
 Directors and Officers of Parent and the Company
 Directors of Parent
 Senior Officers of Parent
 Directors of EWC GP Corp., general partner of the Company
 Senior Officers of EWC GP Corp., general partner of the Company




---



##### 



FINANCIAL STATEMENTS




---



##### 



USE OF PROCEEDS




---



##### 



DEBT




---



##### 



EXHIBIT 1.1(a)
 [FORM OF FIXED RATE SENIOR NOTE]
  
 No. [___]
    
    [Date]$[___]
    
    PPN: [     ]




---



##### 



ENCORE WIRE LIMITED
By its General Partner,
EWC GP Corp.By:Name:Title:
  2




---



##### 



EXHIBIT 1.1(b)
 [FORM OF FLOATING RATE NOTE]
  
 No. [___]
    
    [Date]$[___]
    
    PPN: [      ]




---



##### 



ENCORE WIRE LIMITED
By its General Partner,
EWC GP Corp.By:Name:Title:
  2




---



##### 



EXHIBIT 1.1(c)
 [FORM OF SUPPLEMENT]
   R E C I T A L S
    Authorization of the New Series of Notes
 Sale and Purchase of Series [ ] Notes
 Closing




---



##### 



Conditions to Closing
  Representations and Warranties of the Company
 Representations of the Purchasers
  Additional Provisions.]
 Applicability of Note Purchase Agreement
  2




---



##### 



ENCORE WIRE LIMITED
By its General Partner, EWC GP CORP.By:Name:Title:ENCORE WIRE CORPORATIONBy:Name:Title:
   3




---



##### 



to Supplement
  Principal Amount of SeriesName and Address of Purchaser
    
    [  ] Notes to be Purchased[NAME OF PURCHASER]
    
    $
 (1)
    
    All payments by wire transfer of immediately available funds to:
  (2)
    
    All notices of payments and
  (3)
    
    All other communications:
  4




---



##### 



to Supplement
 
  5




---



##### 



Supplement
 [FORM OF SERIES [  ] SENIOR NOTE]
  6




---



##### 



EXHIBIT 1.2
 [FORM OF SERIES 2006-A SENIOR NOTE]
  
 No. AR-[___]
    
    [Date]$[___]
    
    PPN: 29263@ AB 5




---



##### 



*
  ENCORE WIRE LIMITED 
By its General Partner,
EWC GP Corp.By:Name:Title:
 
 *
    
    This paragraph must be modified at such
time as there are no Subsidiary Guarantors.




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EXHIBIT 1.4(a)
 PARENT GUARANTY
  W I T N E S S E T H
       Definitions
 Guaranty




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Guarantors Obligations Unconditional
     2




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3




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Full Recourse Obligations
 Waiver
 Subrogation, Contribution, Reimbursement or Indemnity
 Effect of Bankruptcy Proceedings, etc.
  4




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Term of Agreement
 Notices
 Survival
 SECTION 11. Submission to Jurisdiction . Any litigation based hereon, or arising out
of, under or in connection with this Guaranty, may be brought and maintained in the courts of the
State of Illinois or in the United States District Court for the Northern District of Illinois.
The Guarantor expressly and irrevocably submits to the jurisdiction of the courts of the State of
Illinois and of the United States District Court for the Northern District of Illinois for the
purpose of any such litigation as set forth above. The Guarantor further irrevocably consents to
the service of process by registered mail, postage prepaid,
  5




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to
the address specified in Section 9 or by personal service within or without the State of Illinois.
The Guarantor expressly and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of venue of any such litigation brought
in any such court referred to above and any claim that any such litigation has been brought in an
inconvenient forum.
 SECTION 12. Waiver of Jury Trial . The Guarantor waives any right to a trial by jury
in any action or proceeding to enforce or defend any rights under this Guaranty or under any
amendment, instrument, document or agreement delivered or that may in the future be delivered in
connection herewith and agrees that any such action or proceeding shall be tried before a court and
not before a jury.
 Miscellaneous
  6




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ENCORE WIRE CORPORATIONBy:Name:Title:
  7




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EXHIBIT 1.4(b)
 [FORM OF SUBSIDIARY GUARANTY]
  W I T N E S S E T H
       Definitions
 Guaranty




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Guarantors Obligations Unconditional
    2




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3




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Full Recourse Obligations
 Waiver
 Subrogation, Contribution, Reimbursement or Indemnity
  4




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Effect of Bankruptcy Proceedings, etc.
 Term of Agreement
 Representations and Warranties
     5




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Notices
  6




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Survival
 SECTION 12. Submission to Jurisdiction . Any litigation based hereon, or arising out
of, under or in connection with this Guaranty, may be brought and maintained in the courts of the
State of Illinois or in the United States District Court for the Northern District of Illinois.
Each Guarantor expressly and irrevocably submits to the jurisdiction of the courts of the State of
Illinois and of the United States District Court for the Northern District of Illinois for the
purpose of any such litigation as set forth above. Each Guarantor further irrevocably consents to
the service of process by registered mail, postage prepaid, to the address specified in Section 9
or by personal service within or without the State of Illinois. Each Guarantor expressly and
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of venue of any such litigation brought in any such court referred to
above and any claim that any such litigation has been brought in an inconvenient forum.
 SECTION 13. Waiver of Jury Trial . Each Guarantor waives any right to a trial by jury
in any action or proceeding to enforce or defend any rights under this Guaranty or under any
amendment, instrument, document or agreement delivered or that may in the future be delivered in
connection herewith and agrees that any such action or proceeding shall be tried before a court and
not before a jury.
 Miscellaneous
  7




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EWC GP Corp.By:Name:Title:EWC LP Corp.By:Name:Title:EWC AVIATION Corp.By:Name:Title:
  8




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9




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[Name of Guarantor]By:Name:Title:
  10