First Amendment to Term Loan US Security Agreement



 Exhibit 10.10(d)(2) 

EXECUTION VERSION 
 FIRST AMENDMENT 
 TO 

U.S. SECURITY AGREEMENT 
 This FIRST AMENDMENT, dated as of June 10, 2011 (this “First Amendment”) is entered into by and among WIRECO WORLDGROUP INC. (f/k/a Wire Rope Corporation of America,
Inc.) (the “Company”), WRCA US HOLDINGS INC. (“U.S. Holdings”), each Subsidiary Loan Party (as defined in the Credit Agreement referred to below) listed on the signature pages hereto and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as successor to Canadian Imperial Bank of Commerce, acting through its New York Agency, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral
Agent”). 
 WHEREAS, reference is made to the Credit Agreement dated as of February 8, 2007 (as amended,
supplemented or otherwise modified prior to the date of the Credit Agreement referred to below, the “Original Credit Agreement”) among the Company, WireCo WorldGroup Limited, the lenders from time to time party thereto, Canadian
Imperial Bank of Commerce, acting through its New York Agency, as administrative agent, CIBC World Markets Corp. and Jefferies Finance LLC, as joint lead arrangers and joint book managers, and Jefferies Finance LLC, as syndication agent; 

WHEREAS, the Company has entered into that certain U.S. SECURITY AGREEMENT dated as of February 8, 2007 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Original Security Agreement” and as amended hereby and as it may be amended, supplemented or otherwise modified from time to time, the “Security
Agreement”) by and among the Company, U.S. Holdings, each Subsidiary Loan Party (as defined in the Original Credit Agreement) party thereto and Canadian Imperial Bank of Commerce, acting through its New York Agency, as collateral agent;

 WHEREAS, the parties to the Original Credit Agreement desire to amend and restate in its entirety the Original Credit
Agreement pursuant to an Amended and Restated Credit Agreement, dated as of June 10, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company,
WireCo WorldGroup (Cayman) Inc.,WireCo WorldGroup Limited, other affiliates party thereto, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, Goldman Sachs Lending
Partners LLC and Deutsche Bank AG, London Branch, as joint lead arrangers and joint book managers with respect to certain amendments of the Term Facility thereunder, and Deutsche Bank AG, London Branch, as sole lead arranger with respect to the
Revolving Facility thereunder; 
 WHEREAS, the parties hereto desire to amend the Original Security Agreement in
accordance with such amendment and restatement; and 
 WHEREAS, the terms used herein, including in the preamble and
recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows: 







 ARTICLE ONE: AMENDMENT 

1. As of the Restatement Effective Date (as defined in the Credit Agreement), Section 5.02 of the Original Security Agreement shall
be amended by deleting the reference to “Section 2.11(i) of the Credit Agreement” and replacing it with “Section 2.11(g) of the Credit Agreement”. 
 ARTICLE TWO: CONDITION PRECEDENT TO EFFECTIVENESS 
 The provisions set
forth in Article One hereof shall be effective as of the Restatement Effective Date on which the Company, U.S. Holdings, each Subsidiary Loan Party (as defined in the Credit Agreement) and the Collateral Agent shall have indicated their
consent by the execution and delivery of the signature pages to this First Amendment to the Collateral Agent. 
 ARTICLE
THREE: MISCELLANEOUS 
 1. This First Amendment shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Collateral Agent. 
 2.
Except as expressly amended hereby, the Original Security Agreement is and shall remain unmodified and in full force and effect and is hereby ratified and confirmed. On and after the Restatement Effective Date, each reference in the Original
Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “U.S. Security Agreement” in the Loan Documents (as defined in the Credit
Agreement) shall mean and be a reference to the Original Security Agreement as amended hereby, and this First Amendment and the Original Security Agreement shall be read together and construed as a single instrument. 

3. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this First Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.

 4. Except as specifically amended by this First Amendment, the Original Security Agreement shall remain in full force and
effect and are hereby ratified and confirmed. 
 5. The execution, delivery and performance of this First Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Collateral Agent under the Security Agreement. 

6. The various headings of this First Amendment are inserted for convenience only and shall not affect the meaning or interpretation of
this First Amendment or any provision hereof. 
 7. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 8. This First Amendment may be executed by one or more of
the parties to this First Amendment on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 







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	WIRECO WORLDGROUP INC.
		
	By:	 	/s/ J. Keith McKinnish
		 	Name: J. Keith McKinnish
		 	Title: Vice President and CFO









 
			
	WRCA, LLC
	By: WIRECO WORLDGROUP INC.
		
	By:	 	/s/ J. Keith McKinnish
		 	Name: J. Keith McKinnish
		 	Title: Vice President and CFO









 
			
	WRCA US HOLDINGS INC.
		
	By:	 	/s/ J. Keith McKinnish
		 	Name: J. Keith McKinnish
		 	Title: Vice President and CFO









 
			
	WRCA DISTRIBUTOR (CAYMAN) LTD.
		
	By:	 	/s/ J. Keith McKinnish
		 	Name: J. Keith McKinnish
		 	Title: Director









 
			
	 WIRECO WORLDGROUP SALES
 (CAYMAN) LTD.

		
	By:	 	/s/ J. Keith McKinnish
		 	Name: J. Keith McKinnish
		 	Title: Director









 
			
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS,

	as Collateral Agent
		
	By:	 	DEUTSCHE BANK NATIONAL TRUST
		 	COMPANY
		
	By:	 	/s/ Cynthia J. Powell
		 	Name: Cynthia J. Powell
		 	Title: Vice President
		
	By:	 	/s/ Estelle Lawrence
		 	Name: Estelle Lawrence
		 	Title: Vice President