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EXHIBIT 4.10
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INTERNATIONAL WIRE GROUP, INC.
CAMDEN WIRE CO., INC.
THE SUBSIDIARY GUARANTORS
AND
IBJ XXXXXXXX BANK & TRUST COMPANY, AS TRUSTEE
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 12, 1997
TO
INDENTURE
DATED AS OF JUNE 12, 1995
AMONG
INTERNATIONAL WIRE GROUP, INC., AS ISSUER,
THE SUBSIDIARY GUARANTORS
AND
IBJ XXXXXXXX BANK & TRUST COMPANY, AS TRUSTEE
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$150,000,000
11 3/4% SENIOR SUBORDINATED NOTES DUE 2005
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THIRD SUPPLEMENTAL INDENTURE, dated as of February 12, 1997,
among INTERNATIONAL WIRE GROUP, INC., a Delaware corporation (the "Company"),
CAMDEN WIRE CO., INC., a New York corporation ("Camden"), and IBJ XXXXXXXX BANK
& TRUST COMPANY, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of June 12, 1995, as supplemented by that
certain First Supplemental Indenture, dated as of March 5, 1996, as further
supplemented by that certain Second Supplemental Indenture, dated as of
December 20, 1996 (as supplemented, the "Indenture"), providing for the
issuance of $150,000,000 aggregate principal amount of the Company's 11 3/4%
Senior Subordinated Notes due 2005 (the "Securities");
WHEREAS, the Company and Camden desire by this Third
Supplemental Indenture, pursuant to and as contemplated by Article XI of the
Indenture, that Camden become a Subsidiary Guarantor (as defined in the
Indenture) under the Indenture;
WHEREAS, the execution and delivery of this Third Supplemental
Indenture has been authorized by a resolution of the Board of Directors of each
of the Company and Camden; and
WHEREAS, all conditions and requirements necessary to make
this Third Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each
party agrees, for the benefit of the other and for the equal and ratable
benefit of the Holders (as defined in the Indenture) of the Securities, as
follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS AS SUBSIDIARY GUARANTOR
Section 1.1. Assumption. Camden hereby expressly and
unconditionally assumes each and every covenant, agreement and undertaking of a
Subsidiary Guarantor in the Indenture as of the date of this Third Supplemental
Indenture, and also hereby expressly and unconditionally assumes each and every
covenant, agreement and undertaking of a Subsidiary Guarantor in each Security
outstanding on the date of this Third Supplemental Indenture.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this Third
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Third Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.
Section 2.2. Indenture. Except as amended hereby, the
Indenture and the Securities are in all respects ratified and confirmed and all
the terms thereof shall remain in full force and effect.
Section 2.3. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section 2.4. Successors. All agreements of the Company and
Camden in this Third Supplemental Indenture and the Securities shall bind each
of their successors. All agreements of the Trustee in this Third Supplemental
Indenture and in the Indenture shall bind its successors.
Section 2.5. Multiple Counterparts. The parties may sign
multiple counterparts of this Third Supplemental Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.
Section 2.6. Trustee Disclaimer. The Trustee accepts the
amendment of the Indenture effected by this Third Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust
created by the Indenture as hereby amended, and without limiting the generality
of the foregoing, the Trustee shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all
of which recitals or statements are made solely by the Company, or for or with
respect to (i) the validity or sufficiency of this Third Supplemental Indenture
or any of the terms or provisions hereof, (ii) the proper authorization hereof
by the Company by corporate action or otherwise, (iii) the due execution hereof
by the Company or
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(iv) the consequences (direct or indirect and whether deliberate or
inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters.
Section 2.7. Indemnification. The indemnification provisions
of Section 7.7 of the Indenture shall include any and all loss, liability or
expense (including reasonable attorneys' fees) incurred by the Trustee in
connection with the execution and delivery of this Third Supplemental Indenture
and the performance of its duties hereunder.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first written above.
INTERNATIONAL WIRE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Senior Vice President
CAMDEN WIRE CO., INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Senior Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By:
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Name: /s/ Xxxxx X. Xxxxxxx
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Title:
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