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EXHIBIT 4.11
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INTERNATIONAL WIRE GROUP, INC.,
AS ISSUER,
THE SUBSIDIARY GUARANTORS,
AS GUARANTORS,
AND
IBJ XXXXXXXX BANK & TRUST COMPANY,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 10, 1997
TO
INDENTURE
DATED AS OF FEBRUARY 12, 1997
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$10,000,000
14% SENIOR SUBORDINATED NOTES DUE 2005
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FIRST SUPPLEMENTAL INDENTURE dated as of June 10, 1997, among
INTERNATIONAL WIRE GROUP, INC., a Delaware corporation (the "Company"); CAMDEN
WIRE CO., INC., a New York corporation, ECM HOLDING COMPANY, a Delaware
corporation, OMEGA WIRE, INC., a Delaware corporation, OWI CORPORATION, a New
York corporation, WIRE HARNESS INDUSTRIES, INC., a Delaware corporation,
WIREKRAFT EMPLOYMENT COMPANY, a Delaware corporation, WIREKRAFT INDUSTRIES,
INC., a Delaware corporation, WIRE TECHNOLOGIES, INC., an Indiana corporation,
(collectively, the "Subsidiary Guarantors"); and IBJ XXXXXXXX BANK & TRUST
COMPANY, a New York Banking corporation, as Trustee (the "Trustee").
WHEREAS, the Company and the Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture, dated as of
February 12, 1997 (the "Indenture"), providing for the issuance of $10,000,000
aggregate principal amount of the Company's 14% Senior Subordinated Notes due
2005 (the "Securities");
WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee desire by this First Supplemental Indenture, pursuant to and as
contemplated by Section 9.2 of the Indenture, to amend certain provisions
therein;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of the
Company and the Subsidiary Guarantors;
WHEREAS, the Company has received written consents to such
amendment from the holders of greater than a majority in aggregate principal
amount of the Securities outstanding; and
WHEREAS, all conditions and requirements necessary to make
this First 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:
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ARTICLE I
AMENDMENT OF INDENTURE
The Indenture is hereby amended as follows:
Section 1.1 Addition of Certain Definitions. Section 1.1 of
the Indenture is amended to add thereto (immediately prior to the definition of
"Acquired Preferred Stock") the following definitions of "11 3/4% Notes," "11
3/4% Notes Guarantee" and "11 3/4% Notes Indenture."
"11 3/4% Notes" means the Company's 11 3/4% Senior
Subordinated Notes due 2005 issued pursuant to the 11 3/4% Notes
Indenture.
"11 3/4% Notes Guarantee" means the Guarantee of the
Subsidiary Guarantors (as defined in the 11 3/4% Notes Indenture) set
forth in Article XI of the 11 3/4% Notes Indenture.
"11 3/4% Notes Indenture" means the Indenture, dated
June 12, 1995, among the Company, the Subsidiary Guarantors (as
therein defined) and IBJ Xxxxxxxx Bank & Trust Company, as Trustee, as
the same may be amended, supplemented or otherwise modified from time
to time.
Section 1.2 Amendment to Definition of "Senior Subordinated
Indebtedness." The definition of "Senior Subordinated Indebtedness" in Section
1.1 of the Indenture is amended to read in its entirety as follows:
"Senior Subordinated Indebtedness" means the 11 3/4%
Notes, the Securities and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari passu
with the Securities in right of payment and is not subordinated by its
terms in right of payment to any Indebtedness or other obligation of
the Company which is not Senior Indebtedness.
Section 1.3 Amendment to Definition of "Guarantor Senior
Subordinated Indebtedness." The definition of "Guarantor Senior Subordinated
Indebtedness" in Section 1.1 of the Indenture is amended to read in its
entirety as follows:
"Guarantor Senior Subordinated Indebtedness" means,
with respect to a Subsidiary Guarantor, the obligations of such
Subsidiary Guarantor
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under the 11 3/4% Subsidiary Guarantee, the Subsidiary Guarantee and
any other Indebtedness of such Subsidiary Guarantor that specifically
provides that such Indebtedness is to rank pari passu in right of
payment with the obligations of such Subsidiary Guarantor under the
Subsidiary Guarantee and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of such Subsidiary
Guarantor which is not Guarantor Senior Indebtedness of such
Subsidiary Guarantor.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this First
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this First 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 First 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, but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
Section 2.4. Successors. All agreements of the Company and the
Subsidiary Guarantors in this First Supplemental Indenture and the Securities
shall bind of their respective successors. All agreements of the Trustee in
this First Supplemental Indenture and in the Indenture shall bind its
successors.
Section 2.5. Multiple Counterparts. The parties may sign
multiple counterparts of this First 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 First Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth
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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 First 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
(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 First Supplemental Indenture
and the performance of its duties hereunder.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written above.
INTERNATIONAL WIRE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
CAMDEN WIRE CO., INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
ECM HOLDING COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
OMEGA WIRE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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OWI CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
WIRE HARNESS INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
WIREKRAFT EMPLOYMENT COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
WIREKRAFT INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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WIRE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxxxxx XxXxxxxxx
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Name: Xxxxxxx XxXxxxxxx
Title: Vice President
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