EXHIBIT 4(a)
AMENDMENT
AMENDMENT, dated as of February 12, 1997, to the MODIFIED AND RESTATED
LETTER OF CREDIT, BOND PURCHASE AND GUARANTY AGREEMENT (the "Letter of Credit
Agreement"), dated as of August 1, 1995, among CAMDEN WIRE CO., INC., a New
York corporation ("Camden"), ONEIDA LTD., a New York corporation ("Oneida"),
and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank, "Chase"), as
amended by Amendment No. 1 dated as of November 1, 1996.
WITNESSETH:
WHEREAS, Camden, Oneida and Chase are parties to the Letter of Credit
Agreement; and
WHEREAS, International Wire Group, Inc. ("International Wire"),
International Wire Holding Company ("Holding"), the lenders from time to time
parties thereto, Chase, as Company, as documentation agent are parties to the
Amended and restated Credit Agreement, dated as of February 12, 1997 (as
amended, supplemented or otherwise modified prior tot he date hereof, the
"Credit Agreement"); and
WHEREAS, pursuant to the Stock Purchase Agreement, International Wire has
agreed to use its best efforts to have Oneida released from its obligations
under the Letter of Credit Agreement; and
WHEREAS, Chase has agreed to release Oneida from its obligations under the
Letter of Credit Agreement;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:
1. Release of Oneida. The parties hereto agree that Oneida is hereby
releases from all of its obligations under the Letter of Credit Agreement and
the Letter of Credit Agreement is hereby amended to delete Article Three
thereof in its entirety and to delete all references to Oneida contained in
the Letter of Credit Agreement. In the event Chase purchases the Bonds under
Section 2.1(b) of the Letter of Credit Agreement other than in a
fiduciary or similar capacity, Chase agrees, in its capacity as holder of the
Bonds, not to initiate or pursue, and to instruct the Trustee not to initiate
or pursue, any actions or remedy against Oneida under the Guaranty Agreement
dated as of August 1, 1985 executed by Oneida in favor of the Trustee.
2. Deletion of Sections 2.3, 2.4 and 2.7. Sections 2.3, 2.4 and 2.7 of
the Letter of Credit Agreement are hereby deleted in their entirety.
3. Miscellaneous.
(a) Effect. Except as is expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Letter of
Credit Agreement shall remain unamended and not waived and shall continue to be
in full force in effect.
(b) Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
(c) Severability. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(d) Integration. This Amendment represents the entire agreement of the
credit parties with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the parties hereto
relative to the subject matter hereof not expressly set forth or referred to
herein.
(e) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS ANDS OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
CAMDEN WIRE CO., INC.
By: /s/ Ellen Lipsitz
Title: Vice President
ONEIDA LTD.
By: /s/ Edward W. Thoma
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/
Title:
TRI-PARTY AGREEMENT
THIS TRI-PARTY AGREEMENT (this "Agreement") is made as of this 12th day of
February, 1997 by and among INTERNATIONAL WIRE GROUP, INC., a Delaware
corporation ("International Wire"), CAMDEN WIRE CO., INC., a New York
corporation ("Camden"), and ONEIDA LTD., a New York corporation ("Oneida").
RECITALS:
A. Pursuant to the terms of (a) that certain Indenture of Trust dated as
of August 1, 1985 (the "Indenture"), by and between the City of Pine Bluff,
Arkansas, a political subdivision of the State of Arkansas (the "Issuer") and
Simmons First National Bank of Pine Bluff, a national banking association, as
trustee (together with any successor thereto, the "Trustee"), and (b) that
certain Installment Sale Agreement dated as of August 1, 1985 (the "Installment
Agreement"), by and between the Issuer and Camden, the Issuer issued its
Variable Rate Demand Industrial Development Refunding and Construction Revenue
Bonds (Camden Wire Project), Series 1985 (the "Bonds"), in the aggregate
principal amount of $9,500,000 the proceeds of which were used, in part, o
refund a prior bond issue and, in part, to finance the construction of certain
additional project facilities located in Jefferson County, Arkansas (the
"Project".
B. As a condition precedent to the issuance of the Bonds and the sale and
financing of the Project pursuant to the terms of the Installment
Agreement, the Issuer required that Camden deliver or cause to be delivered to
the Trustee, for the benefit of the holders of the Bonds, an irrevocable,
transferable, stand-by letter of credit to secure the payment of the principal
of and interest on the Bonds and the payment of the purchase price of the Bonds
in accordance with the terms of the Indenture.
C. In connection with the issuance of the Bonds, Oneida executed and
delivered that certain Guaranty Agreement dated as of August 1, 1985 in favor
of the Trustee, for the benefit of the holders of the Bonds, guaranteeing the
payment of principal of, premium, if any, and interest on he Bonds (the
"Guaranty Agreement").
D. Pursuant to and in accordance with that certain Modified and Restated
Letter of Credit, Bond Purchase and Guaranty Agreement dated as of August 1,
1995 (as heretofore amended, the "Reimbursement Agreement") by and among
Camden, Oneida and The Chase Manhattan Bank (formerly known as Chemical Bank)
(the "Bank"), the Bank issued its irrevocable, stand-by letter of credit to the
Trustee, for the account of Camden (said letter of credit, as heretofore
modified and/or amended, the "Letter of Credit").
E. Pursuant to the terms of that certain Stock Purchase Agreement dated
January 2, 1997 by and between International wire, Camden and Oneida (the "Stock
Purchase Agreement"), Oneida agreed to sell and International Wire agreed
to purchase all of the issued and outstanding shares of common stock of Camden
in accordance with the terms and provisions thereof.
F. In connection with the transfer of the stock of Camden to
International ire as contemplated under the Stock Purchase Agreement, the Bank,
Camden and Oneida have executed and delivered that certain Amendment dated as
of February 12, 1997 pursuant to which Oneida has been released from all of its
guaranty obligations under the Reimbursement Agreement. As of the date hereof,
however, Oneida remains obligated to the Trustee under the terms of the
Guaranty Agreement.
NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Recitations. Each and all of the foregoing recitals are true and
correct and are incorporated herein by reference and made a part hereof
for all purposes.
2. Release of Oneida. On or prior to August 13, 1997, Camden and
International Wire hereby agree to either (i) cause the Guaranty Agreement to
be terminated or released by the Trustee, or (ii) cause to be prepaid Camden's
obligations under the Installment Agreement, thereby causing the Bonds to have
been redeemed or defeased in accordance with the terms of the Indenture (the
foregoing obligations of Camden and International Wire are hereinafter
sometimes collectively referred to as the "Release Obligations"). In the event
that, on or prior August 13, 1997, Camden has failed to satisfy the Release
Obligations,
Oneida shall have the right, on behalf of and in the name of Camden, to
submit to the Trustee and the Issuer, at any time after August 13, 1997, a
notice of exercise of Camden's option to complete the purchase of the Project
Facilities in accordance with the terms of Sections 8.01 and 8.03 of the
Installment Agreement (such notice to be delivered by Oneida in accordance with
the terms hereof being hereinafter referred to as the "Oneida/Camden
Exercise Notice"), and direct the Trustee to redeem the Bonds in whole on the
date of closing specified in the Oneida/Camden Exercise Notice (the "Scheduled
Redemption Date"). Camden hereby grants Oneida a power of attorney to execute
the Oneida/Camden Exercise Notice on behalf of and in the name of Camden and to
deliver same to the Trustee and the Issuer in accordance with the terms of the
Indenture and the Installment Agreement.
3. Indemnification of Oneida. Subject to the terms hereof, International
Wire hereby agrees to indemnify Oneida with respect to any claim made by the
Trustee against Oneida under the Guaranty Agreement (individually, a "Guaranty
Claim" and collectively, the "Guaranty Claims") including, without limitation, a
claim for the payment of principal or interest on the Bonds (individually, a
"P&I Guaranty Claim" and collectively, the "P&I Guaranty Claims""). Upon receipt
of written notice from Oneida that the Trustee has made a Guaranty Claim
against Oneida, International Wire and/or Camden shall make payment directly
to the Trustee in the amount of such Guaranty Claim within two (2)
Business Days following the date of receipt of such written notice from
Oneida. If such Guaranty Claim is a P&I Guaranty Claim and International Wire
and/or Camden has failed to make payment directly to the Trustee in
satisfaction of such P&I Guaranty Claim within such two-Business Day period,
then Oneida shall have the right to draw on the Security Letter of Credit for
payment of the P&I Guaranty Claim and shall direct that the proceeds of such
drawing be forwarded directly to the Trustee in satisfaction of such P&I
Guaranty Claim. Under no circumstances shall Oneida be entitled to retain any
proceeds of a drawing on the Security Letter of Credit unless, and then only
to the extent that, Oneida has advanced funds to the Trustee in payment of a
P&I Guaranty Claim. In the event that Oneida is in receipt of any proceeds
of a drawing on the Security Letter of Credit which are required by the terms
hereof to be delivered to the Trustee in satisfaction of a P&I Guaranty Claim,
Oneida shall be deemed to be holding such proceeds in trust for International
Wire. In addition, Oneida shall have the
right to make a draw upon the Security Letter of Credit on the Scheduled
Redemption Date, if any, provided that it shall direct that the proceeds of
such draw be forwarded to the Trustee for deposit into the Bond Fund (as such
term is defined in the Indenture) to be used for the payment of principal and
accrued interest on the Bonds on such Scheduled Redemption Date. International
Wire's indemnification obligations hereunder shall be expressly conditioned
upon the performance
by Oneida of its obligations hereunder including, without limitation, the
performance of its obligations under the Guaranty Agreement in accordance
with the terms thereof. The term "Business Day" as used herein shall mean any
day other than a Saturday or Sunday or a day on which national banking
institutions in New York, New York are authorized or obligated by law or
executive order to close.
4. Compliance with Guaranty Agreement. Oneida hereby agrees to comply
with each of the terms, covenants, conditions and provisions of the
Guaranty Agreement and any other documents, certificates and agreements
executed and delivered by Oneida in connection therewith, if any,
including, without limitation, any financial covenants or restriction. Further,
Oneida shall not grant any consents or approvals or take any action
whatsoever, as guarantor under the Guaranty Agreement, without the prior
written consent of Camden and International Wire, except to the extent required
in order to enable Oneida to comply with the terms of the Guaranty Agreement.
5. Oneida's Cooperation. Oneida hereby agrees to cooperate with Camden
and International Wire in their efforts to satisfy the Release Obligations
and shall, upon request by International Wire or Camden, execute and deliver
any consents, approvals, statements, affidavits, certificates and/or such
documents or agreements or take any other action as may be reasonably
necessary or desirable, a determined by International Wire or Camden, in
satisfying the Release Obligations or otherwise in connection with the
Project, the Bonds or any documents, instruments or agreements relating
thereto or executed and delivered in connection therewith; provided, however,
that Oneida shall not be required to expend any monies or undertake any
liabilities or obligations, other than as contemplated hereunder, in
connection with any such requests from International wire or Camden.
6. Security Letter of Credit. Simultaneously with the execution and
delivery of this Agreement, International Wire has caused to be delivered to
Oneida a documentary letter of credit in the initial stated amount of
$9,560,958.90 issued by Chase Manhattan Bank Delaware in the form attached
hereto as Exhibit "A" (the " Credit"), to provide a source of payment to the
Trustee of any P&I Guaranty Claims made against Oneida in the event that such
claims have not otherwise been paid by International Wire or Camden in
accordance with Section 2 hereof and to provide, if necessary, a source of
payment for the outstanding principal and accrued interest on the Bonds to be
redeemed on the Scheduled Redemption Date, if any. Promptly upon the
satisfaction of the Release Obligations, Oneida shall return the Security
Letter of Credit to International for cancellation.
7. Indemnification by Oneida. Oneida hereby agrees to indemnify and
hold International Wire and Camden harmless from and against any losses,
damages, costs, expenses, claims or liabilities arising or resulting from
or in connection with or otherwise occasioned by Oneida's failure to comply
with its obligations under this Agreement, including, without limitation, its
obligation to comply with the terms of the Guaranty Agreement.
8. Binding Upon Successors and Assigns. This Agreement shall inure to
the benefit of, and shall be binding upon, the parties hereto and their
respective successors and assigns.
9. Materiality. All covenants, agreements and provisions made in
this Agreement shall be deemed material and relied upon by the party in whose
favor they run and shall survive the execution and delivery of this Agreement
and the other documents executed in connection herewith.
10. Headings. he headings of the articles, sections and subsections of
this Agreement are for convenience and reference only and shall not be
considered a part hereof nor shall they be deemed to limit or otherwise affect
any of the terms or provisions hereof.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one agreement. It shall not be necessary for the same counterpart to
be signed by all of the parties in order for this instrument to
be fully binding upon any party signing at least one counterpart.
12. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York
without regard to the principles of conflicts of law.
13. Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law, but in the event that any term, provision, covenant or condition hereof or
any application thereof should be held by a court of competent jurisdiction to
be invalid, void or unenforceable, all terms, provisions, covenants and
conditions hereof, and all applications thereof not held invalid, void or
unenforceable shall continue in full force and effect and shall in no way
be affected, impaired or invalidated thereby.
14. Notice. All notices, elections, consents, approvals, demands,
objections, requests or other communications which any party hereto may be
required or desire to give pursuant to, under or by virtue of this Agreement
must be in writing and sent by (a) first class U.S. certified or registered
mail, return receipt requested, with postage prepaid, or (b) telecopier
(with receipt confirmed), or (c) express mail or courier (next day delivery),
in each case addressed as follows:
If to International Wire: International Wire Group, Inc.
101 South Hanley Road
Suite 400
St. Louis, Missouri 63105
Attention: Ellen L. Lipsitz
Telecopier: (314) 746-2251
With a copy to: Glenn D. West, Esq.
Weil, Gotshal & Manges LLP
l00 Crescent Court
Suite 1300
Dallas, Texas 15201-6950
Telecopier: (214) 746-7777
If to Camden: Camden Wire Co., Inc.
101 South Hanley Road
Suite 400
St. Louis, Missouri 63105
Attention: Ellen L . Lipsitz
Telecopier: (314) 746-2251
With a copy to: Glenn D. West, Esq.
Weil, Gotshal & Manges LLP
100 Crescent Court
Suite 1300
Dallas, Texas 75201-6950
Telecopier: (214) 746-7777
If to Oneida: Oneida Ltd.
Kenwood Avenue
Oneida, New York 13421
Attention: Catherine H. Suttmeier
Telecopier: (315) 361-700
With a copy to: Ronald C. Berger, Esq.
Bond, Schoeneck & King, LLP
One Lincoln Center
Syracuse, New York 13202-1355
Telecopier: (315) 422-3598
Any party may designate another addressee or change its address for notices
and other communications hereunder by a notice given to the other in the
manner provided in this Section. A notice or other communication sent in
compliance with the provisions of this Section shall be deemed given and
received on (i) the third Business Day following the date it is deposited in
the U.S. mail, or (ii) the date it is received by the other party if sent
by express mail, telecopier, courier or personal delivery.
15. Construction; Exhibits All references to the singular or plural number
or masculine, feminine or neuter gender shall, as the context requires,
include all others. All references to sections, paragraphs, and exhibits are
to this Agreement unless otherwise specifically noted. The use of the words
"hereof", "hereunder", "herein" and words of similar import shall refer to
this entire Agreement and not to any particular section, paragraph or
portion of this
Agreement unless otherwise specifically noted. All exhibits attached hereto are
by this reference made a part of this Agreement for all purposes.
16. Assignment. This Agreement may not e assigned by any party hereto to
any other party without the prior written consent of each of the other
parties hereto.
17. Authority. Each individual executing this Agreement on behalf of any
party to the Agreement represents and warrants that he or she is authorized to
enter into this Agreement on behalf of that party and that this Agreement binds
that party.
18. Other Agreements Superseded: Amendments. This Agreement supersedes
all prior agreements or understandings, written or oral, of the parties
hereto relating to the subject matter hereof, and, together with the Stock
Purchase Agreement and the other documents executed and delivered in
connection therewith, incorporates the entire understanding of the transactions
contemplated hereby. This Agreement may be amended or supplemented only by a
written instrument signed by the party against whom the amendment or supplement
is sought to be enforced.
19. Judicial Interpretation. Should any provision of this Agreement
require judicial interpretation, it is agreed that a court interpreting or
construing the same shall not apply a presumption that the terms hereof shall
be more strictly construed against any party by reason of the rule of
construction that a document is to be construed more strictly against the
party who itself or through its agent prepared the same, it being agreed
that all parties hereto have participated in the preparation of this Agreement.
20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY FOREVER
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PERSON OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS
UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH OR IN ANY WAY ARISING OUT OF OR RELATED IN ANY MANNER
WITH THE PROJECT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR
CANCEL THIS
AGREEMENT AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS
FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE); THIS WAIVER BEING A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.
INTERNATIONAL WIRE GROUP, INC.
a Delaware corporation
By: /s/ Ellen Lipsitz
Name: Ellen L. Lipsitz
Title: Vice President
CAMDEN WIRE CO., INC.,
a New York corporation
By: /s/ Ellen Lipsitz
Name: Ellen L. Lipsitz
Title: Vice President
ONEIDA LTD.,
a New York corporation
By: /s/ Edward W. Thoma
Name: Edward W. Thoma
Title: Senior Vice President
EXHIBIT "A"
Form of Security Letter of Credit
CHASE MANHATTAN BANK DELAWARE
LETTER OF CREDIT DEPARTMENT
1201 MARKET STREET / P.O. BOX 8840, RODNEY SQUARE,
WILMINGTON DELAWARE 19899
DATE FEBRUARY 12, 1997
IRREVOCABLE STANDBY OUR NO.
LETTER OF CREDIT 70927
ADVISING BANK APPLICANT
INTERNATIONAL WIRE GROUP, INC.
101 SOUTH HANLEY ROAD
ST. LOUIS, MO 63105
BENEFICIARY AMOUNT
ONEIDA LTD. US $9,560,958.90*****
KENWOOD AVENUE
ONEIDA, NY 13421 EXPIRY
OCTOBER 1, 1997*****
SIR OR MADAM: WE HEREBY ISSUE IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER
OF CREDIT NO. 70927 IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE US
$9,560,958.90, EFFECTIVE IMMEDIATELY AND EXPIRING AT OUR OFFICE AT 1201 NORTH
MARKET STREET, 9TH FLOOR, WILMINGTON, DELAWARE 19801 WITH OUR CLOSE OF BUSINESS
ON OCTOBER 1, 1997.
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU FROM TIME TO TIME
UPON OUR RECEIPT OF YOUR SIGHT DRAFT DRAWN ON US ACCOMPANIED BY THE FOLLOWING:
A DATED STATEMENT SIGNED BY AN OFFICIAL OF ONEIDA LTD. STATING EITHER OF
THE FOLLOWING:
(A) "THE AMOUNT OF THIS DRAWING USD _____ UNDER CHASE MANHATTAN BANK
DELAWARE IRREVOCABLE LETTER OF CREDIT NO. 70927 REPRESENTS FUNDS DUE US AS WE
HAVE BEEN CALLED UPON AS GUARANTOR TO MAKE PAYMENT TO THE TRUSTEE UNDER THAT
CERTAIN AGREEMENT DATED AUGUST 1, 1985 (THE "GUARANTY") BY ONEIDA LTD., AS
GUARANTOR, AND SIMMONS FIRST NATIONAL BANK OF PINE BLUFF, AS TRUSTEE (THE
"TRUSTEE"). WE FURTHER CERTIFY THAT THE AMOUNT DRAWN REPRESENTS THE PRINCIPAL
AMOUNT OF USD _____ AND OR THE INTEREST AMOUNT OF USD $___________ PAID TO THE
TRUSTEE."
-OR-
(B) "THE RELEASE OBLIGATIONS DESCRIBED IN SECTION 2 OF A TRI-PARTY
AGREEMENT DATED AS OF FEBRUARY 12, 1997 AMONG INTERNATIONAL WIRE GROUP, INC.
("INTERNATIONAL WIRE"), ONEIDA LTD. ("ONEIDA") AND CAMDEN WIRE CO., INC.
("CAMDEN") WERE NOT SATISFIED BY AUGUST 13, 1997. A NOTICE (THE "NOTICE") TO
THE CITY OF PINE BLUFF, ARKANSAS ("ISSUER") AND THE SIMMONS FIRST NATIONAL BANK
OF PINE BLUFF ("TRUSTEE") WAS SENT ON OR AFTER AUGUST 13, 1997 BY ONEIDA LTD.,
AS ATTORNEY-IN-FACT FOR CAMDEN, STATING THAT CAMDEN INTENDS TO PREPAY ITS
OBLIGATION UNDER THE INSTALLMENT SALE AGREEMENT DATED AS OF AUGUST 1, 1985
BETWEEN CAMDEN AND THE ISSUER, AND DIRECTING THE TRUSTEE TO REDEEM THE CITY OF
PINE BLUFF VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REFUNDING AND
CONSTRUCTION REVENUE BONDS (CAMDEN WIRE PROJECT) SERIES 1985 (THE "BONDS")
ISSUED PURSUANT TO AN INDENTURE OF TRUST DATED AS OF AUGUST 1, 1985
("INDENTURE"). THE AMOUNT OF THIS DRAWING USD _____ UNDER CHASE MANHATTAN BANK
DELAWARE OF IRREVOCABLE STANDBY LETTER OF CREDIT NO. 70927, DATED FEBRUARY
12, 1997 IRREVOCABLE LETTER OF CREDIT NO. 70927 REPRESENTS THE OUTSTANDING
PRINCIPAL, PREMIUM (IF ANY), AND INTEREST ON THE BONDS ACCRUED THROUGH THE
REDEMPTION DATE SPECIFIED IN THE NOTICE, AND IS TO BE PAID DIRECTLY TO THE
TRUSTEE, ON [INSERT DATE OF REDEMPTION SPECIFIED IN INITIAL CAP NOTICE] FOR
DEPOSIT INTO THE BOND FUND (AS DEFINED IN THE INDENTURE) TO BE USED FOR THE
REDEMPTION OF THE BONDS."
ANY AND ALL BANKING CHARGES ASSOCIATED WITH THIS LETTER OF CREDIT ARE FOR
THE ACCOUNT OF THE APPLICANT.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE
REDUCED AUTOMATICALLY AND WITHOUT AMENDMENT, FROM TIME TO TIME IN THE FOLLOWING
MANNER:
A) BY ANY AMOUNT CLAIMED BY YOU UNDER THIS LETTER OF CREDIT; OR
B) UPON OUR RECEIPT OF A WRITTEN STATEMENT PURPORTEDLY SIGNED BY AN
OFFICIAL OF INTERNATIONAL WIRE GROUP, INC. AND ONEIDA LTD. STATING THAT OUR
LETTER OF CREDIT CAN BE REDUCED BY A STATED AMOUNT AS A RESULT OF A REDUCTION
TO THE AMOUNT OF THE GUARANTOR'S OBLIGATIONS UNDER THE GUARANTY.
IT IS FURTHER A CONDITION THAT THIS LETTER OF CREDIT SHALL BE REINSTATED BY
THE AMOUNT OF THE REDUCTION INDICATED IN (B) ABOVE, WITHOUT AMENDMENT UPON
OUR RECEIPT OF A WRITTEN ADVICE PURPORTEDLY SIGNED BY AN OFFICIAL OF
INTERNATIONAL WIRE GROUP, INC. AND ONEIDA LTD. CERTIFYING THAT THERE HAS BEEN A
CORRESPONDING REINSTATEMENT OF THE AMOUNT OF THE GUARANTOR'S OBLIGATIONS UNDER
THE GUARANTY.
THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING.
SUCH UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED OR AMPLIFIED BY
REFERENCE TO ANY DOCUMENTS OR INSTRUMENT REFERRED TO HEREIN OR IN WHICH THIS
LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT RELATES AND
ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY
DOCUMENT OR INSTRUMENT.
WE HEREBY ENGAGE WITH YOU THAT YOUR CLAIMS PRESENTED HEREUNDER IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, WILL BE
DULY HONORED UPON RECEIPT ON OR BEFORE THE ABOVE STATED EXPIRATION DATE.
THIS LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND PRACTICE
FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 500.
SHOULD YOU HAVE AN OCCASION TO COMMUNICATE WITH US REGARDING THIS
CREDIT, KINDLY DIRECT YOUR COMMUNICATION TO THE ATTENTION OF OUR LETTER OF
CREDIT DEPARTMENT, (302) 428-3353, MAKING SPECIFIC REFERENCE TO OUR LETTER OF
CREDIT NO. 70927.
/s/ Michael P. Handago
AUTHORIZED SIGNATURE