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EXHIBIT 4.7
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INTERNATIONAL WIRE GROUP, INC.
WIRE HARNESS INDUSTRIES, INC.
THE SUBSIDIARY GUARANTORS
AND
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, AS TRUSTEE
__________________________
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 20, 1996
TO
INDENTURE
DATED AS OF JUNE 12, 1995
AMONG
INTERNATIONAL WIRE GROUP, INC., AS ISSUER,
THE SUBSIDIARY GUARANTORS
AND
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, AS TRUSTEE
__________________________
$150,000,000
11 3/4% SENIOR SUBORDINATED NOTES DUE 2005
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SECOND SUPPLEMENTAL INDENTURE dated as of December 20, 1996,
among INTERNATIONAL WIRE GROUP, INC., a Delaware corporation (the "Company"),
WIRE HARNESS INDUSTRIES, INC., a Delaware corporation ("WHI"), and IBJ ▇▇▇▇▇▇▇▇
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
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 WHI desire by this Second Supplemental
Indenture, pursuant to and as contemplated by Article XI of the Indenture, that
WHI become a Subsidiary Guarantor (as defined in the Indenture) under the
Indenture;
WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been authorized by a resolution of the Board of Directors of each
of the Company and WHI; and
WHEREAS, all conditions and requirements necessary to make this
Second 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. WHI 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 Second
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 Second Supplemental Indenture.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this Second
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Second 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 SECOND 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 WHI
in this Second Supplemental Indenture and the Securities shall bind each of
their successors. All agreements of the Trustee in this Second Supplemental
Indenture and in the Indenture shall bind its successors.
Section 2.5. Multiple Counterparts. The parties may sign
multiple counterparts of this Second 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 Second 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 Second 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 Second Supplemental
Indenture and the performance of its duties hereunder.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
INTERNATIONAL WIRE GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
WIRE HARNESS INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
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