Superior Telecom Inc Sample Contracts

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 7th, 1998 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
BY AND AMONG
Agreement and Plan of Merger • November 2nd, 1998 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Delaware
SUT ACQUISITION CORP.
Agreement • December 7th, 1998 • Superior Telecom Inc • Drawing & insulating of nonferrous wire

Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13D and agrees that this Amendment No. 1 to Schedule 13D is filed on its behalf.

RECITALS
Services Agreement • October 8th, 1996 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
SENIOR SUBORDINATED CREDIT AGREEMENT
Credit Agreement • December 7th, 1998 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
RECITALS
Exchange Agreement • October 8th, 1996 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
DATED AS OF
Rights Agreement • January 9th, 2001 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Delaware
SECTION ONE - AMENDMENT
Superior Telecom Inc • March 31st, 2000 • Drawing & insulating of nonferrous wire
WITNESSETH
Tax Allocation Agreement • October 8th, 1996 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Delaware
EXHIBIT 10(S) SENIOR SUBORDINATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2000 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
EXHIBIT 10.2 Superior TeleCom Inc. 1790 Broadway New York, New York 10019
Superior Telecom Inc • October 8th, 1996 • Drawing & insulating of nonferrous wire

This letter will set forth the agreement between Superior TeleCom Inc. (the "Company") and The Alpine Group, Inc. ("Alpine") with respect to the shares of 6% Cumulative Preferred Stock of Superior Telecommunications Inc. ("Superior Preferred Stock") owned by Alpine and shares of Common Stock of the Company ("Common Stock"). The parties acknowledge that the Company intends to offer shares of Common Stock pursuant to a certain Underwriting Agreement to be entered into among the Company and the underwriters named therein (the "Underwriters") and as described in the Company's registration statement relating thereto (the "Registration Statement").

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PURCHASE AGREEMENT BY AND AMONG SUPERIOR TELECOM INC., SUPERIOR TELECOMMUNICATIONS INC., ESSEX INTERNATIONAL INC., ESSEX GROUP, INC., THE ALPINE GROUP, INC. AND ALPINE HOLDCO INC. DATED: October 31, 2002
Purchase Agreement • November 15th, 2002 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Delaware

THIS PURCHASE AGREEMENT (this "Agreement") is entered into this 31st day of October, 2002 by and among Superior TeleCom Inc., a Delaware corporation ("SUT"), Superior Telecommunications Inc., a Delaware corporation ("STI"), Essex International Inc., a Delaware corporation ("Essex International"), Essex Group, Inc., a Michigan corporation ("Essex Group" and, together with Essex International, "Essex"), The Alpine Group, Inc., a Delaware corporation ("Alpine"), and Alpine Holdco Inc., a Delaware corporation ("Buyer") and a newly-formed, wholly-owned corporate subsidiary of Alpine. SUT, STI and Essex are sometimes hereinafter referred to individually as a "Seller" and collectively as the "Sellers."

RECEIVABLES FUNDING AGREEMENT Dated as of November 6, 2002 by and among SUPERIOR ESSEX FUNDING LLC, as Borrower, SUPERIOR TELECOMMUNICATIONS INC., as Servicer, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders and GENERAL...
Receivables Funding Agreement • November 15th, 2002 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Delaware

THIS RECEIVABLES FUNDING AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, the "Agreement") is entered into as of November 6, 2002 by and among SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company (the "Borrower"), Superior Telecommunications Inc., a Delaware corporation, in its capacity as servicer hereunder (in such capacity, the "Servicer"), the financial institutions signatory hereto from time to time as lenders (the "Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender and as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent").

SECTION ONE—AMENDMENTS
Credit Agreement • November 15th, 2002 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York
CONSENT, AMENDMENT AND WAIVER TO LEASE AGREEMENT
Lease Agreement • April 15th, 2003 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • Texas

THIS CONSENT, AMENDMENT AND WAIVER TO LEASE AGREEMENT (this "Agreement"), dated as of December 11, 2002 (the "Effective Date"), between ST (TX) LP ("Landlord"), a Delaware limited partnership (successor in interest to ALP(TX) QRS 11-28, INC.), and SUPERIOR TELECOMMUNICATIONS INC., a Delaware corporation f/k/a Superior Teletec, Inc. and Superior TeleTec Transmission Products, Inc. ("Tenant").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 1st, 2002 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated effective as of the 1st day of January, 2001 (the “Effective Date”), between Superior Telecommunications Inc. (the “Company”), a Delaware corporation, and Harold M. Karp (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • November 15th, 2002 • Superior Telecom Inc • Drawing & insulating of nonferrous wire • New York

AGREEMENT (this "Agreement") made as of the 13th day of September 2002, by and among Superior TeleCom Inc., a Delaware corporation (the "Parent"), Superior Telecommunications Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the "Company," and together with the Parent and its affiliated companies, the "Employer"), and Steven S. Elbaum ("Elbaum").

PIK NOTE
Superior Telecom Inc • August 14th, 2002 • Drawing & insulating of nonferrous wire • New York

FOR VALUE RECEIVED, SUPERIOR TELECOMMUNICATIONS INC. (the "Borrower"), a Delaware corporation, hereby promises to pay to THE ALPINE GROUP, INC., a Delaware corporation or its registered assigns (the "Holder"), in lawful money of the United States of America in immediately available funds, at the office of the Holder located at One Meadowlands Plaza, East Rutherford, New Jersey 07073, or to an account as otherwise directed by the Holder, on the Maturity Date the principal sum of Three Million Seven Hundred Forty-Eight Thousand Thirty-Five Dollars and Eight Cents ($3,748,035.08), due to the Holder from the Borrower pursuant to that certain Reimbursement Agreement dated as of November 30, 2001 (the "Reimbursement Agreement") made by and among the Borrower, the Holder and Superior TeleCom Inc., a Delaware corporation. Capitalized terms not defined herein have the meaning given to them in the Reimbursement Agreement.

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Superior Telecom Inc • August 14th, 2002 • Drawing & insulating of nonferrous wire • New York

AMENDMENT NUMBER EIGHT, dated as of July 29, 2002 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of November 27, 1998, as previously amended, modified and supplemented and as last amended by Amendment Number Seven, dated as of March 28, 2002 (the "Credit Agreement"), among SUPERIOR TELECOMMUNICATIONS INC. (formerly known as Superior/Essex Corp.), a Delaware corporation (the "Company"), ESSEX GROUP INC., a Michigan corporation ("Essex" and, together with the Company, the "Borrowers"), each of the Guarantors party thereto (the "Guarantors") (which Guarantors include Superior TeleCom Inc., a Delaware corporation (the "Parent")), the lending institutions from time to time party thereto (each a "Lender" and, collectively, the "Lenders"), BANKERS TRUST COMPANY, as Administrative Agent, MERRILL LYNCH & CO., as Documentation Agent, and FLEET NATIONAL BANK, as Syndication Agent (the "Agents"). Capitalized terms used and not otherwise defined herein shall have the mean

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