EXHIBIT 5
ESSEX INTERNATIONAL INC.
Common Stock
Lock-Up Agreement
April , 1997
Essex International Inc.,
0000 Xxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxx 00000.
Xxxxxxx, Sachs & Co. Xxxxxxx Xxxxx International
Xxxxx Xxxxxx Inc. Xxxxx Xxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Securities Corporation Corporation
Xxxxxx Brothers Inc., Xxxxxx Brothers International (Europe),
As proposed representatives of the As proposed representatives of the
several U.S. Underwriters, several International Underwriters,
c/o Goldman, Sachs & Co., c/o Goldman Xxxxx International,
00 Xxxxx Xxxxxx, Xxxxxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000. 000 Xxxxx Xxxxxx,
Xxxxxx XX0X 0XX, Xxxxxxx
Ladies and Gentlemen:
The undersigned hereby irrevocably confirms, covenants and agrees that
during the period beginning from the date hereof and continuing to and including
the date 180 days after the date of the final prospectuses used in connection
with the proposed offering of common stock, par value $.01 per share (the
"Common Stock"), by Essex International Inc. (the "Company") and certain selling
shareholders (the "Offering") the undersigned will not, directly or indirectly,
offer, sell, contract to sell or otherwise dispose of, including, without
limitation, through the entry into a physically or cash-settled derivative
instrument, any shares of Common Stock or any securities of the Company that are
substantially similar to the Common Stock, including but not limited to any
securities that are convertible into or exchangeable for, or that represent the
right to receive, Common Stock or any such substantially similar securities
(other than upon the conversion or exchange of convertible or exchangeable
securities outstanding as of the date of this Agreement), without the prior
written consent of Xxxxxxx, Sachs & Co. In the event that the Offerings are not
consummated prior to October 1, 1997, this Agreement shall be null and void.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
Very truly yours,
---------------------------------------
(Insert Full Name of Stockholder)
---------------------------------------
Signature (individual)
