Exhibit 4
VOTING AGREEMENT
October 21, 1998
Essex International Inc.
0000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Sirs:
The undersigned, The Alpine Group, Inc., is the beneficial owner of
8,092,560 shares (the "SHARES") of common stock, par value $.01 per share, of
Superior TeleCom Inc. (the "COMPANY"). All terms used but not defined herein
shall have the meanings assigned to such terms in that certain Agreement and
Plan of Merger (the "MERGER AGREEMENT"), dated of even date hereof by and among
Essex International Inc., SUT Acquisition Corp. ("MERGER SUB") and the Company.
The undersigned agrees that it will, at any meeting of the stockholders of
the Company, however called, or in connection with any written consent of such
stockholders, vote (or cause to be voted) the Shares then held of record by the
undersigned or which the undersigned has the right to vote (A) in favor of (1)
an amendment to the Certificate of Incorporation of the Company to authorize
additional shares of Preferred Stock, par value $.01 per share, of the Company;
(2) the issuance of Series A Convertible Preferred Stock, par value $.01 per
share, of the Company, in the case of clauses (1) and (2) hereof in accordance
with the terms of the Merger Agreement, Delaware Law and the Certificate of
Incorporation and By-Laws of the Company; and (3) any other matters submitted to
the stockholders of the Company to authorize or facilitate the transactions
contemplated by the Merger Agreement; and (B) against any matters submitted to
stockholders of the Company inconsistent with the transactions contemplated by
the Merger Agreement.
The undersigned hereby permits the Company and Merger Sub to publish and
disclose in the Offer Documents and, if approval of the Company's stockholders
is required under applicable law, the S-4 Registration Statement (including the
Prospectus/Proxy Statement constituting a part thereof and all documents and
schedules filed with the SEC) its identity and ownership of the Shares and the
nature of its commitments, arrangements and understandings under this letter
agreement.
The undersigned agrees to use its best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and to make
effective the agreements contemplated by this letter agreement.
This letter agreement and the covenants hereunder shall attach to the
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall
1.
pass, whether by operation of law or otherwise. This letter agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.
Sincerely,
THE ALPINE GROUP, INC.
By: /s/ Bragi X. Xxxxx
--------------------------------
Name: Bragi X. Xxxxx
Title: Executive Vice President
2.
