WARRANT AGREEMENT Dated as of November 10, 2003 between SUPERIOR ESSEX INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as the Warrant AgentWarrant Agreement • December 16th, 2003 • Superior Essex Inc • New York
WARRANT AGREEMENT, dated as of November 10, 2003 (this “Agreement”), between SUPERIOR ESSEX INC., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (in such capacity, the “Warrant Agent”).
INDENTURE Dated as of November 10, 2003 by and among SUPERIOR ESSEX COMMUNICATIONS LLC and ESSEX GROUP, INC., as Issuers, THE GUARANTORS (as defined herein), as Guarantors, and THE BANK OF NEW YORK, as Trustee Second Priority Secured Notes due 2008Indenture • December 16th, 2003 • Superior Essex Inc • New York
THIS INDENTURE is dated as of November 10, 2003 (the “Effective Date”), among SUPERIOR ESSEX COMMUNICATIONS LLC, a Delaware limited liability company, (the “Company”), ESSEX GROUP, INC., a Michigan corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), SUPERIOR ESSEX INC., a Delaware corporation (“Holdings”), SUPERIOR ESSEX HOLDING CORP., a Delaware corporation and wholly-owned subsidiary of Holdings (“Primary Intermediate Holdco”), ESSEX INTERNATIONAL INC. (“Secondary Intermediate Holdco”), each subsidiary of the Issuers listed in the signature pages hereto (each a “Subsidiary Guarantor”, and together with Holdings, Primary Intermediate Holdco and Secondary Intermediate Holdco, the “Guarantors”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
PERSONAL AND CONFIDENTIAL Mr. Stephen C. Knup c/o Superior TeleCom Inc. Atlanta, Georgia 30339 Dear Stephen:Termination Agreement • December 16th, 2003 • Superior Essex Inc • Georgia
The purpose of this letter agreement and general release (the “Agreement”) is to acknowledge, and set forth the terms of, our agreement with regard to your termination of employment with Superior TeleCom Inc. (the “Parent”), Superior Telecommunications Inc. (“STI”) and their respective affiliates and subsidiaries and their successors (including, without limitation, Superior Essex Inc. (“Superior Essex”) and Superior Telecommunications LLC) (collectively with the Parent and STI, the “Employer”).
CREDIT AGREEMENT Dated: November 10, 2003Credit Agreement • December 16th, 2003 • Superior Essex Inc • Georgia
THIS CREDIT AGREEMENT is made on November 10, 2003, by and among SUPERIOR ESSEX COMMUNICATIONS LLC (individually “Superior”, and in its capacity as the representative of the other Borrowers pursuant to Section 3.4 hereof, “Borrower Agent”), a Delaware limited liability company, with its chief executive office and principal place of business at 150 Interstate North Parkway, Suite 300, Atlanta, Georgia 30339; ESSEX GROUP, INC., a Michigan corporation (“Essex”), with its chief executive office and principal place of business at 1601 Wall Street, Fort Wayne, Indiana 46802 (Superior and Essex being referred to collectively as “Borrowers,” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, in its capacity as collat
REGISTRATION RIGHTS AGREEMENT by and among SUPERIOR ESSEX INC. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • December 16th, 2003 • Superior Essex Inc • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 10, 2003 (this “Agreement”), by and among Superior Essex Inc., a Delaware corporation (the “Company”), and the holders of Registrable Common Stock (as hereinafter defined) who are listed on Schedule A to this Agreement (the “Original Holders”), the holders of the Warrants (as hereinafter defined) and such other Persons who may become a party hereto pursuant to Section 16 or 19(i) hereof.
REGISTRATION RIGHTS AGREEMENT by and among SUPERIOR ESSEX COMMUNICATIONS LLC, ESSEX GROUP, INC. THE GUARANTORS NAMED HEREIN and THE HOLDERS OF SECOND PRIORITY SECURED NOTES NAMED HEREINRegistration Rights Agreement • December 16th, 2003 • Superior Essex Inc • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 10, 2003 (this “Agreement”), by and among Superior Essex Communications LLC, a Delaware limited liability company (the “LLC”), Essex Group, Inc., a Michigan corporation (“Essex”), the Guarantors party to this Agreement (the “Guarantors”, and, together with the LLC and Essex, the “Issuers”), and the holders of Registrable Notes (as hereinafter defined) who are listed on Schedule A to this Agreement (the “Original Holders”) and such other Persons who may become a party hereto pursuant to Section 15.
EMPLOYMENT AGREEMENT (Stephen Carter)Employment Agreement • December 16th, 2003 • Superior Essex Inc • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 10, 2003 by and between Superior Essex Inc. (the “Company”) and Stephen Carter (the “Executive”).
