REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • New York
This REGISTRATION RIGHTS AGREEMENT dated April 14, 2004 (the "Agreement") is entered into by and among Superior Essex Communications LLC, a Delaware limited liability company ("Superior Essex"), Essex Group, Inc., a Michigan corporation ("Essex Group," together with Superior Essex, the "Issuers"), the guarantors listed in Schedule 1 hereto (collectively, the "Guarantors"), and J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets, LLC and Fleet Securities, Inc. (the "Initial Purchasers").
Personal and Confidential Ms. Barbara L. Blackford 3275 Stillhouse Road Atlanta, Georgia 30339 Dear Barbara:Employment Agreement • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • Delaware
The purpose of this letter agreement (the "Agreement") is to acknowledge and set forth the terms and conditions of your employment as an Executive Vice President, General Counsel and Corporate Secretary of Superior Essex Inc. ("Superior Essex"). Your employment with Superior Essex will commence effective as of the later of (i) April 12, 2004 or (ii) six weeks after you receive written notice from Superior Essex that your initial drug and background checks are satisfactory and are not grounds for terminating the offer or your initial employment.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of April 30, 2004, by and among SUPERIOR ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior"), ESSEX GROUP, INC., a Michigan corporation ("Essex") (Superior and Essex being referred to collectively as "Borrowers," and individually as a "Borrower"); various financial institutions ("Lenders"); FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, in its capacity as collateral and administrative agent for the Lenders (together with its successors and assigns in such capacity, "Administrative Agent"); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as syndication agent for the Lenders (together with its successors in such capacity, "Syndication Agent"; Administrative Agent and Syndication Agent are each hereafter referred to from time to time individually as an "Agent" and
SUPERIOR ESSEX COMMUNICATIONS LLC and ESSEX GROUP, INC., as Issuers, THE GUARANTORS PARTY HERETO, as Guarantors 9% Senior Notes due 2012Indenture • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • New York
INDENTURE dated as of April 14, 2004 among Superior Essex Communications LLC, a Delaware limited liability company ("Superior Essex Communications"), and Essex Group, Inc., a Michigan corporation, as joint and several obligors (each an "Issuer" and together, the "Issuers"), the Guarantors (as defined herein) listed on Schedule A hereto, and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the "Trustee").
THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO SPECIFIC TRANSACTIONSCredit Agreement • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO SPECIFIC TRANSACTIONS (this "Amendment") is made and entered into as of April 2, 2004, by and among SUPERIOR ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior"), ESSEX GROUP, INC., a Michigan corporation ("Essex") (Superior and Essex being referred to collectively as "Borrowers," and individually as a "Borrower"); various financial institutions ("Lenders"); FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, in its capacity as collateral and administrative agent for the Lenders (together with its successors in such capacity, "Administrative Agent"); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as syndication agent for the Lenders (together with its successors in such capacity, "Syndication Agent"; Administrative Agent and Syndication Agent are each hereafter referred to from time to time individ
ESCROW AGREEMENTEscrow Agreement • May 14th, 2004 • Superior Essex Inc • Nonferrous foundries (castings) • New York
This Agreement is being entered into in connection with the Purchase Agreement (the "Purchase Agreement"), dated April 8, 2004, by and among the Issuers and J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets, LLC and Fleet Securities, Inc., as initial purchasers (together, the "Initial Purchasers"), and the Indenture (the "Indenture"), dated as of April 14, 2004, between the Issuers and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the "Trustee"). Capitalized terms used but not defined herein have the respective meanings specified in the Indenture.
