Common use of Pursuant to Section 2 Clause in Contracts

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount to [$ ], effective as of [ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a) of the Funding Credit Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Revolving Commitment Amount to [$ ], effective as of [ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] .1 After such reduction, the Maximum Facility Revolving Commitment Amount will not be less than the Outstanding Principal AmountAmount of Revolving Credit Advances and Swing Line Advances. Very truly yours, SUPERIOR ESSEX FUNDING SUNGARD AR FINANCING LLC By: Name: Title: By Name Title 1 This day shall be a Business Day at least three days after the date this notice is given. Third Amended and Restated Credit and Security Agreement Exhibit 2.02(b) to Funding Amended and Restated Credit and Security Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting SunGard AR Financing Account Manager Re: Receivables Funding Third Amended and Restated Credit and Security Agreement dated as of November 6May 14, 2002 2014 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Third Amended and Restated Credit and Security Agreement dated as of November 6May 14, 2002 2014 (the "Funding “Credit Agreement"”), by and among Superior Essex Funding SunGard AR Financing LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders"”) and General Electric Capital Corporation, as a Lender, Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement. Pursuant to Section 2.02(b) of the Funding Credit Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Revolving Commitment Amount effective as of [ ], [ ]12. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein2.03(g). Very truly yours, SUPERIOR ESSEX FUNDING SUNGARD AR FINANCING LLC By: Name: Title: By Name Title 2 Which day shall be a Business Day at least 20 3 days after the date this notice is given given. Third Amended and Restated Credit and Security Agreement Exhibit 2.03(a) to Amended and Restated Credit and Security Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting SunGard AR Financing Account Manager Re: Receivables Funding Third Amended and Restated Credit and Security Agreement dated as of November 6May 14, 2002 2014 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Third Amended and Restated Credit and Security Agreement dated as of November 6May 14, 2002 2014 (the "Funding “Credit Agreement"”), by and among Superior Essex Funding SunGard AR Financing LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "Lender"“Lenders”) and General Electric Capital Corporation, as a lender Lender, a Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement.

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders Managing Agents and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Limit to [$ ], effective as of [ ], [ ] (which is a Business Day). [].1 [This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Limit will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX SIT FUNDING LLC By: Name: Title: CORPORATION By Name Title 1 This day shall be a Business Day at least ten Business Days after the date this notice is given. Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT FACILITY TERMINATION NOTICE [Insert Date] General Electric Capital CorporationThe Bank of Nova Scotia, as Administrative Agent 000 Xxxx Xxx Xxxxxxx Xxxxx Xxxx XxxxxxxxXxx Xxxx, Xxxxxxxxxxx XX 00000 Attention: Vice President—Portfolio/Underwriting Re: Fourth Amended and Restated Receivables Funding and Administration Agreement dated as of November 612, 2002 2010 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Fourth Amended and Restated Receivables Funding and Administration Agreement dated as of November 612, 2002 2010 (the "“Funding Agreement"”), by and among Superior Essex Funding LLC SIT FUNDING CORPORATION (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders") ”), the other parties thereto and General Electric Capital CorporationThe Bank of Nova Scotia, as a Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders Managing Agents and the Administrative Agent of its election to terminate reduce the Maximum Facility Amount Limit to zero effective as of [ ], [ ]12. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX SIT FUNDING LLC By: Name: Title: CORPORATION By Name Title 2 Which day shall be a Business Day at least 20 30 days after the date this notice is given given. Exhibit 2.03(a) to Funding Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital CorporationThe Bank of Nova Scotia, as Administrative Agent 000 Xxxx Xxx Xxxxxxx Xxxxx Xxxx XxxxxxxxXxx Xxxx, Xxxxxxxxxxx XX 00000 Attention: Vice President—Portfolio/Underwriting Re: Fourth Amended and Restated Receivables Funding and Administration Agreement dated as of November 612, 2002 2010 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Fourth Amended and Restated Receivables Funding and Administration Agreement dated as of November 612, 2002 2010 (the "“Funding Agreement"”), by and among Superior Essex Funding LLC SIT FUNDING CORPORATION (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "Lender") “Lenders”), the other parties thereto and General Electric Capital CorporationThe Bank of Nova Scotia, as a lender lender, and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a) 16 of the Funding Credit Agreement, the Borrower hereby irrevocably notifies requests that the Lenders and aggregate commitment under the Credit Agreement be increased by an amount of $ , the total Facility amount shall be $ after giving effect to the full amount of such requested increase, such increase to be effective as of , 20 . The Borrower hereby acknowledges that in the event the Administrative Agent is unable to secure commitments from existing Lenders or new lenders for the entire amount of its election the increase requested hereby on or prior to permanently reduce , 20 [insert the Maximum Facility Amount to [$ 60th day after the date of this request], effective then this request shall be deemed rescinded with respect to commitments not secured on and as of [ ], [ ] (which is a Business Day)such date. [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) As of the Funding Agreement.]] After date of this Request for Facility Increase: (a) the representations and warranties of the Borrower are true and correct as if made on and as of this date, except to the extent such reductionrepresentations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing. Sincerely, the Maximum Facility Amount will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: KENTUCKY POWER COMPANY By Name: Title: Exhibit 2.02(b) to Funding Agreement EXHIBIT D FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital CorporationCONFIRMATION OF FACILITY INCREASE , 20 Kentucky Power Company, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Borrower [ ] [ ] Attention: Vice President—Portfolio/Underwriting [ ] [ ] [ ] Re: Receivables Funding Credit Agreement dated as of November 65, 2002 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Ladies and Gentlemen: This notice Confirmation of Facility Increase is given delivered pursuant to Section 2.02(b) 2.16 of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement. Pursuant to Section 2.02(b) The undersigned confirms receipt of the Funding AgreementNotice of Facility Increase, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.,

Pursuant to Section 2. 02(a) 16 of the Funding Credit Agreement, the Borrower hereby irrevocably notifies requests that the Lenders and aggregate commitment under the Credit Agreement be increased by an amount of $ , the total Facility amount shall be $ after giving effect to the full amount of such requested increase, such increase to be effective as of , 20 . The Borrower hereby acknowledges that in the event the Administrative Agent is unable to secure commitments from existing Lenders or new lenders for the entire amount of its election the increase requested hereby on or prior to permanently reduce , 20 [insert the Maximum Facility Amount to [$ 60th day after the date of this request], effective then this request shall be deemed rescinded with respect to commitments not secured on and as of [ ], [ ] (which is a Business Day)such date. [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) As of the Funding Agreement.]] After date of this Request for Facility Increase: (a) the representations and warranties of the Borrower are true and correct as if made on and as of this date, except to the extent such reductionrepresentations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing. Sincerely, the Maximum Facility Amount will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: KENTUCKY POWER COMPANY By Name: Title: Exhibit 2.02(b) to Funding Agreement [FIFTH THIRD BANK LETTERHEAD] EXHIBIT D FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital CorporationCONFIRMATION OF FACILITY INCREASE , 20 Kentucky Power Company, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Borrower [ ] [ ] Attention: Vice President—Portfolio/Underwriting [ ] [ ] [ ] Re: Receivables Funding Credit Agreement dated as of November 65, 2002 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Ladies and Gentlemen: This notice Confirmation of Facility Increase is given delivered pursuant to Section 2.02(b) 2.16 of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement. Pursuant to Section 2.02(b) The undersigned confirms receipt of the Funding AgreementNotice of Facility Increase, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.,

Pursuant to Section 2. 02(a2(a) of the Funding Credit Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Revolving Commitment Amount by an amount equal to [$ ], effective as of [ ], [ ] (which is a Business Day)]. [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After giving effect to such reduction, the Maximum Facility Revolving Commitment Amount will not be less than the Outstanding Principal Amountequal to [$ ]. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: [ ] By Name Title Credit and Security Agreement Exhibit 2.02(b2.2(b) to Funding Credit and Security Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxxxxx 0 Norwalk, CT 06851 Attention: Xxxx Xxxxx and General Electric Capital Corporation 000 Xxxx XxxxxxxxXxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Senior Counsel-Corporate Finance Re: Receivables Funding Credit and Security Agreement dated as of November 6September 19, 2002 2014 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b2.2(b) of that certain Receivables Funding Credit and Security Agreement dated as of November 6September 19, 2002 2014 (the "Funding “Credit Agreement"”), by and among Superior Essex Funding ANR Second Receivables Funding, LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as revolving lenders (the "“Revolving Lenders") ”), the financial institutions party thereto as LC Lenders, Xxxxxxx Business Credit Corporation and General Electric Capital Corporation, as a Lender swing line lender (the “Swingline Lender” and, together with the Revolving Lenders, the “Lenders”) and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement. Pursuant to Section 2.02(b2.2(b) of the Funding Credit Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Revolving Commitment Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given [ ] By Name Title Credit and Security Agreement Exhibit 2.3(a) to Credit and Security Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxxxxx 0 Norwalk, CT 06851 Attention: Xxxx Xxxxx and General Electric Capital Corporation 000 Xxxx XxxxxxxxXxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Senior Counsel-Corporate Finance Re: Receivables Funding Credit and Security Agreement dated as of November 6September 19, 2002 2014 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a2.3(a) of that certain Receivables Funding Credit and Security Agreement dated as of November 6September 19, 2002 2014 (the "Funding “Credit Agreement"”), by and among Superior Essex Funding ANR Second Receivables Funding, LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as revolving lenders (the "Lender") “Revolving Lenders”), the financial institutions party thereto as LC Lenders, Xxxxxxx Business Credit Corporation and General Electric Capital Corporation, as a swing line lender (the “Swingline Lender” and, together with the Revolving Lenders, the “Lenders”) and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Credit Agreement.

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Aggregate Commitment to [$ $_____], effective as of [ [_____ __], [ [___].[1] (which is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Aggregate Commitment will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX REXNORD FUNDING LLC By: Name: Title: Exhibit [1] This day shall be a Business Day at least ten Business Day after the date this notice is given. EXHIBIT 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital CorporationMizuho Bank, Ltd., as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding and Administration Agreement dated as of November 6September 25, 2002 2020 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding and Administration Agreement dated as of November 6September 25, 2002 2020 (the "“Funding Agreement"”), by and among Superior Essex Rexnord Funding LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders"”) and General Electric Capital CorporationMizuho Bank, Ltd., as a Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a3(a) of the Funding Credit Agreement, the Borrower hereby irrevocably notifies requests that a Borrowing be made to the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount to [$ ], effective as of Borrower on [ ], [ ], in the amount of [$[ ],] (which is a Business Day). [[This reduction is to be disbursed to the [first/second] reduction [for the current calendar year] permitted by Borrower in accordance with Section 2.02(a2.3(b) of the Funding Credit Agreement.. The Borrower requests that such Borrowing be a [LIBOR Rate Advance][Index Rate Advance]] After . The Borrower hereby represents and warrants that the conditions set forth in Section 3.2 of the Credit Agreement (and all other conditions precedent to such reductionBorrowing in the Credit Agreement) have been satisfied. Attached hereto is a certificate setting forth a pro forma calculation of the Borrowing Base after giving effect to the acquisition by the Borrower of new Transferred Receivables and the receipt of Collections since the date of the most recent Borrowing Base Certificate, and the Maximum Facility Amount will not be less than the Outstanding Principal Amountmaking of such Borrowing. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: [ ] By Credit and Security Agreement Name Title Credit and Security Agreement Exhibit 2.02(b2.3(b)(iv) to Funding Credit and Security Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, OF CONVERSION/CONTINUATION GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxxunder the Credit Agreement referred to below , Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Alpha Second Receivables Funding Funding, LLC (the “Borrower”) Reference is made to that certain Credit and Security Agreement dated as of November 6September 19, 2002 Ladies 2014 (including all annexes, exhibits and Gentlemen: This notice is given pursuant schedules thereto and as from time to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6time amended, 2002 (restated, supplemented or otherwise modified, the "Funding “Credit Agreement"”), by and among Superior Essex Funding LLC the Borrower, the financial institutions party thereto as revolving lenders (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"“Revolving Lenders”), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacitylc lenders, the "Swing Line Lender, Xxxxxxx Business Credit Corporation and the Administrative Agent"). Capitalized terms used and herein but not otherwise defined herein shall have the respective meanings ascribed to them such terms in the Funding Credit Agreement. Pursuant The Borrower hereby gives you irrevocable notice, pursuant to Section 2.02(b2.3(b)(iv) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent Credit Agreement of its election to terminate request for the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 following (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.“Proposed Conversion/Continuation”):

Pursuant to Section 2. 02(a6(a) of the Funding Repurchase Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Seller has given Agent of its election written notice to permanently reduce the Maximum Facility Amount Aggregate Commitment, ratably, by $50,250,000.00, to [$ ], $99,750,000.00 effective as of [ ]the date of this Amendment. To reflect the foregoing, [ ] the definition of Maximum Aggregate Commitment and Schedule BC are amended as set forth below. 3. The definition of “Liquidity” in Section 1.2 of the Repurchase Agreement is amended to read in its entirety as follows: “Liquidity” means, as of any date of determination, (a) the market value, as reasonably determined by Agent, of all cash or Cash Equivalents (including any amounts held in the Funding Account, Operating Account or Income Account), beneficially owned by Seller as of such date and which is are not subject to any pledge, security interest, lien, mortgage, hypothecation or other encumbrance, except (i) in favor of Agent to secure the Obligations, and (ii) in the case of cash deposits held in a Business Daydeposit account at a financial institution (other than Agent). [[This reduction is , in favor of such financial institution to secure deposit account-related liabilities arising in the [first/second] reduction [ordinary course so long as Seller has the unrestricted right, at any time, to access, withdraw, assign or transfer such deposits, and such deposits are not subject to any account control agreement or other agreement under which such rights are or can be restricted (other than in favor of the Agent), plus (b) the amount by which the aggregate Purchase Value of all Purchased Loans at such time exceeds the aggregate Purchase Price outstanding for all Open Transactions at such time, provided, however, for purposes of this paragraph (b), the current calendar year] permitted “Purchase Value” of Purchased Loans shall not be reduced by Section 2.02(athe proviso in subparagraph (i) of paragraph (b) of the Funding Agreementdefinition of “Purchase Value.]] After such reduction” 4. The definition of “Maximum Aggregate Commitment” in Section 1.2 of the Repurchase Agreement is amended to read in its entirety as follows: “Maximum Aggregate Commitment” means the maximum Aggregate Outstanding Purchase Price that is allowed to be outstanding under this Agreement on any day, being the Maximum Facility Amount will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporationamount set forth in Schedule BC in effect for that day, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies it may be decreased and Gentlemen: This notice is given increased pursuant to Section 2.02(b2.6. The Maximum Aggregate Commitment on January 9, 2014, being the date of the Second Amendment to this Agreement, is Ninety Nine Million Seven Hundred Fifty Thousand and 00/100 Dollars ($99,750,000.00). 5. Schedule BC of the Repurchase Agreement is amended and restated by Schedule BC attached hereto. 6. Paragraph (7) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant Schedule EL to the Fee Letter at the time Repurchase Agreement is amended and restated to read in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC Byits entirety as follows: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 “(the "Funding Agreement"7), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders Managing Agents and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Limit to [$ ], effective as of [ ], [ ] (which is a Business Day). [].1 [This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Advances Outstanding shall equal [$ ] and will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX SIT FUNDING LLC By: Name: Title: CORPORATION By Name Title 1 This day shall be a Business Day at least ten Business Days after the date this notice is given. Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT FACILITY TERMINATION NOTICE [Insert Date] General Electric Capital CorporationBank of America, N.A., as Administrative Agent 000 Xxxx Xxxxx Xxxx XxxxxxxxXxxxx Xxxxxx, Xxxxxxxxxxx 00000 19th Floor NC1-027-19-01 Charlotte, NC 28255 Attention: Vice President—Portfolio/Underwriting ABCP Funding Group Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: Third Amended and Restated Receivables Funding and Administration Agreement dated as of November 6January 23, 2002 2009 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding and Administration Agreement dated as of November 6January 23, 2002 2009 (the "“Funding Agreement"”), by and among Superior Essex Funding LLC SIT FUNDING CORPORATION (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders") ”), the other parties thereto and General Electric Capital CorporationBank of America, N.A., as a Lender, Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders Managing Agents and the Administrative Agent of its election to terminate reduce the Maximum Facility Amount Limit to zero effective as of [ ], [ ]12. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX SIT FUNDING LLC By: Name: Title: CORPORATION By Name Title 2 Which day shall be a Business Day at least 20 30 days after the date this notice is given given. Exhibit 2.03(a) to Funding Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital CorporationBank of America, N.A., as Administrative Agent 000 Xxxx Xxxxx Xxxx XxxxxxxxXxxxx Xxxxxx, Xxxxxxxxxxx 00000 19th Floor NC1-027-19-01 Charlotte, NC 28255 Attention: Vice President—Portfolio/Underwriting ABCP Funding Group Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: Third Amended and Restated Receivables Funding and Administration Agreement dated as of November 6January 23, 2002 2009 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding and Administration Agreement dated as of November 6January 23, 2002 2009 (the "“Funding Agreement"”), by and among Superior Essex Funding LLC SIT FUNDING CORPORATION (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "Lender") “Lenders”), the other parties thereto and General Electric Capital CorporationBank of America, N.A., as a lender lender, the Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Aggregate Commitment to [$ ], effective as of [ ], [ ] (which is a Business Day). ].1 [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Aggregate Commitment will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX REXNORD FUNDING LLC By: Name: Title: By Name Title 1 This day shall be a Business Day at least ten Business Day after the date this notice is given. Amended and Restated Receivables Funding and Administration Agreement Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxxxx Xxxxx Xxxx XxxxxxxxNorwalk, Xxxxxxxxxxx 00000 Connecticut 06851 Attention: Vice President—President – Portfolio/Underwriting Re: Amended and Restated Receivables Funding and Administration Agreement dated as of November 6May 20, 2002 2011 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Amended and Restated Receivables Funding and Administration Agreement dated as of November 6May 20, 2002 2011 (the "“Funding Agreement"”), by and among Superior Essex Rexnord Funding LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders"”) and General Electric Capital Corporation, as a Lender, Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount Aggregate Commitment effective as of [ ], [ ]12. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h2.03(g) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX REXNORD FUNDING LLC By: Name: Title: By Name Title 2 Which day shall be a Business Day at least 20 30 days after the date this notice is given given. Amended and Restated Receivables Funding and Administration Agreement Exhibit 2.03(a) to Funding Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxxxx Xxxxx Xxxx XxxxxxxxNorwalk, Xxxxxxxxxxx 00000 Connecticut 06851 Attention: Vice President—President – Portfolio/Underwriting Re: Amended and Restated Receivables Funding and Administration Agreement dated as of November 6May 20, 2002 2011 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Amended and Restated Receivables Funding and Administration Agreement dated as of November 6May 20, 2002 2011 (the "“Funding Agreement"”), by and among Superior Essex Rexnord Funding LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "Lender"“Lenders”) and General Electric Capital Corporation, as a lender lender, a Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Aggregate Commitment to [$ ], effective as of [ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Aggregate Commitment will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING AKS RECEIVABLES, LLC By: AKSR INVESTMENTS, INC., as its Managing Member By: Name: Title: Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—President – Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6May 27, 2002 2004 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6May 27, 2002 2004 (the "“Funding Agreement"”), by and among Superior Essex Funding AKS Receivables, LLC (the "“Borrower"”), Superior Telecommunications Inc. AK Steel Corporation (the "“Servicer"”), the financial institutions party thereto as lenders (the "“Lenders"”) and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount Aggregate Commitment effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING AKS RECEIVABLES, LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital CorporationAKSR INVESTMENTS, INC., as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attentionits Managing Member By: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.Name:

Pursuant to Section 2. 02(a) of the Funding Credit Agreement, please make the Loans described below. [Domestic][LIBOR] Business Day of proposed borrowing: Amount of Loan requested: $ Aggregate amount of Loans outstanding (after giving effect to the Loan requested hereby): $ Maximum Loans per attached Borrowing Base Report: $ [Interest Period:] [Instructions for Wire to Third Party:] Attached hereto is a Borrowing Base Report dated as of [Insert the date of the Domestic Business Day immediately preceding the date of this Notice of Borrowing]. The undersigned hereby certifies that: (a) on the date of this notice and immediately after giving effect to the borrowing of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Borrowing Base, the Aggregate Commitment Amount and the Maximum Amount, (b) the representations and warranties of the Borrower hereby irrevocably notifies in Article IV of the Lenders Credit Agreement are true and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount to [$ ], effective correct in all material respects as of [ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for date hereof and will be true and correct in all material respects immediately after giving effect to the current calendar year] permitted by Section 2.02(a) borrowing of the Funding Agreement.]] After Loan(s) as set forth herein, in each case except to the extent such reductionrepresentations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) no Default or Event of Default has occurred and is continuing or will occur immediately after giving effect to the Maximum Facility Amount will not be less than the Outstanding Principal Amountborrowing, as set forth herein. Very truly yours, SUPERIOR ESSEX FUNDING LLC WESTERN ASSET PREMIER BOND FUND By: Name: Title: Exhibit 2.02(b) to Funding Agreement EXHIBIT C FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.DATE:

Pursuant to Section 2. 02(a) of the Funding Credit Agreement, please make the Loans described below. [Domestic][LIBOR] Business Day of proposed borrowing: Amount of Loan requested: $ Aggregate amount of Loans outstanding (after giving effect to the Loan requested hereby): $ Maximum Loans per attached Borrowing Base Report: $ [Interest Period:] [Instructions for Wire to Third Party/Paying Agent:] EXHIBIT B - FORM OF NOTICE OF BORROWING Attached hereto is a Borrowing Base Report dated as of The undersigned hereby certifies that: (a) on the date of this notice and immediately after giving effect to the borrowing of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Borrowing Base, the Aggregate Commitment Amount and the Maximum Amount, (b) the representations and warranties of the Borrower hereby irrevocably notifies in Article IV of the Lenders Credit Agreement are true and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount to [$ ], effective correct in all material respects as of [ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for date hereof and will be true and correct in all material respects immediately after giving effect to the current calendar year] permitted by Section 2.02(a) borrowing of the Funding Agreement.]] After Loan(s) as set forth herein, in each case except to the extent such reductionrepresentations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) no Default or Event of Default has occurred and is continuing or will occur immediately after giving effect to the Maximum Facility Amount will not be less than the Outstanding Principal Amountborrowing, as set forth herein. Very truly yours, SUPERIOR ESSEX FUNDING LLC NEXPOINT CREDIT STRATEGIES FUND By: Name: Title: Exhibit 2.02(b) to Funding Agreement EXHIBIT B – FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given OF BORROWING EXHIBIT C FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lender") and General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.NOTICE OF CONVERSION DATE:

Pursuant to Section 2. 02(a) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to permanently reduce the Maximum Facility Amount Aggregate Commitment to [$ $_____], effective as of [ [_____ __], [ ] (which is a Business Day). [[This ___].[[This reduction is the [first/second/third/fourth] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount Aggregate Commitment will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: [___________] By ___________________________________ Name _________________________________ Title __________________________________ Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital CorporationXxxxx Fargo Bank, National Association, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx 00000 Suite 1600 Atlanta, Georgia 30328 Attention: Vice President—Portfolio/Underwriting Xxxxx Xxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000] Re: Amended and Restated Receivables Funding and Administration Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Amended and Restated Receivables Funding and Administration Agreement dated as of November 6March 15, 2002 2017 (the "“Funding Agreement"”), by and among Superior Essex CMI Receivables Funding LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "“Lenders"”) and General Electric Capital CorporationXxxxx Fargo Bank, National Association, as a Lender, Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to Section 2.02(b) of the Funding Agreement, the Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount Aggregate Commitment effective as of [ [_____ __], [ [___]1. In connection therewith, the Borrower shall reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h2.03(g) and pay any other fees that are due and payable pursuant to the Fee Letter at the time and in the manner specified therein. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given [___________] By ___________________________________ Name _________________________________ Title __________________________________ Exhibit 2.03(a) to Funding Agreement FORM OF BORROWING REQUEST [Insert Date] General Electric Capital CorporationXxxxx Fargo Bank, National Association, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx 00000 Suite 1600 Atlanta, Georgia 30328 Attention: Vice President—Portfolio/Underwriting Xxxxx Xxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Re: Amended and Restated Receivables Funding and Administration Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.03(a) of that certain Amended and Restated Receivables Funding and Administration Agreement dated as of November 6March 15, 2002 2017 (the "“Funding Agreement"”), by and among Superior Essex CMI Receivables Funding LLC (the "“Borrower"), Superior Telecommunications Inc. (the "Servicer"”), the financial institutions party thereto as lenders (the "Lender"“Lenders”) and General Electric Capital CorporationXxxxx Fargo Bank, National Association, as a lender lender, a Swing Line Lender and as administrative agent for the Lenders (in such capacity, the "“Administrative Agent"”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement.