COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • August 28th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
amongCredit Agreement • April 7th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT, dated as of April 14, 1997, among ESSEX INTERNATIONAL INC., a Delaware corporation ("ESI"), BESSEMER HOLDINGS, L.P., a Delaware limited partnership ("BHLP"), BESSEC HOLDINGS, L.P., a Delaware limited...Registration Rights Agreement • August 14th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
ESSEX INTERNATIONAL INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT (U.S. VERSION) --------------Essex International Inc / • April 15th, 1997 • Drawing & insulating of nonferrous wire • New York
Exhibit 9.04 AMENDMENT NO. 1 dated as of July 3, 1996, to the MANAGEMENT STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT dated as of October 9, 1992 (as amended hereby, and as further amended from time to time, the "Management Stockholders Agreement"),...BCP/Essex Holdings Inc • February 19th, 1997 • Drawing & insulating of nonferrous wire • New York
Common Stock (par value of $.01 per share)Underwriting Agreement • May 23rd, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
Exhibit 99.2 AMENDMENT NO. 1 dated as of June 5, 1995, to REGISTRATION RIGHTS AGREEMENT dated as of October 9, 1992, among BCP/ESSEX HOLDINGS, INC. (as successor by merger to B E Acquisition Corporation) ("Holdings") and the Persons (other than...Registration Rights Agreement • February 19th, 1997 • BCP/Essex Holdings Inc • Drawing & insulating of nonferrous wire • New York
EXHIBIT 2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
CREDIT AGREEMENT, dated as of October 31, 1996, among BCP/ESSEX HOLDINGS INC., a Delaware corporation ("BCP Holdings"), ESSEX GROUP, INC., a Michigan corporation (the "Company"), the several banks and other financial institutions from time to time...Credit Agreement • November 13th, 1996 • BCP/Essex Holdings Inc • Drawing & insulating of nonferrous wire • New York
Exhibit 6 [LETTERHEAD OF ESSEX INTERNATIONAL INC.] October 28, 1998 Dear Stockholder: I am pleased to inform you that on October 21, 1998, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition...Essex International Inc / • October 28th, 1998 • Drawing & insulating of nonferrous wire
Exhibit 10.5 TERMINATION BENEFITS AGREEMENT This Termination Benefits Agreement ("Agreement") is made and entered into as of , 1997 by and between BCP/Essex Holdings Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), and , a...Termination Benefits Agreement • April 10th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • Indiana
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT, dated as of April [ ], 1997, among ESSEX INTERNATIONAL INC., a Delaware corporation ("ESI"), BESSEMER HOLDINGS, L.P., a Delaware limited partnership ("BHLP"), BESSEC HOLDINGS, L.P., a Delaware limited...Registration Rights Agreement • April 10th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
ESSEX FUNDING INC. LOAN AND SECURITY AGREEMENT dated as of April 29, 1998 THREE RIVERS FUNDING CORPORATION TABLE OF CONTENTSLoan and Security Agreement • May 13th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
EXHIBIT 4.2 AMENDMENT NUMBER 1 dated as of April 1, 1993, to STOCK AND WARRANT SUBSCRIPTION AGREEMENT dated as of October 9, 1992 (as amended hereby, and as further amended from time to time, the "Subscription Agreement"), among (i) B E ACQUISITION...Number • August 14th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
Common Stock (par value $.01 per share)Essex International Inc / • May 23rd, 1997 • Drawing & insulating of nonferrous wire • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Essex International Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
COMMON STOCK (PAR VALUE OF $.01 PER SHARE)Underwriting Agreement • August 28th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
VOTING AGREEMENTVoting Agreement • October 28th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire • Delaware
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.
ANDSales and Servicing Agreement • May 13th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
AMENDMENT NO. 1Agreement and Lease • November 7th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire
EXHIBIT 3 MUTUAL CONFIDENTIALITY AGREEMENT This mutual confidentiality agreement ("Agreement") is between Essex Group, Inc., with offices in Ft. Wayne, Indiana, and Superior TeleCom Inc., with offices at 1790 Broadway, New York, NY 10019. WHEREAS, the...Mutual Confidentiality Agreement • October 28th, 1998 • Essex International Inc / • Drawing & insulating of nonferrous wire • Indiana
ESSEX INTERNATIONAL INC. Common Stock ------------------- Custody AgreementEssex International Inc / • May 23rd, 1997 • Drawing & insulating of nonferrous wire • New York
Exhibit 9.05 AMENDMENT NO. 2 dated as of December 11, 1996, to the MANAGEMENT STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT dated as of October 9, 1992, as amended by Amendment No. 1 dated as of July 3, 1996 (as so amended, the "Management...BCP/Essex Holdings Inc • February 19th, 1997 • Drawing & insulating of nonferrous wire • New York
W I T N E S S E T H :Credit Agreement • April 10th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
Exhibit 1.2 ESSEX INTERNATIONAL INC. COMMON STOCK (PAR VALUE OF $.01 PER SHARE) UNDERWRITING AGREEMENT (INTERNATIONAL VERSION) ....................., 1997Essex International Inc / • April 15th, 1997 • Drawing & insulating of nonferrous wire • New York
Exhibit 7 --------------------------------------------------------------------- ----------- [LETTERHEAD OF GOLDMAN, SACHS & CO.] PERSONAL AND CONFIDENTIAL ---- ---------------------------------------------------------------------------- October 21,...Essex International Inc / • October 28th, 1998 • Drawing & insulating of nonferrous wire
Essex International Inc. October 21, 1998 Page Two Agreement among Buyer, Merger Sub and certain stockholders of the Company attached as exhibits thereto; the form of Buyer's Indenture for the 8.5% Subordinated Convertible Exchange Debentures due 2013; the Company's Prospectus for the initial public offering of Shares dated April 17, 1997; the Company's Prospectus for the secondary offering of Shares dated September 17, 1997; Buyer's Prospectus for the initial public offering of Buyer's common stock dated October 11, 1996; Annual Report to Stockholders of the Company for the year ended December 31, 1997 and Annual Reports on Form 10-K of the Company and its predecessor for the five years ended December 31, 1997; Annual Reports to Stockholders and Annual Reports on Form 10-K of Buyer for the two fiscal years ended April 30, 1998; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and Buyer; certain other communications from the Company and Buyer to
ESSEX INTERNATIONAL INC. Common Stock Lock-Up AgreementEssex International Inc / • May 23rd, 1997 • Drawing & insulating of nonferrous wire • New York
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 exchangeabl
Exhibit 9.6 TERMINATION, AMENDMENT AND APPROVAL AGREEMENT (the "Agreement"), dated as of April 1, 1997, among BESSEMER HOLDINGS, L.P. (as successor to Bessemer Capital Partners, L.P.), ("BHLP"), BESSEC HOLDINGS, L.P., BESSEMER HOLDINGS SPECIAL...Termination, Amendment and Approval Agreement • April 10th, 1997 • Essex International Inc / • Drawing & insulating of nonferrous wire • New York
Exhibit 4.04 AMENDMENT NO. 2 dated as of June 5, 1995, to STOCK AND WARRANT SUBSCRIPTION AGREEMENT dated as of October 9, 1992, among BCP/ESSEX HOLDINGS, INC. (as successor by merger to B E Acquisition Corporation) ("Holdings") and each of the parties...Stock and Warrant Subscription Agreement • February 19th, 1997 • BCP/Essex Holdings Inc • Drawing & insulating of nonferrous wire • New York
