SUPERIOR ESSEX COMMUNICATIONS LP, and ESSEX GROUP, INC., as U.S. Borrowers, and ESSEX GROUP CANADA INC. as Canadian Borrower SECOND AMENDED AND RESTATED LOAN AGREEMENT August 5, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders with BANK OF AMERICA,...Loan Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is dated August 5, 2008, among SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership (“Communications”), ESSEX GROUP, INC., a Michigan corporation (“EGI”, and together with Communications, collectively, “U.S. Borrowers” and each a “U.S. Borrower”), ESSEX GROUP CANADA INC., a Nova Scotia company (“Canadian Borrower”, and together with U.S. Borrowers, collectively, “Borrowers” and each a “Borrower”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns, “Bank of America”), acting as a U.S. Lender and an Issuing Bank, and in its capacity as Administrative Agent, and BANK OF AMERICA, N.A., acting through its Canada branch, as a Canadian Lender and in its capacity as Canadian Agent. Capitalized terms used in this Agreement have the meanings ascribed to them in Sectio
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made on August 5, 2008, by and among SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership (“Communications”); ESSEX GROUP, INC., a Michigan corporation (“EGI”; Communications and EGI are collectively referred to herein as “U.S. Borrowers” and individually as “U.S. Borrower”); SUPERIOR ESSEX HOLDING CORP., a Delaware corporation (“SEHC”); SE COMMUNICATIONS GP INC., a Delaware corporation (“Communications GP”); ESSEX INTERNATIONAL INC., a Delaware corporation (“Essex International”); ESSEX CANADA INC., a Delaware corporation (“Essex Canada”); ESSEX GROUP MEXICO INC., a Delaware corporation (“Essex Mexico”); and ESSEX MEXICO HOLDINGS, L.L.C., a Delaware limited liability company (“EMH”; SEHC, Communications GP, Essex International, Essex Canada, Essex Mexico, and EMH are collectively referred to herein as “Guarantors” and individually as “Guarantor”, and collectively with Communications and EGI, “U.S. Obligors”
AGREEMENT REGARDING ENVIRONMENTAL MATTERSAgreement Regarding Environmental Matters • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings)
THIS AGREEMENT REGARDING ENVIRONMENTAL MATTERS (this “Agreement”) is made on August 5, 2008, by SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership (“Communications”), ESSEX GROUP, INC., a Michigan corporation (“EGI”; Communications and EGI are collectively referred to herein as “Indemnitors” and individually as an “Indemnitor”), each with a mailing address at 6120 Powers Ferry Road, Suite 150, Atlanta, Georgia 30339, in favor of BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339, as administrative and collateral agent (in such capacity, together with its successors in such capacity, “Agent”) for each of the financial institutions (collectively, “Lenders”) now or hereafter parties to the Loan Agreement (as defined below), and the other Credit Parties (as defined in the Loan Agreement).
AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made on August 5, 2008, by SUPERIOR ESSEX INC., a Delaware corporation (“SEI”); SUPERIOR ESSEX HOLDING CORP., a Delaware corporation (“Parent”); SE COMMUNICATIONS GP INC., a Delaware corporation (“SEC GP”); ESSEX INTERNATIONAL INC., a Delaware corporation (“Essex International”); ESSEX CANADA INC., a Delaware corporation (“Essex Canada”); ESSEX GROUP MEXICO INC., a Delaware corporation (“Essex Mexico”); and ESSEX MEXICO HOLDINGS, L.L.C., a Delaware limited liability company (“EMH”; SEI, Parent, SEC GP, Essex International, Essex Canada, Essex Mexico, and EMH are collectively referred to herein as “Guarantors” and individually as “Guarantor”), in favor of each of the financial institutions (collectively, “Lenders”) now or hereafter parties to the Loan Agreement (as defined below) and BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, G
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made on August 5, 2008, by SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership with a mailing address at 6120 Powers Ferry Road, Suite 150, Atlanta, Georgia 30339, and ESSEX GROUP, INC., a Michigan corporation with a mailing address at 1601 Wall Street, Fort Wayne, Indiana 46802 (each herein called a “Guarantor” and collectively, “Guarantors”), in favor of each of the financial institutions (collectively, “Lenders”) now or hereafter parties to the Loan Agreement (as defined below) and BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339, as administrative and collateral agent (in such capacity, together with its successors in such capacity, “Agent”) for each of Lenders and the other Credit Parties (as defined in the Loan Agreement) (Agent and each other Credit Party being referred to individually as a “Guaranteed Party” and collec
AMENDED AND RESTATED PLEDGE AGREEMENT (GUARANTORS)Pledge Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made on August 5, 2008, by and among SUPERIOR ESSEX INC., a Delaware corporation (“SEI”); SUPERIOR ESSEX HOLDING CORP., a Delaware corporation (“SEHC”); SE COMMUNICATIONS GP INC., a Delaware corporation (“SEC GP”); ESSEX INTERNATIONAL INC., a Delaware corporation (“Essex International”); ESSEX CANADA INC., a Delaware corporation (“Essex Canada”); ESSEX GROUP MEXICO INC., a Delaware corporation (“Essex Mexico”); and ESSEX MEXICO HOLDINGS, L.L.C., a Delaware limited liability company (“EMH”; SEI, SEHC, SEC GP, Essex International, Essex Canada, Essex Mexico, and EMH are collectively referred to herein as “Pledgor” and individually as “Pledgors”), and BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339, as administrative and collateral agent (in such capacity, together with its successors in such capacity, “Agent”) for each of the finan
AMENDED AND RESTATED PLEDGE AGREEMENT (U.S. BORROWERS)Pledge Agreement • August 11th, 2008 • Superior Essex Inc • Nonferrous foundries (castings) • Georgia
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made on August 5, 2008, by and among SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership (“Communications”); ESSEX GROUP, INC., a Michigan corporation (“EGI”; Communications and EGI are collectively referred to herein as “Pledgors” and individually as “Pledgor”), and BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339, as administrative and collateral agent (in such capacity, together with its successors in such capacity, “Agent”) for each of the financial institutions (collectively, “Lenders”) now or hereafter parties to the Loan Agreement (as defined below), and the other Secured Parties (as defined in the Loan Agreement).
