Unassociated Document


    Exhibit
      10(rr)

    


    NON-COMPETITION
      AGREEMENT

    


    THIS
      NON-COMPETITION AGREEMENT (this “Agreement”), is made this 31st day
      of
      January, 2006, by and among Essex Electric Inc., a Delaware corporation
      (“Seller”), The Alpine Group, Inc., a Delaware corporation (“Alpine”), Alpine
      Holdco Inc., a Delaware corporation (“Holdco”), and Steven S. Elbaum (“Elbaum”)
      (Essex, Alpine, Holdco and Elbaum shall be referred to individually as an
“Obligated Party” and collectively as the “Obligated Parties”) and Southwire
      Company, a Delaware corporation (“Buyer”).

    


    WITNESSETH
      :

    


    Buyer
      and
      Seller have entered into an Asset Purchase Agreement, dated as of September
      30,
      2005 (the “Asset Purchase Agreement”), pursuant to which Seller has,
      concurrently herewith, sold to Buyer certain assets of Seller (collectively,
      the
“Purchased Assets”) on the terms and subject to conditions set forth in the
      Asset Purchase Agreement. Each Obligated Party has intimate knowledge of certain
      confidential information and business practices of Seller, which, if exploited
      by an Obligated Party in contravention of this Agreement, could seriously,
      adversely and irreparably harm Buyer. It is a condition to the respective
      obligations of Buyer and Seller under the Asset Purchase Agreement that the
      parties hereto enter into a non-competition agreement in the form of this
      Agreement. Each Obligated Party acknowledges that Buyer is concurrently herewith
      paying substantial consideration for the Purchased Assets and that payment
      of
      such consideration will inure to its best interests and is, therefore, willing
      to execute this Agreement and abide by and be bound by the covenants and
      agreements contained herein.

    


    NOW,
      THEREFORE, in consideration of the premises herein contained, and for other
      good
      and valuable consideration, the receipt, adequacy and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

    


    1.     Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    (a)     “Confidential
      Information”
means
      information (in any form or media) concerning Seller’s customers, prospective
      customers (including lists of customers and prospective customers), methods
      of
      operation, manufacturing processes, know-how, designs, custom software, business
      plans, contracts, billing rates or procedures, suppliers, business methods,
      management, employees, employee compensation, or any other business information
      relating to Seller (whether constituting a trade secret or proprietary or
      otherwise) that has material value to Seller and is treated by Seller as being
      confidential; provided,
      however,
      that
      Confidential Information shall not include any information that (i) is or
      becomes generally available to the public other than as a result of disclosure
      by any Obligated Party, (ii) is required to be disclosed by Law or by a court
      or
      Governmental Authority of competent jurisdiction, or (iii) was or becomes
      available to an Obligated Party on a non-confidential basis and from a source
      (other than a party to this Agreement or any of its Affiliates) that is not
      known to the Obligated Party to be bound by a confidentiality
      agreement.

     

    (b)     “Restricted
      Business”
means
      the manufacture and sale of electrical wire of the type manufactured and sold
      by
      Seller on the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)     “Restricted
      Customer”
means
      (i) any Person to whom goods or services were sold or provided by Seller during
      the 18-month period prior to the date hereof and (ii) any Person whom Seller
      solicited for the purpose of selling or providing goods or services with respect
      to the Business to such Person during the 18-month period prior to the date
      hereof.

     

    (d)     “Restricted
      Territory”
means
      that geographical area consisting of the United States, Canada and
      Mexico.

     

    All
      capitalized terms used herein which are not defined herein shall have the
      meanings assigned to them in the Asset Purchase Agreement.

    


    2.     Covenants
      of Each Obligated Party.
      

     

    (a)     Subject
      to Section 2(b) hereof, each Obligated Party, severally and not jointly,
      covenants and agrees that he or it, as the case may be, will not, directly
      or
      indirectly (whether through an Affiliate, a designated Person or otherwise),
      during the period commencing on the date hereof and ending seven years
      hereafter:

     

    (i)     engage
      in
      the Restricted Business in the Restricted Territory, or own, manage, operate,
      join, control, assist or participate in directly or indirectly (including as
      a
      stockholder, partner, proprietor, consultant, independent contractor or lender),
      any Person that is, directly or indirectly, engaged in the Restricted Business
      in the Restricted Territory;

    


    (ii)     solicit
      or call upon any Restricted Customer with a view to selling or providing to
      such
      Restricted Customer any product or service included in the Restricted
      Business;

    


    (iii)     disclose
      to
      any Person that is engaged in the Restricted Business, or use or otherwise
      exploit for its own benefit or for the benefit of any such Person, any
      Confidential Information; or

    


    (iv)     except
      for general solicitations not directed at Buyer or its employees, solicit or
      seek to induce any employee of Buyer to terminate his or her employment with
      Buyer and accept employment with an Obligated Party, with an Affiliate of an
      Obligated Party, or with any other Person engaged in the Restricted Business
      in
      the Restricted Territory.

    


    (b)     Notwithstanding
      anything else contained in this Agreement, (I) nothing in Section 2(a)(i) or
      2(a)(ii) shall prohibit any Obligated Person from (i) owning less than 5% of
      the
      shares of capital stock of a publicly-held company engaged in the Restricted
      Business in the Restricted Territory, (ii) owning a Person which is not
      Principally Engaged (as such term is hereinafter defined) in the Restricted
      Business in the Restricted Territory (a “Diversified Target”) (iii) collecting
      accounts receivable of the Business that arose from pre-Closing operations,
      or
      (iv) protecting, preserving, disposing of or otherwise exploiting the Excluded
      Assets and (II) if an Obligated Person acquires a Diversified Target, such
      Obligated Person shall (i) initiate the sale, transfer or divestiture of the
      portion of the Diversified Target which is engaged in the Restricted Business
      in
      the Restricted Territory no later than 90 days after the consummation of the
      acquisition of the Diversified Target and (ii) sell, transfer or otherwise
      divest itself of the portion of the Diversified Target which is engaged in
      the
      Restricted Business in the Restricted Territory not later than 18 months after
      the consummation of the acquisition of the Diversified Target. As used herein,
      the term “Principally Engaged” shall mean any Person (i) that derives at least
      75% of its total income from the Restricted Business in the Restricted Territory
      or (ii) whose total assets employed in the Restricted Business in the Restricted
      Territory are 25% or more of such Person’s total consolidated
      assets.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c)     Each
      Obligated Party, severally and not jointly, hereby acknowledges and agrees
      that
      the prohibitions against disclosure of Confidential Information provided herein
      are in addition to, and not in lieu of, any rights or remedies that Buyer may
      have available to it pursuant to the laws of any jurisdiction or at common
      law
      to prevent the disclosure of trade secrets or proprietary information, and
      the
      enforcement by Buyer of its rights and remedies pursuant to this Agreement
      shall
      not be construed as a waiver of any other rights or available remedies which
      it
      may possess at law or in equity absent this Agreement.

     

    3.     Availability
      of Injunctive Relief.
      Each
      Obligated Party, severally and not jointly, acknowledges that its breach of
      any
      covenant contained in this Agreement will result in irreparable injury to Buyer
      and that Buyer’s remedy at law for such a breach will be inadequate and will be
      extremely difficult to calculate or determine. Accordingly, each Obligated
      Party, severally and not jointly, agrees and consents that upon any such breach
      Buyer shall, in addition to all other remedies available to Buyer at law or
      in
      equity, be entitled to seek appropriate equitable relief, including preliminary
      and permanent injunctions (without the posting of any bond), to enjoin or
      restrain any such breach.

     

    4.     Severability.
      Should
      any provision of this Agreement be determined to be invalid, illegal or
      unenforceable, such invalid, illegal or unenforceable provision shall be deemed
      to be severed herefrom and the validity, legality and enforceability of the
      remaining provisions hereof shall not, in any way, be affected or impaired
      thereby.

     

    5.    Integrated
      Agreement and Consideration.
      This
      Agreement constitutes the entire agreement among the parties hereto with regard
      to the subject matter hereof, and there are no agreements, understandings,
      restrictions, warranties or representations relating to said subject matter
      among the parties other than those set forth herein. Each Obligated Party,
      severally and not jointly, hereby acknowledges that the acquisition by Buyer
      from Seller of the Purchased Assets pursuant to the Asset Purchase Agreement
      constitutes good and valuable consideration received by each Obligated Party
      for
      the covenants and agreements of each Obligated Party contained in this
      Agreement, and such covenants and agreements are ancillary to the sale of the
      Purchased Assets. 

     

    6.     Third
      Party Beneficiaries.
      Nothing
      in this Agreement, express or implied, is intended to confer upon any third
      party any rights or remedies of any nature whatsoever under or by reason of
      this
      Agreement. 

     

    7.     Notices.

    


    (a)     All
      notices,
      requests, demands and other communications hereunder shall be either (i)
      delivered in person, (ii) sent by overnight courier service, or (iii) sent
      by
      facsimile and, in each case, addressed as follows:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	If to any Obligated
                Party:	 	The Alpine Group, Inc.
                One
                  Meadowlands Plaza

                Suite
                  801

                East
                  Rutherford, New Jersey 07073

                Attention:
                  Stewart Wahrsager, Esq.

                Fax:
                  (201) 549-4428

              
	 	 	 
	with copies to:	
              	Jack P. Jackson, Esq.
                Proskauer
                  Rose LLP

                1585
                  Broadway

                New
                  York, New York 10036-8299

                Fax:
                  (212) 969-2900

              
	 	 	 
	If to Buyer:	
              	Southwire
                Company 
                One
                  Southwire Drive

                Carrollton,
                  Georgia 30119

                Fax:
                  (770) 832-5374

                Attention:
                  General Counsel

              
	 	 	 
	with copies to:	
              	Charles
                D. Ganz, Esq. 
                Sutherland
                  Asbill & Brennan LLP

                999
                  Peachtree Street, N.E.

                Atlanta,
                  Georgia 30309-3996

                Fax:
                  (404) 853-8806

              


      

    

                     
      

    (b)     All
      notices, requests, instructions or documents given to any party in accordance
      with this Section 7 shall be deemed to have been given on the date of receipt,
      if delivered by hand or if sent by facsimile, or on the next day, if sent by
      overnight courier.

    


    (c)     Any
      party
      hereto may change its address specified for notices herein by designating a
      new
      address by notice given in accordance with this Section 7.

    


    8.     Miscellaneous.
      This
      Agreement shall be governed by, and construed in accordance with the laws of
      the
      State of Delaware, without regard to such State’s choice of law rules, and shall
      be binding upon and inure to the benefit of each party’s successors and assigns.
      This Agreement may be executed in two or more counterparts, each of which will
      constitute an original and all of which together shall constitute one and the
      same agreement. All pronouns used herein shall be deemed to refer to the
      masculine, feminine or neuter gender as the context requires.

    


    [signatures
      appear on next page]


    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, each party hereto has executed this Agreement as of the date
      first above written.

    


    
      
        	 	 	 
	 
 	 
 /s/Steven
                S.
                Elbaum
                
                
Steven
                S. Elbaum
	 	
                    

              	 
	 	 


      

      
        	 	 	 
	 	ESSEX
                ELECTRIC
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ K.
                Mitchell Posner
	 	
                
K.
                Mitchell Posner
	 	Executive
                Vice-President


      

      
        	 	 	
                 

                 

                 

              
	 	THE
                ALPINE GROUP,
                INC. 
	 
 	 
 	 
 
	 	By:  	/s/ 
K.
                Mitchell Posner
	 	
                
 K.
                Mitchell Posner
	 	Executive
                Vice-President


      

      
        	 	 	
                 

                 

                 

              
	 	ALPINE
                HOLDCO INC.
                
	 
 	 
 	 
 
	 	By:  	/s/ K.
                Mitchell Posner
	 	
                
K.
                Mitchell Posner
	 	Executive
                Vice-President


      

      
        	 	 	
                 

                 

                 

              
	 	SOUTHWIRE
                COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ John
                R.
                Carlson
	 	
                
John
                R. Carlson
	 	President,
                Electrical Division


      
   

    


    [Non-Competition
      Agreement Signature Page]