Exhibit
      10(nn)

    


    SIXTH
      AMENDMENT TO

     

    LOAN
      AND SECURITY AGREEMENT

     

    THIS
      SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered
      into as of February 28, 2005, by and among Alpine Holdco Inc., a Delaware
      corporation ("Parent"), Essex Electric Inc., a Delaware corporation ("Electric";
      Parent and Electric are collectively, the "Borrowers" and each, a "Borrower"),
      Wells Fargo Foothill, Inc., as agent ("Agent") for the Lenders (defined below)
      and as a Lender, Congress Financial Corporation (Central), as documentation
      agent for the Lenders ("Documentation Agent") and as a Lender, and the
      undersigned Lenders.

     

    WHEREAS,
      Borrowers, Credit Party, Agent, Documentation Agent and certain other financial
      institutions from time to time party thereto (the "Lenders") are parties to
      that
      certain Loan and Security Agreement dated as of December 11, 2002 (as amended
      from time to time, the "Loan Agreement"); and

     

    WHEREAS,
      Borrowers, Agent and Lenders have agreed to amend the Loan Agreement in certain
      respects, subject to the terms and conditions contained herein.

     

    NOW
      THEREFORE, in consideration of the premises and mutual agreements herein
      contained, the parties hereto agree as follows:

     

    1.  Defined
      Terms.
      Unless
      otherwise defined herein, capitalized terms used herein shall have the meanings
      ascribed to such terms in the Loan Agreement.

     

    2.  Amendment
      to Loan Agreement.
      Subject
      to the satisfaction of the conditions set forth in Section 6 hereof, the Loan
      Agreement is amended in the following respects:

     

    (a)  The
      defined term "EBITDA" set forth in Section 1.1 of the Loan Agreement is amended
      and restated in its entirety, as follows:

     

    "EBITDA"
      means,
      with respect to any fiscal period, Parent's and its Subsidiaries' consolidated
      net earnings (or loss), minus extraordinary gains, plus, to the extent deducted
      in determining net earnings (or loss) for such period, (i) interest
      expense, (ii) income taxes, (iii) depreciation and amortization,
      (iv) management fees under the Management Agreements accrued but not paid
      due to the operation of the terms of this Agreement, (v) cash, nonrecurring
      charges incurred during the 2004 fiscal year in an aggregate amount not to
      exceed $5,500,000, (vi) (A) non-cash, recurring year-end LIFO adjustments
      relating to the purchase of copper cathode and rod by Electric, and (B)
      non-cash, non-recurring adjustments made as a result of a sale or other
      disposition consummated in accordance with the provisions of this Agreement
      of
      (1) the Real Property and other assets comprising the facility of Electric
      located at 190 Polk Street, Orleans, Indiana and/or (2) the Real Property and
      other assets comprising the facility of Electric located at 1620
      East
      Malone Avenue, Sikeston, Missouri, (vii) nonrecurring charges incurred during
      the 2005 fiscal year in connection with Electric's restructuring activities
      in
      an aggregate amount not to exceed $2,800,000,
      and
      (viii) the non-cash, nonrecurring charge in an amount not to exceed $400,000
      incurred in connection with the issuance to Superior of shares of the common
      stock of Electric in January, 2005.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Section
      7.21(a)(i) of the Loan Agreement is amended and restated in its entirety, as
      follows:

     

    "(i) Minimum
      EBITDA.
      EBITDA,
      measured on a fiscal month-end basis, for each period set forth below, of not
      less than the required amount set forth in the column labeled "Minimum EBITDA"
      in the following table for the applicable period set forth opposite
      thereto:

     

    
      	
               

              Period

            	
              Minimum

              EBITDA

            
	
              1
                month period ending January 31, 2005

            	
              ($1,194,000)

            
	
              2
                month period ending February 28, 2005

            	
              ($2,236,000)

            
	
              3
                month period ending March 31, 2005

            	
              ($3,004,000)

            
	
              4
                month period ending April 30, 2005

            	
              ($3,359,000)

            
	
              5
                month period ending May 31, 2005

            	
              ($3,434,000)

            
	
              6
                month period ending June 30, 2005

            	
              ($2,953,000)

            
	
              7
                month period ending July 31, 2005

            	
              ($2,333,000)

            
	
              8
                month period ending August 31, 2005

            	
              ($1,648,000)

            
	
              9
                month period ending September 30, 2005

            	
              ($1,004,000)

            
	
              10
                month period ending October 31, 2005

            	
              ($5,000)

            
	
              11
                month period ending November 30, 2005

            	
              $458,000

            
	
              12
                month period ending December 31, 2005

            	
              $812,000

            
	
              12
                month period ending January 31, 2006 and the 12 month period ending
                on the
                last day of each month thereafter

            	
              $5,000,000

            


    

    


     

    (c)  Section
      7.21(c)(i) of the Loan Agreement is amended and restated in its entirety as
      follows:

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    "(i) Capital
      Expenditures.
      Capital
      expenditures in any period set forth below in excess of the amount set forth
      in
      the following table for the applicable period:

     

    
      	
              Period

            	
              Amount

            
	
              Fiscal
                year ending December 31, 2005

            	
              $5,800,000

            
	
              Fiscal
                year ending December 31, 2006 and each fiscal year
                thereafter

            	
              $2,000,000

            


    

    


    3.  Amendment
      Fee.
      Borrowers
      hereby agree to pay to Agent on the date hereof, for pro rata distribution
      to
      the Lenders, an amendment fee of $50,000, which fee shall be non-refundable
      and
      fully earned as of the date hereof. The foregoing amendment fee is in addition
      to, and not in lieu of, all other fees charged to Borrowers under the Loan
      Documents.

     

    4.  Ratification.
      This
      Amendment, subject to satisfaction of the conditions provided below, shall
      constitute an amendment to the Loan Agreement and all of the Loan Documents
      as
      appropriate to express the agreements contained herein. In all other respects,
      the Loan Agreement and the Loan Documents shall remain unchanged and in full
      force and effect in accordance with their original terms.

     

    5.  Covenant
      Regarding 2006 Financial Covenants.
      Each
      party hereto covenants and agrees that it will undertake to negotiate in good
      faith revisions to the Minimum EBITDA covenant for the 2006 fiscal year and
      the
      Capital Expenditures covenant for the 2006 fiscal year set forth in Section
      7.21
      of the Loan Agreement on the basis of Companies' Projections for the 2006 fiscal
      year that are delivered to Agent pursuant to Section 6.3(c) of the Loan
      Agreement and approved by Required Lenders.

     

    6.  Conditions
      to Effectiveness.
      This
      Amendment shall become effective as of the date hereof and upon the satisfaction
      of the following conditions precedent:

     

    (a)  Each
      party hereto shall have executed and delivered this Amendment to
      Agent;

     

    (b)  Companies
      shall have delivered to Agent such documents, agreements and instruments as
      may
      be requested or required by Agent in connection with this Amendment, each in
      form and content acceptable to Agent;

     

    (c)  No
      Default or Event of Default shall have occurred and be continuing on the date
      hereof or as of the date of the effectiveness of this Amendment;

     

    (d)  All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and all documents, instruments and other legal matters incident
      thereto shall be satisfactory to Agent and its legal counsel; and

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (e)  Each
      Lender shall have received the portion of the amendment fee payable to such
      Lender on the date of this Agreement under Section 3 hereof.

     

    7.  Miscellaneous.

     

    (a)  Representations
      and Warranties.
      In
      order to induce Agent to enter into this Amendment, each Company hereby warrants
      to Agent, as of the date hereof, that the representations and warranties of
      Companies contained in the Loan Agreement are true and correct as of the date
      hereof as if made on the date hereof (other than those which, by their terms,
      specifically are made as of certain dates prior to the date hereof).


     

    (b)  Expenses.
      Companies, jointly and severally, agree to pay on demand all costs and expenses
      of Agent (including the reasonable fees and expenses of outside counsel for
      Agent) in connection with the preparation, negotiation, execution, delivery
      and
      administration of this Amendment and all other instruments or documents provided
      for herein or delivered or to be delivered hereunder or in connection herewith.
      In addition, Companies agree, jointly and severally, to pay, and save Agent
      harmless from all liability for, any stamp or other taxes which may be payable
      in connection with the execution or delivery of this Amendment or the Loan
      Agreement, as amended hereby, and the execution and delivery of any instruments
      or documents provided for herein or delivered or to be delivered hereunder
      or in
      connection herewith. All obligations provided herein shall survive any
      termination of this Amendment and the Loan Agreement as amended
      hereby.

     

    (c)  Governing
      Law.
      This
      Amendment shall be a contract made under and governed by the internal laws
      of
      the State of Georgia.

     

    (d)  Counterparts.
      This
      Amendment may be executed in any number of counterparts, and by the parties
      hereto on the same or separate counterparts, and each such counterpart, when
      executed and delivered, shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same
      Amendment.

     

    8.  Release.

     

    (a)  In
      consideration of the agreements of Agent and Lenders contained herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, each Company, on behalf of itself and its successors,
      assigns, and other legal representatives, hereby absolutely, unconditionally
      and
      irrevocably releases, remises and forever discharges Agent and Lenders, and
      their successors and assigns, and their present and former shareholders,
      affiliates, subsidiaries, divisions, predecessors, directors, officers,
      attorneys, employees, agents and other representatives (Agent, each Lender
      and
      all such other Persons being hereinafter referred to collectively as the
      "Releasees" and individually as a "Releasee"), of and from all demands, actions,
      causes of action, suits, covenants, contracts, controversies, agreements,
      promises, sums of money, accounts, bills, reckonings, damages and any and all
      other claims, counterclaims, defenses, rights of set-off, demands and
      liabilities whatsoever (individually, a "Claim" and collectively, "Claims")
      of
      every name and nature, known or unknown, suspected or unsuspected, both at
      law
      and in equity, which such Company or any of its successors, assigns, or other
      legal representatives may now or hereafter own, hold, have or claim to have
      against the Releasees or any of them for, upon, or by reason of any
      circumstance, action, cause or thing whatsoever which arises at any time on
      or
      prior to the day and date of this Amendment, including, without limitation,
      for
      or on account of, or in relation to, or in any way in connection with any of
      the
      Loan Agreement, or any of the other Loan Documents or transactions thereunder
      or
      related thereto.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)  Each
      Company understands, acknowledges and agrees that the release set forth above
      may be pleaded as a full and complete defense and may be used as a basis for
      an
      injunction against any action, suit or other proceeding which may be instituted,
      prosecuted or attempted in breach of the provisions of such
      release.

     

    (c)  Each
      Company agrees that no fact, event, circumstance, evidence or transaction which
      could now be asserted or which may hereafter be discovered shall affect in
      any
      manner the final, absolute and unconditional nature of the release set forth
      above.

     

     

    [Signature
      pages follow]

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective officers thereunto duly authorized and delivered as of the
      date
      first above written.

     

    
      	
              BORROWERS:

               

              ALPINE
                HOLDCO INC.,

              a
                Delaware corporation

               

              By
                /s/
                David A.
                Owen                                                    
                

              Title
                Vice-President
                Finance                                         
                

               

              ESSEX
                ELECTRIC INC.,

              a
                Delaware corporation

               

              By
                /s/
                David A.
                Owen                                                    
                

              Title
                Vice-President
                Finance                                         
                

            


    

     

    
 

    
      	
              AGENT:

               

              WELLS
                FARGO FOOTHILL, INC.,

              a
                California corporation

               

               

              By
                /s/
                Victor
                Barwig                                                      
                

              Title
                Senior
                Vice-President                                           
                

            
	 
	 
	
              DOCUMENTATION
                AGENT:

               

              CONGRESS
                FINANCIAL CORPORATION (CENTRAL),

              an
                Illinois corporation

               

               

              By
                /s/
                Laura J.
                Wheeland                                               
                

              Title
                Vice-President                                                         
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              LENDERS:

               

              WELLS
                FARGO FOOTHILL, INC.

               

               

              By
                /s/
                Victor
                Barwig                                                          
                

              Title
                Senior
                Vice-President                                               
                

               

              STANDARD
                FEDERAL BANK NATIONAL ASSOCIATION

               

              By:
                LaSalle Business Credit, LLC, its Agent

               

               

              By
                _____________________________________

              Title
                ____________________________________

               

              CONGRESS
                FINANCIAL CORPORATION (CENTRAL) 

               

               

              By
                /s/
                Laura J.
                Wheeland                                                 
                

              Title
                Vice-President