Exhibit 10.5

EXECUTION COPY

RECEIVABLES SALE AGREEMENT

Dated
as of November 6, 2002

by
and among

EACH
OF THE ENTITIES PARTY HERETO FROM TIME TO TIME
AS ORIGINATORS

SUPERIOR
TELECOMMUNICATIONS INC.

and

SUPERIOR
ESSEX FUNDING LLC

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TABLE OF CONTENTS

|                                                     |  |                                                               |  | Page
|---------------------------------------------------- |  | ------------------------------------------------------------- |  | ----
|ARTICLE I DEFINITIONS AND INTERPRETATION             |  | 1                                                            
|Section 1.01.                                        |  | Definitions                                                   |  | 1   
|Section 1.02.                                        |  | Rules of Construction                                         |  | 1   
|ARTICLE II TRANSFERS OF RECEIVABLES                  |  | 1                                                            
|Section 2.01.                                        |  | Agreement to Transfer.                                        |  | 1   
|Section 2.02.                                        |  | Grant of Security Interest                                    |  | 2   
|Section 2.03.                                        |  | Parent Agreement                                              |  | 3   
|Section 2.04.                                        |  | Events Upon Certain Sale of Assets                            |  | 3   
|Section 2.05.                                        |  | Originators Remain Liable                                     |  | 3   
|ARTICLE III CONDITIONS PRECEDENT                     |  | 4                                                            
|Section 3.01.                                        |  | Conditions Precedent to Initial Transfer                      |  | 4   
|Section 3.02.                                        |  | Conditions Precedent to all Transfers                         |  | 4   
|ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS |  | 5                                                            
|Section 4.01.                                        |  | Representations and Warranties of the Originators             |  | 5   
|Section 4.02.                                        |  | Affirmative Covenants of Superior and Originators             |  | 10  
|Section 4.03.                                        |  | Negative Covenants of Superior and Originators                |  | 16  
|Section 4.04.                                        |  | Breach of Representations, Warranties or Covenants            |  | 18  
|ARTICLE V INDEMNIFICATION                            |  | 18                                                           
|Section 5.01.                                        |  | Indemnification                                               |  | 18  
|ARTICLE VI RESERVED                                  |  | 20                                                           
|ARTICLE VII MISCELLANEOUS                            |  | 20                                                           
|Section 7.01.                                        |  | Notices                                                       |  | 20  
|Section 7.02.                                        |  | No Waiver; Remedies                                           |  | 21  
|Section 7.03.                                        |  | Successors and Assigns                                        |  | 21  
|Section 7.04.                                        |  | Termination; Survival of Obligations.                         |  | 21  
|Section 7.05.                                        |  | Complete Agreement; Modification of Agreement                 |  | 22  
|Section 7.06.                                        |  | Amendments and Waivers                                        |  | 22  
|Section 7.07.                                        |  | GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. |  | 22  
|Section 7.08.                                        |  | Counterparts                                                  |  | 23  
|Section 7.09.                                        |  | Severability                                                  |  | 23  
|Section 7.10.                                        |  | Section Titles                                                |  | 23  
|Section 7.11.                                        |  | No Setoff                                                     |  | 23  
|Section 7.12.                                        |  | Confidentiality.                                              |  | 23  
|Section 7.13.                                        |  | Further Assurances.                                           |  | 24  
|Section 7.14.                                        |  | Fees and Expenses                                             |  | 25  

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INDEX OF APPENDICES

|Exhibit 2.01(a)  |  | Form of Receivables Assignment                                                                                                 
|---------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit 2.01(c)  |  | Form of Subordinated Note                                                                                                      
|Exhibit 2.03     |  | Form of Parent Agreement                                                                                                       
|Schedule 4.01(b) |  | Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate, Legal and Other Names; Identification Numbers
|Schedule 4.01(d) |  | Litigation                                                                                                                     
|Schedule 4.01(h) |  | Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt                                                              
|Schedule 4.01(i) |  | Tax Matters                                                                                                                    
|Schedule 4.01(j) |  | Intellectual Property                                                                                                          
|Schedule 4.01(m) |  | ERISA                                                                                                                          
|Schedule 4.01(t) |  | Deposit and Disbursement Accounts                                                                                              
|Schedule 4.02(g) |  | Corporate, Legal and Trade Names                                                                                               
|Annex X          |  | Definitions                                                                                                                    
|Annex Y          |  | Schedule of Documents                                                                                                          

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THIS RECEIVABLES SALE AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement") is
entered into as of November 6, 2002, by and among each of the persons signatory hereto from time to time as Originators, each an "Originator"
and, collectively, the "Originators"), SUPERIOR TELECOMMUNICATIONS INC., a Delaware corporation
("Superior"), and SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company ("Buyer").

RECITALS

A.    The
Buyer is an indirect Subsidiary of Superior.

B.    Buyer
has been formed for the sole purpose of purchasing all Receivables originated by each Originator and to finance such Receivables under the Funding Agreement.

C.    Each
Originator intends to sell, and Buyer intends to purchase, such Receivables, from time to time, as described herein.

D.    In
addition, the Member may, from time to time, contribute capital to Buyer in the form of Contributed Receivables or cash.

AGREEMENT

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

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.01.Definitions.Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them inAnnex X.

Section 1.02.Rules of Construction.For purposes of this Agreement, the rules of construction set forth
inAnnex Xshall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with
this Agreement, shall constitute but a single agreement.

ARTICLE II
TRANSFERS OF RECEIVABLES

Section 2.01.Agreement to Transfer.

(a)Receivables Transfers.Subject to the terms and conditions hereof, each Originator agrees to sell (without
recourse except to the limited extent specifically provided herein) or, in the case of the Member, sell or contribute, to Buyer on the Effective Date and on each Business Day thereafter (each such
date, a "Transfer Date") all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase or acquire as a capital contribution all
such Receivables on each such Transfer Date. All such Transfers by an Originator to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of
Exhibit 2.01(a) (each, a "Receivables Assignment," and collectively, the "Receivables
Assignments"), and each Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date.

(b)Determination of Sold Receivables.On and as of each Transfer Date, (i) all Receivables then owned by
each Originator (other than the Member) and not previously acquired by Buyer shall be identified for sale to Buyer, and (ii) to the extent Receivables then owned by the Member have not been
contributed to Buyer in accordance withSection 2.01(d), such Receivables shall be identified for sale to Buyer (each such Receivable identified
for sale pursuant toclauses (i)and(ii)above,

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individually, a "Sold Receivable" and, collectively, the "Sold Receivables"). The Sold Receivables will
be identified by reference to the General Trial Balance of each Originator.

(c)Payment of Purchase Price.In consideration for each Sale of Sold Receivables hereunder, Buyer shall pay to
the Originator thereof on the Transfer Date therefor the Sale Price therefor in Dollars in immediately available funds. All such payments by Buyer under this Section 2.01(c)shall be effected by
means of a wire transfer on the day when due to such account or accounts as the Originators may designate
from time to time. To the extent that the Sale Price of Sold Receivables exceeds the amount of cash then available to Buyer, the applicable Originator hereby agrees to make a subordinated loan (each,
a "Subordinated Loan") to Buyer in an amount up to the amount of such excess in satisfaction of the equivalent portion of the Sale Price not paid in
cash;provided, that in no event shall the aggregate amount of all Subordinated Loans made at any time by all Originators exceed fifteen percent (15%)
of the aggregate Outstanding Balance of Transferred Receivables at any time. The Subordinated Loans shall be evidenced by a subordinated promissory note substantially in the form of Exhibit 2.01(c)hereto (a "Subordinated Note") executed by Buyer and dated the Closing Date. The
Subordinated Loans shall bear interest and be payable as provided in the Subordinated Note.

(d)Determination of Contributed Receivables.On each Transfer Date, the Member shall identify Receivables then
owned by the Member which have not been previously acquired by Buyer, and shall, prior to the delivery of an Election Notice, contribute such Receivables as a capital contribution to the Buyer (each
such contributed Receivable, individually, a "Contributed Receivable," and collectively, the "Contributed
Receivables"), to the extent Buyer cannot pay the Sale Price therefor in cash or through Subordinated Loans pursuant to the foregoing clauses (b)and(c). Notwithstanding the foregoing, the Member shall not be obligated to make
additional contributions to Buyer at any time. If on any Transfer Date (i) the Member elects not to contribute Receivables to Buyer, or (ii) any Originator (other than the Member) does
not sell all of its then owned Receivables to Buyer, such Originator shall deliver to Buyer not later than 5:00 p.m. (New York time) on the Business Day immediately preceding such Transfer Date
a notice of election thereof (each such notice, an "Election Notice").

(e)Ownership of Transferred Receivables.On and after each Transfer Date and after giving effect to the
Transfers to be made on each such date, Buyer shall own the Transferred Receivables and no Originator shall take any action inconsistent with such ownership nor shall any Originator claim any
ownership interest in such Transferred Receivables.

(f)Reconstruction of General Trial Balance.If at any time any Originator fails to generate its General Trial
Balance, Buyer shall have the right to reconstruct such General Trial Balance so that a determination of the Sold Receivables and Contributed Receivables can be made pursuant to Section 2.01(b).
Each Originator agrees to cooperate with such reconstruction, including by delivery to Buyer, upon Buyer's request, of copies of
all Contracts and Records.

(g)Servicing of Receivables.So long as no Event of Servicer Termination shall have occurred and be continuing
and no Successor Servicer has assumed the responsibilities and obligations of the Servicer pursuant to Section 11.02 of the Funding Agreement, the Servicer shall (i) conduct the
servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect the
Transferred Receivables, all in accordance with (A) the terms of the Funding Agreement, (B) customary and prudent servicing procedures for trade receivables of a similar type and
(C) all applicable laws, rules and regulations, and (ii) hold all Contracts and other documents and incidents relating to the Transferred Receivables in trust for the benefit of Buyer,
as the owner thereof, and for the sole purpose of facilitating the servicing of the Transferred Receivables in accordance with the terms of the Funding Agreement.

Section 2.02.Grant of Security Interest.The parties hereto intend that each Transfer shall constitute a
purchase and sale or capital contribution, as applicable, and not a loan. Notwithstanding

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the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by Buyer underSection 2.01hereof, the parties
hereto intend that this Agreement shall constitute a security agreement under applicable law and if a court of competent jurisdiction determines that any transaction provided for herein constitutes a
loan and not a sale or capital contribution, as applicable, that each Originator shall be deemed to have granted, and each Originator does hereby grant, to Buyer a continuing security interest in all
of such Originator's right, title and interest in, to and under the Receivables whether now owned or hereafter acquired by such Originator to secure the obligations of such Originator to Buyer
hereunder (including, if and to the extent that any Transfer is recharacterized as a transfer for security under applicable law, the repayment of a loan deemed to have been made by Buyer to the
applicable Originator in the amount of the Sale Price with respect thereto).

Section 2.03.Parent Agreement.Superior hereby undertakes and agrees, to and for the benefit of Buyer,
to cause the due and punctual performance and observance by each Originator of all of the terms, conditions, agreements and undertakings on the part of such Originator to be performed or observed by
it hereunder or under any other Related Document and, in connection therewith, shall execute and deliver to Buyer an agreement substantially in the form of Exhibit 2.03(the "Parent Agreement") to more fully evidence such undertaking.

Section 2.04.Events Upon Certain Sale of Assets.Buyer hereby consents to a sale of the assets described
in Schedule 2.02 to the Funding Agreement, but only if (a) after giving effect to such sale, no Termination Event or Event of Servicer Termination shall have occurred and be continuing,
(b) documentation acceptable to Buyer and the Administrative Agent shall have been delivered to Buyer and the Administrative Agent for execution by each of them and the applicable Originators,
providing for the conveyance by Buyer without recourse, representation or warranty (and the release of Liens thereon in favor of the Administrative Agent) of all Transferred Receivables owned by Buyer
which either were originated by a "DNE Company" (as defined below) or are otherwise subject to the sale described in
such Schedule 2.02 (collectively, the "Reconveyed Receivables"), (c) the purchase price paid for the Reconveyed Receivables represents the fair market value of such Reconveyed
Receivables, taking into consideration all relevant factors at the time of sale, and (d) such sale is completed (i) in accordance with all of the terms and conditions set forth in such
Schedule 2.02 and (ii) on or before December 31, 2002. Upon the completion of such sale, (1) each of DNE Systems, Inc., DNE Manufacturing and Service Company and DNE
Technologies, Inc. (collectively, the "DNE Companies") shall cease to be Originators hereunder (provided, that the rights and remedies pursuant to Section 4.04, the indemnification and payment
provisions ofArticle V, and the provisions
ofSections 4.03(j), 7.04, 7.12and7.14with respect to the DNE Companies shall be continuing and shall
survive any removal of the DNE Companies as Originators under this Agreement), (2) the Reconveyed Receivables shall cease to be Transferred Receivables hereunder for all purposes hereunder, and
(3) receivables thereafter generated from the assets so sold shall not be Transferred Receivables hereunder for all purposes hereunder. Each Originator shall take such actions as may be
necessary to ensure that proceeds of Reconveyed Receivables and receivables thereafter generated from the assets so sold shall not be paid into any Lockbox or Lockbox Account or otherwise commingled
with the proceeds of Transferred Receivables or other assets of Buyer.

Section 2.05.Originators Remain Liable.It is expressly agreed by the Originators that, anything herein
to the contrary notwithstanding, each Originator shall remain liable to the Obligor (and any other party to the related Contract) under any and all of the Receivables originated by it and under the
Contracts therefor to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Buyer shall not have any obligation or liability to the Obligor or any other
party to the related Contract under any such Receivables, or Contracts by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by Buyer of any payment
relating thereto pursuant hereto. The exercise by Buyer of any of its respective rights under this Agreement shall not release any Originator from any of its respective duties or obligations under any

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such Receivables or Contracts. Buyer shall not be required or obligated in any manner to perform or fulfill any of the obligations of any Originator under or pursuant to any such Receivable or
Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable
or Contract, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be
entitled at any time or times.

ARTICLE III
CONDITIONS PRECEDENT

Section 3.01.Conditions Precedent to Initial Transfer.The initial Transfer hereunder shall be subject
to satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of Buyer and the Administrative Agent):



Section 3.02.Conditions Precedent to all Transfers.Each Transfer hereunder (including the initial
Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:



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The
acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to
constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in thisSection 3.02have been satisfied. Upon any such acceptance
or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in
Buyer, whether or not such conditions were in fact so satisfied.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01.Representations and Warranties of the Originators.To induce Buyer to purchase the Sold
Receivables and to acquire the Contributed Receivables, each Originator and Superior make the following representations and warranties to Buyer as of the Closing Date and, except to the extent
otherwise expressly provided below, as of each Transfer Date, each of which shall survive the execution and delivery of this Agreement.

(a)Corporate Existence; Compliance with Law.Each of Superior and each Originator (i) is a corporation
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) is duly qualified to conduct business and is in good standing in each other
jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a
Material Adverse Effect; (iii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the
property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by,
and has made all filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the
failure to do any of the foregoing could not reasonably be expected to result in a Material Adverse Effect; (v) is in compliance with its articles or certificate of incorporation and bylaws and
(vi) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the
failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

(b)Jurisdiction of Organization; Executive Offices; Collateral Locations; Corporate or Other Names; FEIN.As
of the Closing Date, each of Superior and each Originator is a registered organization of the type and is organized under the laws of the State or province set forth in Schedule 4.01(b)(which is
its only jurisdiction of organization) and Superior's or such Originator's organizational identification number (if
any), the current location of Superior's or such Originator's chief executive office, principal place of business, other offices, the warehouses and premises within which any records relating to the
Receivables is stored or located, and the locations of its records concerning the Receivables are set forth inSchedule 4.01(b)and none of such
locations have changed within the past 12 months. During the prior five years, except as set forth inSchedule 4.01(b), neither Superior
nor any Originator has been known as or used any corporate, legal, fictitious or trade name. In addition,Schedule 4.01(b)lists the federal
employer identification number of Superior and each Originator.

(c)Corporate Power, Authorization, Enforceable Obligations.The execution, delivery and performance by Superior
and each Originator of this Agreement and the other Related Documents to which it is a party and the creation and perfection of all Transfers and Liens provided for herein and therein and, solely with
respect toclause (vii)below, the exercise by Buyer, any Lender or the Administrative Agent of any of its rights and remedies under any Related
Document to which it is a party: (i) are within such Person's corporate power; (ii) have been duly authorized by all necessary or proper corporate and shareholder action; (iii) do
not contravene any provision of such Person's articles or certificate of incorporation or bylaws; (iv) do not violate any law or regulation, or any order or

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decree of any court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound;
(vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do not require the consent or approval of any Governmental
Authority or any other Person, except those referred to inSection 3.01(b)(other than consents or approvals solely relating to or required to be
obtained by the Borrower, the Administrative Agent or any Lender, as to which neither Superior nor any Originator makes any representation), all of which will have been duly obtained, made or complied
with prior to the Effective Date. On or prior to the Effective Date, each of the Related Documents shall have been duly executed and delivered by Superior and each Originator that is a party thereto
and on the Closing Date each such Related Document shall then constitute a legal, valid and binding obligation of Superior and such Originator, as the case may be, enforceable against it in accordance
with its terms.

(d)No Litigation.No Litigation is now pending or, to the knowledge of Superior or any Originator, threatened
against Superior, the Parent, any Originator or any other Subsidiary of the Parent that (i) challenges Superior's or such Originator's right or power to enter into or perform any of its
obligations under the Related Documents to which it is a party, or the validity or enforceability of any Related Document or any action taken thereunder, (ii) seeks to prevent the Transfer or
pledge of any Receivable or the consummation of any of the transactions contemplated under this Agreement or the other Related Documents or (iii) has a reasonable risk of being determined
adversely to Superior, the Parent, any Originator, or such Subsidiary, and that, if so determined, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.01(d), as of the Effective Date there is no Litigation pending or threatened that seeks damages in excess of $1,000,000 or injunctive
relief against, or alleges criminal misconduct by, Superior, the Parent, any Originator or any other Subsidiary of the Parent.

(e)Solvency.After giving effect to (i) the transactions contemplated by this Agreement and the other
Related Documents and (ii) the payment and accrual of all transaction costs in connection with the foregoing, each Originator, the Parent and Superior is and will generally be able to pay its
debts as they come due. No event of a type described inSection 9.01(d)of the Funding Agreement has been commenced or threatened against
Superior, the Parent, any Originator or any other Subsidiary of the Parent.

(f)Material Adverse Effect.Since June 30, 2002 (other than as disclosed in the Parent's filings on
Form 10-Q with the Securities and Exchange Commission for the quarters ended March 31, 2002 and June 30, 2002, as otherwise disclosed in the financial projections
provided to the Administrative Agent in the revised business plan delivered on September 9, 2002 (the "Supplemental Disclosure") or as a result of the transaction described in
Schedule 2.02 to the Funding Agreement), (i) neither Superior nor any Originator has incurred any obligations, contingent or non-contingent liabilities, liabilities for
Charges, long-term leases or unusual forward or long-term commitments that, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect,
(ii) no contract, lease or other agreement or instrument has been entered into by Superior of any Originator or has become binding upon Superior's or any Originator's assets and no law or
regulation applicable to Superior or any Originator has been adopted that has had or could reasonably be expected to have a Material Adverse Effect, and (iii) neither Superior nor any
Originator is in default and no third party is in default under any material contract, lease or other agreement or instrument to which Superior or such Originator is a party. Since June 30,
2002 (other than as disclosed in the Parent's filings on Form 10-Q with the Securities and Exchange Commission for the quarters ended March 31, 2002 and June 30, 2002
and in the Supplemental Disclosure), no event has occurred that alone or together with other events could reasonably be expected to have a Material Adverse Effect.

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(g)Ownership of Receivables; Liens.Each Originator owns each Receivable originated or acquired by it free and
clear of any Adverse Claim and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred
Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Date, none of the properties and assets of any
Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Originator that could reasonably be expected to result
in any Adverse Claims (including Adverse Claims arising under environmental laws) other than Permitted Encumbrances. Each Originator has received all assignments, bills of sale and other documents,
and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Originator's right, title and interest in and to the Receivables originated or acquired
by it and its other properties and assets. Each Originator has rights in and full power to transfer its Receivables hereunder.

(h)Ventures, Subsidiaries and Affiliates; Outstanding Stock and Debt.Except as set forth in Schedule 4.01(h), no
Originator has any Subsidiaries, is engaged in any joint venture or partnership with any other Person or is an Affiliate of
any Person. All of the issued and outstanding Stock of each
Originator is directly or indirectly owned by Superior or Parent. Except in connection with the transaction described in Schedule 2.02 to the Funding Agreement, there are no outstanding rights
to purchase options, warrants or similar rights or agreements pursuant to which Superior or any Originator may be required to issue, sell, repurchase or redeem any of its Stock or other equity
securities or any Stock or other equity securities of its Subsidiaries. All outstanding Debt of each Originator as of the Effective Date is described on Schedule 4.01(h).

(i)Taxes.All material tax returns, reports and statements, including information returns, required by any
Governmental Authority to be filed by the Parent, Superior, any Originator or any other member of the Parent Group have been filed with the appropriate Governmental Authority and all Charges have been
paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid),
excluding Charges or other amounts being contested in accordance withSection 4.02(l). Proper and accurate amounts have been withheld by the
Parent, Superior, each Originator and each such member from its respective employees for all periods in compliance in all material respects with all applicable federal, state, provincial, local and
foreign laws and such withholdings have been timely paid to the respective Governmental Authorities.Schedule 4.01(i)sets forth as of the
Closing Date (i) those taxable years for which the Parent's, Superior's, any Originator's or any such member's tax returns are currently being audited by the IRS or any other applicable
Governmental Authority and (ii) any assessments or threatened assessments in connection with such audit or otherwise currently outstanding. Except as described on Schedule 4.01(i), none of the
Parent, Superior, any Originator or any such member has executed or filed with the IRS or any other Governmental
Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges. None of the Parent, Superior, any Originator or any such
member and their respective predecessors are liable for any Charges: (A) under any agreement (including any tax sharing agreements) or (B) to the best of Superior's and each Originator's
knowledge, as a transferee.

(j)Intellectual Property.As of the Effective Date, Superior and each Originator owns or has rights to use all
intellectual property necessary to continue to conduct its business as now or heretofore conducted by it or proposed to be conducted by it. Each of Superior and each Originator conducts its business
and affairs without infringement of or interference with any intellectual property of any other Person. As of the Effective Date, except as set forth in Schedule 4.01(j), neither Superior nor any
Originator is aware of any infringement or claim of infringement by others of any material
intellectual property of Superior or any Originator.

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(k)Full Disclosure.All information contained in this Agreement, any of the other Related Documents, or any
written statement furnished by or on behalf of Superior or any Originator to Buyer, any Lender or the Administrative Agent pursuant to the terms of this Agreement or any of the other Related Documents
(which shall not include any projections or pro forma financial information), in each case, taken as a whole, is true and accurate in every material respect, and none of this Agreement, any of the
other Related Documents, or any written statement furnished by or on behalf of Superior or any Originator to Buyer, any Lender or the Administrative Agent pursuant to the terms of this Agreement or
any of the other Related Documents, in each case, taken as a whole, is misleading as a result of the failure to include therein a material fact. All information contained in this Agreement, any of the
other
Related Documents, or any written statement furnished to Buyer, any Lender or the Administrative Agent has been prepared in good faith by management of Superior or the applicable Originator, as the
case may be, with the exercise of reasonable diligence.

(l)Notices to Obligors.Each Originator has directed all Obligors of Transferred Receivables originated by it
to remit all payments with respect to such Receivables for deposit in a Lockbox or Lockbox Account.

(m)ERISA.



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(n)Brokers.No broker or finder acting on behalf of Superior or any Originator was employed or utilized in
connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby and neither Superior nor any Originator has any obligation to any Person in respect of
any finder's or brokerage fees in connection herewith or therewith.

(o)Margin Regulations.Neither Superior nor any Originator is engaged, nor will it engage, principally or as
one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin security" as such terms are defined in Regulations T, U or X of the
Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as "Margin Stock"). Neither Superior
nor any Originator owns any Margin Stock, and no portion of the proceeds of the Sale Price from any Sale will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock, for the purpose of reducing or retiring any Debt that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any portion of such proceeds to be
considered a "purpose credit" within the meaning of Regulations T, U or X of the Federal Reserve Board. Neither Superior nor any Originator will take or permit to be taken any action that might cause
any Related Document to violate any regulation of the Federal Reserve Board.

(p)Nonapplicability of Bulk Sales Laws.No transaction contemplated by this Agreement or any of the other
Related Documents requires compliance with any bulk sales act or similar law.

(q)Securities Act and Investment Company Act Exemptions.Each purchase of Transferred Receivables under this
Agreement constitutes (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act and (ii) a purchase or other acquisition of notes, drafts,
acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the
Investment Company Act.

(r)Government Regulation.Neither Superior nor any Originator is an "investment company" or an "affiliated
person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act. No Originator is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, or any other federal or state statute that restricts or limits its ability to incur Debt or to perform its obligations hereunder or under
any other Related Document. The purchase or acquisition of the Transferred Receivables by Buyer hereunder, the application of the Sale Price therefor and the consummation of the transactions
contemplated by this Agreement and the other Related Documents will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.

(s)Books and Records; Minutes.The bylaws or the certificate or articles of incorporation of Superior and each
Originator, as the case may be, require it to maintain (i) books and records of account and (ii) minutes of the meetings and other proceedings of its Stockholders and board of directors
(or an analogous governing body).

(t)Deposit and Disbursement Accounts.Schedule 4.01(t)lists all banks and other financial institutions at which each Originator maintains deposit accounts established for the receipt of collections on accounts receivable, including any Lockbox Accounts,
and such schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete
account number therefor.

(u)Representations and Warranties in Other Related Documents.Each of the representations and warranties of
Superior and each Originator, as applicable, contained in the Related Documents (other than this Agreement) is true and correct and Superior or such Originator, as the case may be, hereby makes each
such representation and warranty to, and for the benefit of, the Lenders and the Administrative Agent as if the same were set forth in full herein. Each Originator consents to the

9

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assignment of Buyer's rights with respect to all such representations and warranties to the Administrative Agent and the Lenders (and their respective successors and assigns) pursuant to the Funding
Agreement.

(v)Receivables.With respect to each Transferred Receivable designated as an Eligible Receivable in any
Borrowing Base Certificate delivered on or after the Transfer Date of such Transferred Receivable:



(w)Fair Value.With respect to each Transferred Receivable acquired by the Buyer hereunder (i) the
consideration received from the Buyer in respect of such Transferred Receivable represents adequate valuable consideration and fair and reasonable value for such Transferred Receivable as of the
applicable Transfer Date, and (ii) the lesser of the value and the fair market value of such consideration is not less than the fair market value of such Transferred Receivables, in each case,
as of the applicable Transfer Date and, in respect of payment by way of the creation of, or an increase in the principal amount outstanding under, a Subordinated Note, (A) in all circumstances,
and having regard to the terms and conditions of such Subordinated Note, the value and fair market value of such Subordinated Note (or, where the principal amount of the Subordinated Note is
increased, the value and fair market value of such increase) is approximately equal to the face amount thereof (or the amount of such increase, as applicable) and (B) such Subordinated Note is
not subject to any defense or any rights of set-off, including on account of any past or present debt.

The
representations and warranties described in thisSection 4.01shall survive the Transfer of the Transferred Receivables to Buyer, any
subsequent assignment of the Transferred Receivables by Buyer, and the termination of this Agreement and the other Related Documents and shall continue until the indefeasible payment in full of all
Transferred Receivables.

Section 4.02.Affirmative Covenants of Superior and Originators.Superior and each Originator covenants
and agrees that, unless otherwise consented to by Buyer and the Administrative Agent, from and after the Effective Date and until the Termination Date:



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Section 4.03.Negative Covenants of Superior and Originators.Each of Superior and each Originator
covenants and agrees that, without the prior written consent of Buyer and the Administrative Agent, from and after the Closing Date and until the Termination Date:



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Section 4.04.Breach of Representations, Warranties or Covenants.Upon discovery by Superior, any
Originator or Buyer of any breach of any (a) representation, warranty or covenant relating to the absence of Dilution Factors, or (b) representation, warranty or covenant described in Sections 4.01,
4.02or4.03, the party discovering the same shall give prompt written notice thereof to
the other parties hereto. The Originator that breached such representation, warranty or covenant may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first
Business Day following receipt of such notice, either (a) repurchase the affected Transferred Receivable from Buyer for cash, (b) transfer ownership of a new Eligible Receivable or new
Eligible Receivables to Buyer on such Business Day, or (c) in the case of the Member, make a capital contribution in cash to Buyer by remitting the amount of such capital contribution to the
Collection Account in accordance with the terms of the Funding Agreement, in each case in an amount (the "Rejected Amount") equal to the Billed Amount
of such Transferred Receivableminusthe sum of (i) Collections received in respect thereof plus (ii) the amount of any Dilution Factors
taken into account in the calculation of the original Sale Price thereof. Each Originator shall ensure that no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to
it are paid or deposited into any Lockbox Account.

ARTICLE V
INDEMNIFICATION

Section 5.01.Indemnification.Without limiting any other rights that Buyer or any of its Stockholders,
officers, directors, employees, attorneys, agents or representatives (each, a "Buyer Indemnified Person") may have hereunder or under applicable law,
each Originator hereby agrees to indemnify and hold harmless each Buyer Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by any
such Buyer Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document, any actions or failures to act in connection
therewith, including any and all reasonable legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents, or in respect
of any Transferred Receivable or any Contract therefor or the use by such Originator of the Sale Price therefor;provided, that no Originator shall be
liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amounts (a) result from such Buyer Indemnified Person's gross negligence or willful
misconduct, as finally determined by a court of competent jurisdiction, or (b) constitutes recourse for

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uncollectible or uncollected Transferred Receivables due to the failure (without cause or justification) or inability on the part of the related Obligor to perform its obligations thereunder or the
occurrence of any event of bankruptcy with respect to such Obligor. Subject toclauses (a)and(b)of the proviso in the immediately preceding
sentence, but otherwise without limiting the generality of the foregoing, each Originator shall pay on demand to each Buyer
Indemnified Person any and all Indemnified Amounts relating to or resulting from:



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ARTICLE VI
RESERVED

ARTICLE VII
MISCELLANEOUS

Section 7.01.Notices.Except as otherwise provided herein, whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires
to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing
and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or
certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile
promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in thisSection 7.01), (c) one
Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the
party to be notified and sent to the address or facsimile number set forth below in thisSection 7.01or to such other address (or facsimile
number) as may be substituted by notice given as herein provided:

Each Originator:

c/o Superior Telecommunications Inc.
120 North Interstate Parkway
Suite 300
Atlanta, Georgia 30339
Attention: Chief Financial Officer
Facsimile No.: (770) 303-8892Buyer:

Superior Essex Funding LLC
1403 Foulk Road
Suite 106-J
Wilmington, Delaware 19803
Attention: Craig Badyna
Facsimile No.: (302) 651-8423Superior:

Superior Telecommunications Inc.
150 North Interstate Parkway
Suite 300
Atlanta, Georgia 30339
Attention: Chief Financial Officer
Facsimile No.: (770) 303-8892


provided, that each such declaration or other communication shall be deemed to have been validly delivered to the Administrative Agent under this
Agreement upon delivery to the Administrative Agent in accordance with the terms of the Funding Agreement. The giving of any notice required hereunder may be waived in writing by the party entitled to
receive such notice. Failure or delay in delivering

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copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than Buyer) designated in any written communication provided hereunder to receive
copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided
herein that a notice is to be given to any other party hereto by a specific time, such notice shall only be effective if actually received by such party prior to such time, and if such notice is
received after such time or on a day other than a Business Day, such notice shall only be effective on the immediately succeeding Business Day.

Section 7.02.No Waiver; Remedies.Buyer's failure, at any time or times, to require strict performance
by the Originators of any provision of this Agreement or any Receivables Assignment shall not waive, affect or diminish any right of Buyer thereafter to demand strict compliance and performance
herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent thereto and
whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of any Originator contained in this Agreement or any Receivables Assignment,
and no
breach or default by any Originator hereunder or thereunder, shall be deemed to have been suspended or waived by Buyer unless such waiver or suspension is by an instrument in writing signed by an
officer of or other duly authorized signatory of Buyer and directed to such Originator specifying such suspension or waiver. Buyer's rights and remedies under this Agreement shall be cumulative and
nonexclusive of any other rights and remedies that Buyer may have under any other agreement, including the other Related Documents, by operation of law or otherwise. Recourse to the Receivables shall
not be required.

Section 7.03.Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit
of each Originator and Buyer and their respective successors and permitted assigns, except as otherwise provided herein. No Originator may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior express written consent of Buyer, the Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other
conveyance by any Originator without the prior express written consent of Buyer, the Lenders and the Administrative Agent shall be void. Each Originator acknowledges that, to the extent permitted
under the Funding Agreement, Buyer may assign its rights granted hereunder, including the benefit of any indemnities underArticle V, and upon
such assignment, such assignee shall have, to the extent of such assignment, all rights of Buyer hereunder and, to the extent permitted under the Funding Agreement, may in turn assign such rights.
Each Originator agrees that, upon any such assignment, such assignee may enforce directly, without joinder of Buyer, the rights set forth in this Agreement. All such assignees, including parties to
the Funding Agreement in the case of any assignment to such parties, shall be third party beneficiaries of, and shall be entitled to enforce Buyer's rights and remedies under, this Agreement to the
same extent as if they were parties hereto. Without limiting the generality of the foregoing, all notices to be provided to the Buyer hereunder shall be delivered to both the Buyer and the
Administrative Agent under the Funding Agreement, and shall be effective only upon such delivery to the Administrative Agent in accordance with the terms of the Funding Agreement. The terms and
provisions of this Agreement are for the purpose of defining the relative rights and obligations of each Originator and Buyer with respect to the transactions contemplated hereby and, except for the
Lenders and the Administrative Agent, no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement.

Section 7.04.Termination; Survival of Obligations.

(a)  This
Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until
the Termination Date.

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(b)  Except
as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or procedure) of any commitment made
by Buyer under this Agreement shall in any way affect or impair the obligations, duties and liabilities of any Originator or the rights of Buyer relating to any unpaid portion of any and all recourse
and indemnity obligations of such Originator to Buyer, including those set forth inSections 4.04, 5.01and 7.14, due or not due, liquidated, contingent or
unliquidated or any transaction or event occurring prior to such termination,
or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Related Document, all
undertakings, agreements, covenants, warranties and representations of or binding upon each Originator, and all rights of Buyer hereunder, all as contained in the Related Documents, shall not
terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the rights and remedies pursuant
toSections 4.04, the indemnification and payment
provisions ofArticle V, and the provisions ofSections 4.03(j), 7.03, 7.12and 7.14shall be
continuing and shall survive any termination of this Agreement.

Section 7.05.Complete Agreement; Modification of Agreement.This Agreement and the other Related
Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings relating to the subject matter
hereof and thereof, and may not be modified, altered or amended except as set forth inSection 7.06.

Section 7.06.Amendments and Waivers.No amendment, modification, termination or waiver of any provision
of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator therefrom, shall in any event be effective unless the same shall be in writing and signed by
each of the parties hereto and the Lenders and the Administrative Agent. No consent or demand in any case shall, in itself, entitle any party to any other consent or further notice or demand in
similar or other circumstances.

Section 7.07.GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a)THIS AGREEMENT AND EACH RELATED DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE
CONTRARY) AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE
BUYER IN THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF DELAWARE, AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.

(b)EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT;PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DELAWARE;PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE BUYER FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY OTHER SECURITY FOR THE OBLIGATIONS OF THE

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ORIGINATORS ARISING HEREUNDER, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED
IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE ORFORUM NON CONVENIENSAND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY
AT THE ADDRESS SET FORTH INSECTION 7.01HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL
RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.

(c)BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 7.08.Counterparts.This Agreement may be executed in any number of separate counterparts, each
of which shall collectively and separately constitute one agreement.

Section 7.09.Severability.Wherever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 7.10.Section Titles.The section titles and table of contents contained in this Agreement are
provided for ease of reference only and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 7.11.No Setoff.Each Originator's obligations under this Agreement shall not be affected by any
right of setoff, counterclaim, recoupment, defense or other right such Originator might have against Buyer, any Lender or the Administrative Agent, all of which rights are hereby expressly waived by
such Originator.

Section 7.12.Confidentiality.

(a)  Except
to the extent otherwise required by applicable law, as required to be filed publicly with the Securities and Exchange Commission, or unless each Affected Party
shall otherwise consent in writing, each Originator and Buyer agree to maintain the confidentiality of this Agreement (and all drafts hereof and documents ancillary hereto) in its communications with
third parties other than any

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Affected Party or any Buyer Indemnified Person and otherwise and not to disclose, deliver or otherwise make available to any third party (other than its directors, officers, employees, accountants or
counsel) the original or any copy of all or any part of this Agreement (or any draft hereof and documents ancillary hereto) except to an Affected Party, a Buyer Indemnified Person or any holder of
Debt under the Credit Agreement.

(b)  Each
Originator agrees that it shall not (and shall not permit any of its Subsidiaries to) issue any news release or make any public announcement pertaining to the
transactions contemplated by this Agreement and the Related Documents without the prior written consent of Buyer, the Administrative Agent and each Lender (which consent shall not be unreasonably
withheld) unless such news release or public announcement is required by law, in which case such Originator shall consult with Buyer, the Administrative Agent and each Lender prior to the issuance of
such news release or public announcement. Any Originator may, however, disclose the general terms of the transactions contemplated by this Agreement and the Related Documents to trade creditors,
suppliers and other similarly-situated Persons so long as such disclosure is not in the form of a news release or public announcement.

(c)  Except
to the extent otherwise required by applicable law, or in connection with any judicial or administrative proceedings, as required to be filed publicly with the
Securities Exchange Commission, or unless the Originators otherwise consent in writing, the Buyer agrees (i) to maintain the confidentiality of (A) this Agreement (and all drafts hereof
and documents ancillary hereto) and (B) all other confidential proprietary information with respect to the Originators and their respective Affiliates and each of their respective businesses
obtained by the Buyer in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other documents ancillary hereto, in each case, in its
communications with third parties other than any Affected Party, any Originator or any party to whom information may be disclosed pursuant to Section 14.05of the Funding
Agreement, and (ii) not to disclose, deliver, or otherwise make available to any third party (other than its directors, officers, employees, accountants or counsel) the original or any copy of
all or any part of this Agreement (or any draft hereof and documents ancillary hereto) except to an Affected Party, any Originator or any holder of Debt under the Credit Agreement.

Section 7.13.Further Assurances.

(a)  Each
Originator shall, at its sole cost and expense, upon request of Buyer, any Lender or the Administrative Agent, promptly and duly execute and deliver any and all
further instruments and documents and take such further actions that may be necessary or desirable or that Buyer, any Lender or the Administrative Agent may request to carry out more effectively the
provisions and purposes of this Agreement or any other Related Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its
best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Buyer of any Transferred Receivable held by such Originator or in which such
Originator has any rights not heretofore assigned, and (ii) filing any financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder or
under any other Related Document. Each Originator hereby authorizes Buyer, each Lender and the Administrative Agent to file any such financing or continuation statements without the signature of such
Originator to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Receivables or any
part thereof shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Transferred Receivables is or shall become
evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Buyer immediately upon such
Originator's receipt thereof and promptly delivered to Buyer.

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(b)  If
any Originator fails to perform any agreement or obligation under thisSection 7.13, Buyer, any Lender or the
Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of Buyer, such Lender or the Administrative
Agent incurred in connection therewith shall be payable by such Originator upon demand of Buyer, such Lender or the Administrative Agent.

Section 7.14.Fees and Expenses.In addition to its indemnification obligations pursuant to Article V, each of Superior and each
Originator agrees, jointly and severally, to pay on demand all costs and expenses incurred by Buyer or the
Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Related Documents, including the reasonable fees and
out-of-pocket expenses of Buyer's or Administrative Agent's counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and
advice in connection therewith, and each of Superior and each Originator agrees, jointly and severally, to pay all costs and expenses, if any (including reasonable attorneys' fees and expenses but
excluding any costs of
enforcement or collection of the Transferred Receivables), in connection with the enforcement of this Agreement and the other Related Documents.

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, the parties have caused this Receivables Sale Agreement to be executed by their respective duly authorized representatives, as of the date first above written.

| |  | SUPERIOR TELECOMMUNICATIONS INC., individually and as an Originator
| |  | -------------------------------------------------------------------
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | SUPERIOR ESSEX FUNDING LLC, as Buyer                               
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | DNE SYSTEMS, INC., as an Originator                                
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | ESSEX GROUP, INC., as an Originator                                
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | ESSEX GROUP, INC., as an Originator                                
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | ESSEX GROUP MEXICO, INC., as an Originator                         
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    
| |  | ACTIVE INDUSTRIES, INC., as an Originator                          
| |  | By                                                                 
| |  |                                                                    
| |  | Name                                                               
| |  |                                                                    
| |  | Title                                                              
| |  |                                                                    

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| |  | ESSEX CANADA, INC., as an Originator                   
| |  | -------------------------------------------------------
| |  | By                                                     
| |  |                                                        
| |  | Name                                                   
| |  |                                                        
| |  | Title                                                  
| |  |                                                        
| |  | SUPERIOR CABLE CORPORATION, as an Originator           
| |  | By                                                     
| |  |                                                        
| |  | Name                                                   
| |  |                                                        
| |  | Title                                                  
| |  |                                                        
| |  | DIAMOND WIRE & CABLE CO., as an Originator             
| |  | By                                                     
| |  |                                                        
| |  | Name                                                   
| |  |                                                        
| |  | Title                                                  
| |  |                                                        
| |  | DNE MANUFACTURING AND SERVICE COMPANY, as an Originator
| |  | By                                                     
| |  |                                                        
| |  | Name                                                   
| |  |                                                        
| |  | Title                                                  
| |  |                                                        
| |  | DNE TECHNOLOGIES, INC., as an Originator               
| |  | By                                                     
| |  |                                                        
| |  | Name                                                   
| |  |                                                        
| |  | Title                                                  
| |  |                                                        

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EXHIBIT 2.01(a)

Form
of

RECEIVABLES
ASSIGNMENT

THIS
RECEIVABLES ASSIGNMENT (the "Receivables Assignment") is entered into as of November 6, 2002, by and between [Name
of Originator] (the "Originator") and SUPERIOR ESSEX FUNDING LLC ("Buyer").

1.    We
refer to that certain Receivables Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Sale
Agreement") of even date herewith among the Originator, the other Originators party thereto, Superior Telecommunications Inc. and Buyer. All of the terms, covenants and
conditions of the Sale Agreement are hereby made a part of this Receivables Assignment and are deemed incorporated herein in full. Unless otherwise defined herein, capitalized terms or matters of
construction defined or established in the Sale Agreement shall be applied herein as defined or established therein.

2.    For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Originator hereby sells, or, in the event the Originator is a
Member of Buyer, sells or contributes, to Buyer, without recourse, except as provided in Sections 4.04 of the Sale Agreement, all of the Originator's right, title and interest in, to and under all of
its Receivables (including all Collections, Records and proceeds with respect thereto) existing as of the Closing Date and thereafter created or arising at any time until the Commitment Termination
Date.

3.    Subject
to the terms and conditions of the Sale Agreement, the Originator hereby covenants and agrees to assign, sell or contribute, as applicable, execute and deliver,
or cause to be assigned, sold or contributed, executed and delivered, and to do or make, or cause to be done or made, upon request of Buyer and at the Originator's expense, any and all agreements,
instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by Buyer for the purpose of or in connection with acquiring or more effectively
vesting in Buyer or evidencing the vesting in Buyer of the property, rights, title and interests of the Originator sold or contributed hereunder or intended to be sold or contributed hereunder.

4.    Wherever
possible, each provision of this Receivables Assignment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Receivables Assignment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this Receivables Assignment.

5.    THIS
RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

IN
WITNESS WHEREOF, the parties have caused this Receivables Assignment to be executed by their respective officers thereunto duly authorized, as of the day and year first above written.

|[NAME OF ORIGINATOR] |  | SUPERIOR ESSEX FUNDING LLC
|-------------------- |  | --------------------------
|By:                  |  |                           
|                     |  |                           
|Name:                |  |                           
|Title:               |  |                           

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EXHIBIT 2.01(c)

Form
of

SUBORDINATED
NOTE

|[$                        ] |  | November    , 2002
|--------------------------- |  | ------------------

FOR
VALUE RECEIVED, the undersigned, SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company (the "Borrower"), hereby promises to
pay to the order of
[], a [] (the
"Subordinated Lender"), or its assigns, at [ADDRESS], or at such other place as the holder of this Subordinated Note
("Note") may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal
amount of [] DOLLARS [$], or, if less, the aggregate unpaid
principal amount of all Subordinated Loans (as defined in the Sale Agreement referred to below) made to the Borrower, upon the earlier to occur of (i) Final Advance Date and (ii) the
Termination Date (in each case, as defined in Annex X to the Sale Agreement referred to below), together with interest thereon from time to time from the Effective Date (as defined in the Sale
Agreement referred to below) at the rate shown in The Wall Street Journal as the "Prime Rate" on such date (the "Interest Rate") on the unpaid principal
amount of each Subordinated Loan for the period commencing on and including the date of such Subordinated Loan to but excluding the date such Subordinated Loan is paid in full.

The
date, amount and interest rate of each Subordinated Loan made by the Subordinated Lender to the Borrower, and each payment made by or on behalf of the Borrower on account of the
principal thereof, shall be recorded by the Subordinated Lender on its books and, prior to any transfer of this Note, endorsed by the Subordinated Lender on the schedule attached hereto or any
continuation thereof. The books of the Subordinated Lender and such schedule shall be presumptive evidence of the amounts due and owing to the Subordinated Lender by the Borrower; provided, that any
failure of the Subordinated Lender to record a notation in its books or on the schedule to this Note as aforesaid or
any error in so recording shall not limit or otherwise affect the obligation of the Borrower to repay Subordinated Loans in accordance with their respective terms set forth herein.

All
capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Receivables Sale Agreement of even date herewith (as the same may be subsequently
amended, restated or otherwise modified, the "Sale Agreement") by and among the Borrower, the Subordinated Lender, the other Originators thereunder and
Superior Telecommunications Inc. This Note is issued pursuant to the Sale Agreement, is one of the Subordinated Notes referred to therein. All of the terms, covenants and conditions of the Sale
Agreement and all other instruments evidencing the indebtedness hereunder, including the other Related Documents, are hereby made a part of this Note and are deemed incorporated herein in full.

The
Borrower may at any time and from time to time upon prior written notice to the Subordinated Lender voluntarily repay, in whole or in part, all Subordinated Loans made hereunder. Any
amount so repaid may, subject to the terms and conditions hereof, be reborrowed hereunder;provided, that all repayments of Subordinated Loans or any
portion thereof shall be made together with payment of all interest accrued on the amount repaid to (but excluding) the date of such repayment. Any such notice must be given in writing on or before
the Business Day immediately preceding the day the proposed Subordinated Loan is to be repaid (which shall be a Business Day). Each such notice of repayment shall specify the amount of Subordinated
Loans to be repaid and the repayment date thereof.

Interest
shall be payable on the outstanding principal amount of this Note from time to time in arrears on the first Business Day of each calendar month. All computations of interest
shall be made by the Subordinated Lender on the basis of a 365 day year, in each case for the actual number of days

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occurring in the period for which such interest is payable. The Interest Rate shall be determined (i) on the first Business Day immediately prior to the Effective Date for calculation of the
Interest Rate for the period from the Effective Date through the end of the first calendar month following the Effective Date, and (ii) as of the last Business Day of each month for use in
calculating the interest that is payable for the following calendar month, and the Interest Rate so determined shall be utilized for such calendar month. Each determination by the Subordinated Lender
of an interest rate hereunder shall be final, binding and conclusive on the Borrower (absent manifest error). The Borrower shall pay interest at the applicable Interest Rate on unpaid interest on any
Subordinated Loan or any installment thereof, and on any other amount payable by the Borrower hereunder (to the extent permitted by law) that shall not be paid in full when due (whether at stated
maturity, by acceleration or otherwise) for the period commencing on the due date thereof to (but excluding) the date the same is indefeasibly paid in full.

If
any payment or prepayment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the Interest Rate during such extension.

As
set forth below, the indebtedness evidenced by this Subordinated Note is subordinate in right of payment to all "Borrower Obligations" (as defined in Annex X to the Sale Agreement)
and all renewals, extensions, refinancings or refundings of any such obligations (whether for principal, interest (including but not limited to interest accruing after the filing of a petition
initiating any bankruptcy, insolvency or receivership proceeding (each, an "Insolvency Proceeding") whether or not such interest is allowed in such
Insolvency Proceeding), fees, indemnities, repurchase price, expenses or otherwise) (collectively, the "Senior Obligations"). The subordination
provisions contained herein are for the direct benefit of, and may be enforced by, any holder of a Senior Obligation, and may not be terminated, amended or otherwise revoked until the Senior
Obligations have been indefeasibly paid in full in cash and the Related Documents terminated in accordance with their respective terms. This Subordinated Note shall not be subject to any defense or
any rights of set-off, including on account of any past or present debt. Upon the occurrence and during the continuance of any Termination Event or Incipient Termination Event, the
Subordinated Lender shall not demand, accelerate, sue for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any other manner
(including, without limitation, from or by way of collateral) any payment of or security for all or any part of the indebtedness under this Subordinated Note or exercise any remedies or take any
action or proceeding to enforce the same. The Subordinated Lender hereby agrees that prior to the date that is one year and one day after all of the Senior Obligations have been indefeasibly paid in
full in cash and the Related Documents terminated in accordance with their respective terms, the Subordinated Lender will not take any action to institute any Insolvency Proceeding in respect of the
Borrower or which would be reasonably likely to cause the Borrower to be subject to, or seek the protection of, any such Insolvency Proceeding.

If
the Borrower becomes subject to any Insolvency Proceeding, then the holders of the Senior Obligations shall receive payment in full of all amounts due or to become due on or with
respect to the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment on account of this Subordinated Note. Accordingly, any payment or distribution of assets of
the Borrower of any kind or character, whether in cash, securities or other property, in any applicable Insolvency Proceeding, that would otherwise be payable to or deliverable upon or with respect to
any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the person making such payment or delivery (whether a trustee in bankruptcy, a receiver,
custodian or liquidating trustee or otherwise) directly to the Administrative Agent for application to, or as collateral for the payment of, the Senior Obligations until such Senior Obligations shall
have been indefeasibly paid in full in cash.

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In
no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Subordinated Lender for the
use, forbearance or detention of money advanced hereunder exceed the highest rate of interest permissible under law (the "Maximum Lawful Rate"). In the
event that a court of competent jurisdiction determines that Subordinated Lender has charged or received interest hereunder in excess of the Maximum Lawful Rate, the amount of interest payable
hereunder shall be equal to the amount payable under the Maximum Lawful Rate;provided, that if at any time thereafter the amount of interest payable to
Subordinated Lender hereunder is less than the amount payable under the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the
total interest received by Subordinated Lender from the making of Subordinated Loans hereunder is equal to the total interest that Subordinated Lender would have received had the amount of interest
payable to Subordinated Lender hereunder been (but for the operation of this paragraph) the amount of interest payable from the Effective Date. Thereafter, the amount of interest payable hereunder
shall be the amount determined in accordance with the terms hereof unless and until the amount so calculated again exceeds the amount payable under the Maximum Lawful Rate, in which event this
paragraph shall again apply. In no event shall the total interest received by Subordinated Lender pursuant to the terms hereof exceed the amount that Lender could lawfully have received had the
interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. In the event the amount payable under the Maximum Lawful Rate is calculated pursuant to this paragraph, such
interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. In the event that a court of competent
jurisdiction, notwithstanding the provisions of this Note, shall make a final determination that Subordinated Lender has received interest hereunder in excess of the Maximum Lawful Rate, Subordinated
Lender shall, to the extent permitted by applicable law, promptly apply such excess first to any interest due and not yet paid hereunder, then to the outstanding principal amount of the Subordinated
Loans, then to fees and any other unpaid charges, and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Wherever
possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Note shall be
prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining
provisions of this Note.

Time
is of the essence of this Note. To the fullest extent permitted by applicable law, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind
whatsoever with respect to this Note.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE BORROWER HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR
DEFEND ANY RIGHTS OR REMEDIES UNDER THIS NOTE, THE SALE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF
LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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IN
WITNESS WHEREOF, the Borrower has caused this Note to be signed and delivered by its duly authorized officer as of the date set forth above.

| |  | SUPERIOR ESSEX FUNDING LLC
| |  | --------------------------
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  | Title:                    

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SCHEDULE OF LOANS TO SUBORDINATED NOTE

EXHIBIT 2.03

Form
of

PARENT
AGREEMENT

THIS
PARENT AGREEMENT ("Agreement"), is entered into as of November 6, 2002, by SUPERIOR TELECOMMUNICATIONS INC., a Delaware
corporation ("Superior"), in favor of SUPERIOR ESSEX FUNDING LLC, a Delaware limited liability company
("Funding").

RECITALS

A.    Funding,
as purchaser, has entered into a Receivables Sale Agreement dated as of November 6, 2002 (as the same may from time to time be amended, restated,
supplemented or otherwise modified, the "Sale Agreement"), with Superior, and the persons party thereto as "Originators."

B.    Funding,
as borrower, has entered into a Receivables Funding Agreement dated as of November 6, 2002 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Funding Agreement") with Superior, as servicer (the
"Servicer"), the financial institutions from time to time party thereto as lenders (the "Lenders") and
General Electric Capital Corporation, as administrative agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms or
matters of construction defined or established Annex X to the Funding Agreement and the Sale Agreement shall be applied herein as defined or established therein.

C.    It
is a condition precedent to (i) the acquisition of Transferred Receivables by Funding under the Sale Agreement and (ii) the making of Advances to Funding
pursuant to the Funding Agreement, that Superior, as owner, directly or indirectly, of at least 100% of the outstanding Stock having ordinary voting power to elect the board of directors of each
Originator and the Servicer, shall have executed and delivered this Agreement.

AGREEMENT

NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in order to induce Funding to make purchases under the Sale Agreement and the Lenders to make Advances under the Funding Agreement, Superior hereby agrees as follows:



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Section 10.Continuing Agreement; Assignments under Sale Agreement.This Agreement is a continuing
agreement and shall (a) remain in full force and effect until the Termination Date has occurred and the payment and performance in full of the Guaranteed Obligations and the payment of all
other amounts payable under this Agreement, (b) be binding upon Superior, its successors and assigns, and (c) inure to the benefit of, and be enforceable by, Funding and the
Administrative Agent and their respective successors, transferees and assigns. Without limiting the generality of the foregoingclause (c), if
Buyer assigns all or any of the Transferred Receivables, or any interest therein, the

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assignees shall thereupon become vested with all the benefits in respect thereof granted to Funding and the Administrative Agent herein or otherwise.



IN
WITNESS WHEREOF, Superior has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

| |  | SUPERIOR TELECOMMUNICATIONS INC.
| |  | --------------------------------
| |  | By:                             
| |  |                                 
| |  | Name:                           
| |  | Title:                          

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EXECUTION COPY

ANNEX X

to

RECEIVABLES
SALE AGREEMENT

and

RECEIVABLES
FUNDING AGREEMENT

each
dated as of

November 6,
2002

Definitions
and Interpretation

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SECTION 1.Definitions and Conventions.Capitalized terms used in the Sale Agreement and the Funding
Agreement
shall have (unless otherwise provided elsewhere therein) the following respective meanings:



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Obligor Rating of
Such Obligor

General Concentration
PercentageAA- and Aa3 or higher

10%At least A and A2 but less than AA- and Aa3

8%At least BBB and Baa2 but less than A and A2

6%Less than BBB or Baa2 (or Obligors without an Obligor Rating from S&P or Moody's)

5%




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SECTION
2.Other Terms and Rules of Construction.



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