Exhibit 10.3

PURCHASE AGREEMENT

BY AND AMONG

SUPERIOR TELECOM INC.,

SUPERIOR TELECOMMUNICATIONS INC.,

ESSEX INTERNATIONAL INC.,

ESSEX GROUP, INC.,

THE ALPINE GROUP, INC.

AND

ALPINE HOLDCO INC.

DATED: October 31, 2002

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TABLE OF CONTENTS

|                                                                                                  |  |                                               |  | Page No.
|------------------------------------------------------------------------------------------------- |  | --------------------------------------------- |  | --------
|ARTICLE 1 PURCHASE OF ASSETS AND STOCK                                                            |  | 1                                            
|1.1                                                                                               |  | Assets to be Purchased by Buyer.              |  | 1       
|1.2                                                                                               |  | Assets to be Retained by Sellers.             |  | 3       
|1.3                                                                                               |  | Purchase and Sale of Stock.                   |  | 4       
|ARTICLE 2 ASSUMPTION OF LIABILITIES                                                               |  | 4                                            
|2.1                                                                                               |  | Assumed Liabilities.                          |  | 4       
|2.2                                                                                               |  | Liabilities to be Retained by Sellers.        |  | 4       
|ARTICLE 3 CONSIDERATION                                                                           |  | 5                                            
|3.1                                                                                               |  | Purchase Price.                               |  | 5       
|3.2                                                                                               |  | Allocation of Purchase Price.                 |  | 5       
|ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS WITH RESPECT TO SELLERS AND THE BUSINESS      |  | 6                                            
|4.1                                                                                               |  | Corporate Status.                             |  | 6       
|4.2                                                                                               |  | Seller's Enforceability.                      |  | 6       
|4.3                                                                                               |  | Consents.                                     |  | 6       
|4.4                                                                                               |  | Absence of Conflicts.                         |  | 6       
|4.5                                                                                               |  | No Litigation.                                |  | 7       
|4.6                                                                                               |  | Title to Assets.                              |  | 7       
|4.7                                                                                               |  | Real Property.                                |  | 7       
|4.8                                                                                               |  | Brokers and Finders.                          |  | 7       
|4.9                                                                                               |  | EXCLUSIVITY OF REPRESENTATIONS.               |  | 8       
|ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SUT WITH RESPECT TO THE DNE GROUP                     |  | 8                                            
|5.1                                                                                               |  | Organization and Qualification; Subsidiaries. |  | 8       
|5.2                                                                                               |  | Title to Shares.                              |  | 8       
|5.3                                                                                               |  | Capitalization.                               |  | 8       
|5.4                                                                                               |  | Absence of Conflicts.                         |  | 9       
|5.5                                                                                               |  | No Litigation.                                |  | 9       
|5.6                                                                                               |  | Certificates of Incorporation and Bylaws.     |  | 9       
|5.7                                                                                               |  | EXCLUSIVITY OF REPRESENTATIONS.               |  | 9       
|ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SUT AND STI WITH RESPECT TO THE SUPERIOR ISRAEL GROUP |  | 10                                           
|6.1                                                                                               |  | Organization and Qualification; Subsidiaries. |  | 10      
|6.2                                                                                               |  | Title to Shares.                              |  | 10      
|6.3                                                                                               |  | Capitalization.                               |  | 10      
|6.4                                                                                               |  | Absence of Conflicts.                         |  | 10      
|6.5                                                                                               |  | No Litigation.                                |  | 11      
|6.6                                                                                               |  | Certificates of Incorporation and Bylaws.     |  | 11      
|6.7                                                                                               |  | EXCLUSIVITY OF REPRESENTATIONS.               |  | 11      
|ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF ALPINE AND BUYER                                      |  | 11                                           
|7.1                                                                                               |  | Corporate Status.                             |  | 11      
|7.2                                                                                               |  | Alpine and Buyer's Enforceability.            |  | 12      
|7.3                                                                                               |  | Consents.                                     |  | 12      
|7.4                                                                                               |  | Absence of Conflicts.                         |  | 12      
|7.5                                                                                               |  | No Litigation.                                |  | 12      
|7.6                                                                                               |  | Financing.                                    |  | 12      
|7.7                                                                                               |  | Absence of Business Conduct.                  |  | 13      
|7.8                                                                                               |  | Brokers and Finders.                          |  | 13      

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|7.9                                                 |  | Investigation by Alpine and Buyer.                             |  | 13
|--------------------------------------------------- |  | -------------------------------------------------------------- |  | --
|7.10                                                |  | Section 267 of the Code.                                       |  | 13
|7.11                                                |  | Investment Representation.                                     |  | 14
|ARTICLE 8 CONDITIONS TO CLOSING; CLOSING DELIVERIES |  | 14                                                            
|8.1                                                 |  | Conditions to Each Party's Obligation to Effect the Closing.   |  | 14
|8.2                                                 |  | Sellers' Deliveries                                            |  | 15
|8.3                                                 |  | Buyer's Deliveries.                                            |  | 16
|ARTICLE 9 CLOSING                                   |  | 17                                                            
|9.1                                                 |  | Closing.                                                       |  | 17
|ARTICLE 10 COVENANTS                                |  | 17                                                            
|10.1                                                |  | Pre-Closing Covenants                                          |  | 18
|                                                    |  | 10.1.1 Conduct of Business.                                    |  | 18
|                                                    |  | 10.1.2 Access to Information.                                  |  | 21
|                                                    |  | 10.1.3 Reasonable Efforts.                                     |  | 21
|                                                    |  | 10.1.4 Seller Disclosure Schedule and Supplemental Disclosure. |  | 22
|                                                    |  | 10.1.5 Superior Proposal.                                      |  | 22
|                                                    |  | 10.1.6 Termination.                                            |  | 23
|                                                    |  | 10.1.7 Effect of Termination.                                  |  | 24
|10.2                                                |  | Other Covenants.                                               |  | 24
|                                                    |  | 10.2.1 Employee and Related Matters.                           |  | 24
|                                                    |  | 10.2.2 Tax Cooperation.                                        |  | 27
|                                                    |  | 10.2.3 Payment of Certain Taxes; Tax Returns.                  |  | 27
|                                                    |  | 10.2.4 Publicity.                                              |  | 29
|                                                    |  | 10.2.5 Expenses.                                               |  | 29
|                                                    |  | 10.2.6 No Assignment.                                          |  | 29
|                                                    |  | 10.2.7 Further Assurances.                                     |  | 29
|                                                    |  | 10.2.8 Permit Transfer, Assignment or Reissuances.             |  | 30
|                                                    |  | 10.2.9 Mail and Other Communications.                          |  | 30
|                                                    |  | 10.2.10 Access to Records.                                     |  | 30
|                                                    |  | 10.2.11 Credit Support Arrangements.                           |  | 30
|                                                    |  | 10.2.12 Non-Competition.                                       |  | 31
|                                                    |  | 10.2.13 Environmental Transfer Act Compliance.                 |  | 32
|                                                    |  | 10.2.14 Insurance.                                             |  | 32
|                                                    |  | 10.2.15 Section 338 Elections.                                 |  | 33
|                                                    |  | 10.2.16 Tax Treatment.                                         |  | 33
|                                                    |  | 10.2.17 Covenants Regarding Electrical Sub.                    |  | 33
|                                                    |  | 10.2.18 Tax Sharing Agreement.                                 |  | 33
|                                                    |  | 10.2.19 Certain Expenses.                                      |  | 33
|                                                    |  | 10.2.20 Intercompany Accounts.                                 |  | 33
|ARTICLE 11 INDEMNIFICATION                          |  | 34                                                            
|11.1                                                |  | Indemnification By Sellers.                                    |  | 34
|11.2                                                |  | Indemnification By Alpine and Buyer.                           |  | 34
|11.3                                                |  | Limitations on Indemnification by Sellers.                     |  | 35
|11.4                                                |  | Limitations on Indemnification by Alpine and Buyer.            |  | 35
|11.5                                                |  | Notice of Claim.                                               |  | 35
|11.6                                                |  | Third Party Claims.                                            |  | 36
|11.7                                                |  | Exclusive Remedy.                                              |  | 36

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|ARTICLE 12 MISCELLANEOUS |  | 37                     
|------------------------ |  | -----------------------
|12.1                     |  | Notices.               
|12.2                     |  | Binding Effect.        
|12.3                     |  | Headings.              
|12.4                     |  | Exhibits and Schedules.
|12.5                     |  | Counterparts.          
|12.6                     |  | Bulk Sales Law.        
|12.7                     |  | Governing Law.         
|12.8                     |  | Waivers.               
|12.9                     |  | Pronouns.              
|12.10                    |  | Time Periods.          
|12.11                    |  | No Strict Construction.
|12.12                    |  | Modification.          
|12.13                    |  | Entire Agreement.      
|12.14                    |  | Certain Definitions.   

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this "Agreement") is entered into this 31st day of October, 2002 by and among Superior TeleCom Inc., a Delaware
corporation ("SUT"), Superior Telecommunications Inc., a Delaware corporation ("STI"), Essex International Inc., a Delaware corporation ("Essex International"), Essex Group, Inc.,
a Michigan corporation ("Essex Group" and, together with Essex International, "Essex"), The Alpine Group, Inc., a Delaware corporation ("Alpine"), and Alpine Holdco Inc., a Delaware
corporation ("Buyer") and a newly-formed, wholly-owned corporate subsidiary of Alpine. SUT, STI and Essex are sometimes hereinafter referred to individually as a "Seller" and collectively as the
"Sellers."

RECITALS

WHEREAS, SUT is the owner of 100 shares of the common stock, no par value per share ("DNE Common Stock"), of DNE Systems Inc., a Delaware corporation
("DNE"), constituting all of the issued and outstanding shares of capital stock of DNE (the "DNE Shares"). DNE and its Subsidiaries (as defined herein) are sometimes hereinafter referred to
collectively as the "DNE Group."

WHEREAS,
STI is the owner of (i) 100 shares of the common stock, par value $0.01 per share ("Texas SUT Common Stock"), of Texas SUT Inc., a Texas corporation ("Texas SUT"),
constituting all of the issued and outstanding shares of capital stock of Texas SUT (the "Texas SUT Shares"), and (ii) 90 ordinary shares, par value NIS 1.00 per share (the "Ordinary Shares of
Superior Cables Holding"), of Superior Cables Holding (1997) Ltd., an Israel corporation ("Superior Cables Holding"), constituting 90% of the issued and outstanding shares of capital stock of
Superior Cables Holding (the "Superior Cables Holding Shares" and, together with the Texas SUT Shares, the "Superior Israel Shares") (the other 10% of the issued and outstanding shares of capital
stock of Superior Cables Holding being owned by Texas SUT). Texas SUT and Superior Cables Holding (specifically excluding Superior Cables Ltd., a company organized under the laws of Israel
("Superior Cables Ltd.")) are sometimes hereinafter referred to collectively as the "Superior Israel Group."

WHEREAS,
on and subject to the terms and conditions set forth in this Agreement, (i) SUT desires to sell to Buyer, and Buyer desires to purchase from SUT, all of the DNE Shares
and (ii) STI desires to sell to Buyer, and Buyer desires to purchase from STI, all of the Superior Israel Shares.

WHEREAS,
on and subject to the terms and conditions set forth in this Agreement, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, the assets of Sellers
described herein relating
to Sellers' electrical wire business conducted as of the date hereof, including the manufacture and sale of building and industrial wire products conducted as of the date hereof (the "Business"), and
Buyer is prepared to assume liabilities and obligations of Sellers relating to the Business.

NOW,
THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties hereby agree as follows:

ARTICLE 1

PURCHASE OF ASSETS AND STOCK

1.1Assets to be Purchased by Buyer.

Subject
to Section 1.2 and on and subject to the other terms and conditions set forth in this Agreement, Sellers hereby agree to grant, sell, convey, assign, transfer and deliver
to Buyer, or cause to be granted, sold, conveyed, assigned, transferred and delivered to Buyer, and Buyer agrees to purchase as a going concern, as of the Closing (as defined herein), all of the
assets owned by any of Sellers or any of Sellers' respective Affiliates (as defined herein) used exclusively in the Business, of every kind and description and wherever located, free and clear of all
Liens (except for Permitted Encumbrances and Real Property Permitted Encumbrances), including, without limitation, the following:

(a)  All
of Sellers' right, title and interest in and to the real property, including all buildings, structures, improvements, fixtures and fittings located thereon or
forming part thereof, at the locations

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set forth onSchedule 1.1(a)hereto, and all rights, privileges, easements and other appurtenances thereto (collectively, the "Business Real
Property");

(b)  The
rights under the leases set forth onSchedule 1.1(b)hereto (collectively, the "Business Real Property
Leases") for the real property described therein and all leasehold interests therein and all rights to leasehold improvements located thereon and, to the extent covered by the Business Real Property
Leases, all fixtures, machinery, installations and equipment located thereon or forming part thereof (such property being collectively referred to as the "Business Leased Real Property");

(c)  All
machinery, equipment, dies, tools, spare parts and furniture, including those set forth onSchedule 1.1(c)hereto (collectively, the "Equipment");

(d)  All
inventories of the products of the Business, including those set forth onSchedule 1.1(d)hereto
(collectively, the "Products"), including, without limitation, raw materials, work-in-process, finished goods, supplies and packaging materials on hand or in route from
suppliers as of the Closing (collectively, the "Inventory");

(e)  All
customer and supplier lists and files, including those set forth onSchedule 1.1(e), sales literature,
marketing data and promotional materials relating to such lists and files and, with respect to such materials relating to the Business that do not pertain solely to the Business, copies of all such
materials;

(f)    All
of Sellers' right, title and interest in and to all of the patents, copyrights, trademarks, service marks, trade names, brand names, certification marks and rights
under any applications or registrations therefor set forth onSchedule 1.1(f)hereto, as well as all know-how, inventions,
technology, drawings, specifications, processes, formulae, discoveries, ideas, trade secrets and confidential information used exclusively in connection with the Business, together with any and all
goodwill associated with any of the foregoing (collectively, the "Business Intellectual Property");

(g)  All
of Sellers' rights and interest as of the Closing in and to all contracts, agreements, leases, purchase orders and commitments relating to the Business, including
those set forth onSchedule 1.1(g)hereto (collectively, the "Business Contracts");

(h)  All
books, records, files and papers, whether in hard copy or computer format, to the extent they contain information solely relating to the Purchased Assets or the
Business, including, without limitation, all financial and Tax (as defined herein) records, correspondence and other documents and, with respect to (i) any employee of the Business hired by
Buyer as set forth onSchedule 10.2.1(a)or whose employment agreement is assumed by Buyer pursuant to Section 10.2.1(f), and
(ii) such materials relating to the Business that do not pertain solely to the Business, copies of all such materials,providedthat, with
respect to materials relating to Taxes that relate to but do not pertain solely to the Business, copies of such materials shall be provided only if such materials are less than six years old;

(i)    All
licenses, permits, registrations and other authorizations issued by any Governmental Authority (as defined herein) that are required for or currently used in
connection with the operation of the Business, including those that are set forth onSchedule 1.1(i)hereto, and including, without limitation,
all licenses, permits, registrations and other authorizations relating to environmental, health and safety matters, including those that are set forth on Schedule 1.1(i)hereto, but, in each case,
only to the extent transferable;

(j)    All
accounts and notes receivable and other claims for money due any Seller or any of Sellers' respective Affiliates in existence as of the close of business on the
Closing Date which have been generated by sales by such Seller or such Affiliate of Products prior to the Closing, other than as expressly set forth in Section 1.2(a) or Schedule 1.2;

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(k)  All
claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind pertaining solely to, or arising solely out of, the
Business (other than as set forth onSchedule 1.2hereto);

(l)    All
rights and interests in and under the Business Benefit Plans (as defined herein) transferred pursuant to Section 10.2.1 hereof;

(m)  The
goodwill of the Business; and

(n)  Claims
for any refund of Non-Income Taxes with respect to the Business or the Purchased Assets.

The
above-described assets to be purchased and sold pursuant to this Agreement are referred to as the "Purchased Assets." The Schedules relating to the Purchased Assets shall be subject
to additions and deletions in the ordinary course of business from the date hereof through the Closing.

1.2Assets to be Retained by Sellers.

Sellers
shall retain and Buyer shall not purchase from Sellers or any of their respective Affiliates the following properties and assets used in the conduct of the Business:



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The
above-described assets to be retained by Sellers pursuant to this Agreement are referred to as the "Retained Assets."

1.3Purchase and Sale of Stock.

At
the Closing, on and subject to the terms and conditions set forth in this Agreement, (i) SUT shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase
from SUT, all of the DNE Shares and (ii) STI shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from STI, all of the Superior Israel Shares, in each case free
and clear of all Liens.

ARTICLE 2

ASSUMPTION OF LIABILITIES

2.1Assumed Liabilities.

Except
as otherwise provided in Section 2.2, Buyer hereby agrees to assume at the Closing all of the obligations and liabilities of Sellers and their respective Affiliates to the
extent related to the Business or the Purchased Assets, arising out of or related to events, actions or omissions occurring prior to the Closing Date and whether arising prior to, on or after the
Closing Date, including, without limitation, (i) any Assumed Environmental Liabilities (as defined herein), (ii) all liabilities relating to the matters set forth in Schedule 2.1(b),
(iii) any liabilities and other obligations under any of the Business Real Property Leases or any of the Business
Contracts existing at the Closing, (iv) any product return liabilities or warranty claims with respect to Products sold, shipped or manufactured on or prior to the Closing Date, (v) any
liabilities, claims or obligations for bodily injury, death or property damage arising out of or related to any activities conducted at or in connection with the Business, or any Products sold,
shipped or manufactured on or prior to the Closing Date, other than such liabilities, claims or
obligations for bodily injury, death or property damage arising out of the manufacture, sale or distribution of asbestos-containing products, (vi) any liabilities or obligations in connection
with employee-related matters that are assumed by Buyer or an Affiliate thereof under Section 10.2.1 and (vii) all liabilities for Taxes related to the Business or the Purchased Assets
for which Buyer is designated as responsible pursuant to Section 10.2.3 or Section 11.2 (collectively, the "Assumed Liabilities"). The Schedules relating to Assumed Liabilities are
subject to additions and deletions in the ordinary course of business from the date hereof through the Closing.

2.2Liabilities to be Retained by Sellers.

Sellers
shall retain, and Buyer shall not assume, pay, perform, defend or discharge, the following liabilities and obligations: (i) any liabilities or obligations related to any
of the Retained Assets; (ii) any liabilities of any Seller or any of Sellers' respective Affiliates to the extent not related to the Business or the Purchased Assets; (iii) Environmental
Liabilities other than the Assumed Environmental Liabilities, (iv) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations of any Seller or any Seller
ERISA Affiliate (as defined herein) with respect to any Business Benefit Plan; (v) except as otherwise expressly provided in Section 10.2.1, any liabilities or obligations in connection
with any claim made by any employee or former employee of the Business arising out of or related to (a) any event, action or omission occurring prior to the Closing Date or (b) such
employee's employment (including the termination thereof) prior to the Closing Date; (vi) any criminal and civil fines arising out of or related to events, actions or omissions occurring prior
to the Closing Date in connection with the Business; (vii) any liabilities, claims or obligations for bodily injury, death or property damage arising out of the manufacture, sale or
distribution of asbestos-containing products; (viii) all liabilities and obligations of Sellers under this Agreement or with respect to or arising out of the transactions contemplated hereby;
(ix) all indebtedness for borrowed money relating to the agreements set forth onSchedule 2.2; and (x) all liabilities for Taxes
related to the Business or the

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Purchased Assets for which Sellers are designated as responsible pursuant to Section 10.2.3 or Section 11.1 (collectively, the "Retained Liabilities").

ARTICLE 3

CONSIDERATION

3.1Purchase Price.

The
aggregate cash purchase price for the Purchased Assets, the DNE Shares and the Superior Israel Shares (the "Purchase Price") is (a) Eighty-Five Million Dollars
($85,000,000)plus(b) the aggregate amount of any expenditures set forth onSchedule 3.1,
to the extent paid prior to Closing by any of the Sellersminus(c) any applicable amount payable under the Side Letter relating to the valuation
of certain real property in Columbia City, Indiana, dated the date hereof, among the parties hereto, payable at the Closing by wire transfer of immediately available funds to an account(s) designated
in writing by SUT at least two business days prior to the Closing Date. As additional consideration for the Purchased Assets, Buyer shall cause a warrant in the form of Exhibit Ahereto (the
"Warrant") to be issued to SUT on the Closing Date.

3.2Allocation of Purchase Price.

The
sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated
to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax
purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth inSchedule 3.2. The excess of the Aggregate
Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall
provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of
Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the
proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete
and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.
If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within
10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT.
Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any
joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax
returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLERS
WITH RESPECT TO SELLERS AND THE BUSINESS

Sellers hereby, jointly and severally, represent and warrant to Alpine and Buyer that, except as set forth in the disclosure schedule delivered by Sellers to
Buyer and attached hereto and made a part hereof (the "Seller Disclosure Schedule"):

4.1Corporate Status.

Each
Seller is a corporation duly organized, validly existing and in corporate good standing under the laws of the jurisdiction of its incorporation. Each Seller has full corporate power
and authority to: (a) own, lease and operate the Purchased Assets and carry on the Business as and where such Purchased Assets are now owned, leased or operated and as and where such Business
is presently being conducted; and (b) execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith.

4.2Seller's Enforceability.

All
requisite corporate action to approve, execute, deliver and perform this Agreement and each other agreement and document to be delivered by any Seller in connection herewith has been
taken by each Seller. This Agreement and each other agreement and document to be delivered by any Seller in connection herewith have been, or will be, duly executed and delivered by the applicable
Sellers and constitute, or will constitute, the legal, valid and binding obligations of such Sellers, enforceable against such Sellers in accordance with their respective terms except to the extent
that such enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting the rights of creditors generally and by general equity principles.

4.3Consents.

No
authorization, approval, consent, permit or order of, or registration, declaration or filing with, or notice to, any federal, state, local or foreign government, or any subdivision,
agency or instrumentality thereof, or any court, tribunal or arbitrator (each, a "Governmental Authority"), or other Person is required in connection with the execution, delivery or performance of
this Agreement by any Seller or
any other agreement, instrument or document to be delivered by or on behalf of any Seller in connection herewith, except for (i) such filings as may be required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) filings and notifications under the Connecticut Transfer Act (C.G.S.A.
§22a-134et seq., as amended) ("Connecticut Transfer Act") and the Indiana Responsible Property Transfer Law (Ind. Code
§13-25-3-1et seq.) ("Indiana Responsible Property Transfer Law") and (iii) such other consents,
orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have, individually or in the aggregate, a material adverse effect on the Business
or the business of any member of the DNE Group or the Superior Israel Group, materially impair the ability of any Seller to perform its obligations hereunder, or prevent the consummation by any Seller
of the transactions contemplated hereby.

4.4Absence of Conflicts.

Subject
to receipt of the approvals, consents, orders, declarations and other matters set forth in Section 4.3, none of the execution, delivery or performance of this Agreement or
any of the other agreements, instruments or documents to be delivered by or on behalf of any Seller in connection herewith will (i) result in the creation of any mortgage, pledge, lien,
security interest or other encumbrance (collectively, "Liens") on any of the Purchased Assets, (ii) conflict with or violate in any material respect any judgment, decree, order, writ,
injunction, statute, ordinance, law, rule or regulation (collectively, "Law") applicable to any Seller or by which any Seller or any of its properties or assets is

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bound, (iii) conflict with or violate any provision of the Certificate of Incorporation or Bylaws, or equivalent organizational documents, of any Seller or (iv) conflict with, violate,
result in any breach of, constitute a default under (with or without notice or the passage of time or both), or give rise to any right of termination, cancellation, amendment or acceleration under any
Business Contract set forth on Schedule 1.1(g) hereto or Business Real Property Lease set forth onSchedule 1.1(b)hereto, other than, in
the case of clauses (i), (ii) or (iv), any creation of Lien, any conflict, breach or violation that would not have, individually or in the aggregate, a material adverse effect on the Business
or the business of any member of the DNE Group or the Superior Israel Group, materially impair the ability of any Seller to perform its obligations hereunder, or prevent the consummation by any Seller
of the transactions hereby.

4.5No Litigation.

There
is no claim, litigation, investigation, hearing, action, suit or proceeding pending or, to the knowledge of Sellers, threatened by or against any Seller, at law or in equity, by or
before any Governmental Authority, with respect to the Business or the Purchased Assets that would materially impair or delay the ability of any Seller to perform its obligations under this Agreement
or to consummate the transactions contemplated by this Agreement.

4.6Title to Assets.

Sellers
have good, valid and marketable title to the Purchased Assets free and clear of all Liens, except for (i) liens for Taxes and other governmental charges and assessments
that are not yet due and payable or that are being contested in good faith, (ii) liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course
of business for sums not yet due and payable or that are being contested in good faith or (iii) encumbrances which, in the aggregate, would not have, individually or in the aggregate,
materially impair the ability of any Seller to perform its obligations hereunder, or prevent the consummation by any Seller of the transactions contemplated hereby (collectively, the "Permitted
Encumbrances") and, upon consummation of the transactions contemplated by this Agreement, Buyer will have good, valid and marketable title to the Purchased Assets free and clear of all Liens except
for Permitted Encumbrances.

4.7Real Property.

With
respect to the Business Real Property, Sellers have good, valid and insurable title thereto (without payment of extra premiums therefor), except for (i) liens for Taxes not
yet due and payable or which are being contested in good faith or (ii) real estate taxes and assessments (general and special) not yet due and payable, zoning ordinances and municipal land use
regulations, utility distribution line easements serving that parcel of real property, the rights of the public in and to any public roads abutting that parcel of real property, and any easements,
restrictions, encumbrances, imperfections of title or other matters of record which would not unreasonably interfere with the use and occupancy thereof by Buyer ("Real Property Permitted
Encumbrances"). With respect to the Business Leased Real Property, Sellers are currently in possession thereof and have valid leasehold interests therein in accordance with the terms of the
controlling leases, except for the Real Property Permitted Encumbrances.

4.8Brokers and Finders.

No
broker, finder or other entity acting in a similar capacity has participated on behalf of any Seller or any of Sellers' respective Affiliates in bringing about the transactions herein
contemplated, rendered any services with respect thereto, been in any way involved therewith or is entitled to any fee or commission in connection therewith.

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4.9EXCLUSIVITY OF REPRESENTATIONS.

THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLERS WITH RESPECT TO THE SELLERS AND THE BUSINESS IN THIS ARTICLE 4 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE SELLERS AS A GROUP AND THE BUSINESS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. EACH SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR
WARRANTIES NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ALPINE, BUYER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION
(INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SUT
WITH RESPECT TO THE DNE GROUP

SUT hereby represents and warrants to Alpine and Buyer that, except as set forth in the Seller Disclosure Schedule:

5.1Organization and Qualification; Subsidiaries.

Each
member of the DNE Group is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power
and authority to own, lease and operate its properties and assets and carry on its business as and where its properties and assets are now owned, leased or operated and as and where its business is
presently being conducted.Schedule 5.1sets forth the name and jurisdiction of incorporation of each of DNE's Subsidiaries and the percentage of
each such Subsidiary's capital stock owned by DNE. All the
outstanding capital stock of each such Subsidiary is duly authorized, validly issued, fully paid and non-assessable and is owned by DNE free and clear of all Liens, stockholders'
agreements and voting trusts. No member of the DNE Group directly or indirectly owns or controls any interest in any other corporation, partnership, joint venture or other business association or
entity.

5.2Title to Shares.

SUT
is the record and beneficial owner of the DNE Shares, free and clear of all Liens, stockholders' agreements and voting trusts. On the Closing Date, SUT will have the full corporate
power and authority to assign, transfer, convey and deliver the DNE Shares as provided in this Agreement, and such delivery will convey to Buyer (or its permitted assigns) good, valid and marketable
title to the DNE Shares, free and clear of all Liens, stockholders' agreements and voting trusts.

5.3Capitalization.

(a)  The
authorized capital stock of DNE consists of 1,000 shares of DNE Common Stock. As of the date hereof, 100 shares of DNE Common Stock are issued and outstanding (all
of which are owned by SUT) and no such shares are reserved for issuance.

(b)  There
are no securities convertible into or exchangeable for capital stock, options, warrants or other rights, agreements, arrangements or commitments of any character
relating to the issued or unissued capital stock of any member of the DNE Group, nor are there any obligations of any member of the DNE Group to issue, sell, repurchase or redeem any shares of capital
stock of any member of the DNE Group or any such convertible or exchangeable securities, options or warrants. All issued and outstanding shares of DNE Common Stock are duly authorized, validly issued,
fully paid and non-assessable.

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5.4Absence of Conflicts.

Subject
to receipt of the approvals, consents, orders, declarations and other matters set forth in Section 4.3, none of the execution, delivery or performance of this Agreement or
any of the other agreements, instruments or documents to be delivered by or on behalf of any Seller in connection herewith will (i) result in the creation of any Lien on any of the properties
or assets of any member of the DNE Group, (ii) conflict with or violate in any material respect any Law applicable to any member of the DNE Group or by which any member of the DNE Group or any
of its properties or assets is bound, (iii) conflict with or violate any provision of the Certificate of Incorporation or Bylaws, or
equivalent organizational documents, of any member of the DNE Group or (iv) conflict with, violate, result in any breach of, constitute a default under (with or without notice or the passage of
time or both), or give rise to any right of termination, cancellation, amendment or acceleration under any contract or other agreement set forth on Schedule 5.4, other than, in the case of clauses
(i), (ii) or (iv), any creation of Lien, any conflict, breach or violation that would not
have, individually or in the aggregate, a material adverse effect on the DNE Group, materially impair the ability of SUT to perform its obligations hereunder, or prevent the consummation by SUT of the
transactions hereby.

5.5No Litigation.

There
is no claim, litigation, investigation, hearing, action, suit or proceeding pending or, to the knowledge of SUT, threatened by or against any member of the DNE Group, at law or in
equity, by or before any Governmental Authority, with respect to the DNE Group, that would materially impair or delay the ability of SUT to perform its obligations under this Agreement or to
consummate the transactions contemplated by this Agreement.

5.6Certificates of Incorporation and Bylaws.

SUT
has heretofore delivered or made available to Buyer a complete and correct copy of the Certificate of Incorporation and Bylaws, or equivalent organizational documents, each as
amended to date, of each member of the DNE Group. Such organizational documents are in full force and effect. No member of the DNE Group is in violation of each of the provisions of its organizational
documents.

5.7EXCLUSIVITY OF REPRESENTATIONS.

THE
REPRESENTATIONS AND WARRANTIES MADE BY SUT WITH RESPECT TO THE DNE GROUP IN THIS ARTICLE 5 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES
RELATING TO DNE, EACH OF ITS SUBSIDIARIES AND THE BUSINESS AND OPERATIONS OF THE DNE GROUP, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SUT HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED
REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ALPINE, BUYER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER
INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF SUT
AND STI WITH RESPECT TO THE SUPERIOR ISRAEL GROUP

SUT and STI hereby, jointly and severally, represent and warrant to Alpine and Buyer that, except as set forth in the Seller Disclosure Schedule:

6.1Organization and Qualification; Subsidiaries.

Each
of Texas SUT, Superior Cables Holding and Superior Cables Ltd. is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of
its incorporation and has full corporate power and authority to own, lease and operate its properties and assets and carry on its business as and where its properties and assets are now owned, leased
or operated and as and where its business is presently being conducted.Schedule 6.1sets forth the name and jurisdiction of incorporation of
each Subsidiary of Texas SUT or Superior Cables Holding and the percentage of each such Subsidiary's capital stock owned by Texas SUT or Superior Cables Holding. No member of the Superior Israel Group
directly or indirectly owns or controls any interest in any other corporation, partnership, joint venture or other business association or entity.

6.2Title to Shares.

STI
is the record and beneficial owner of the Superior Israel Shares, free and clear of all Liens, stockholders' agreements and voting trusts. On the Closing Date, STI will have the full
corporate power and authority to assign, transfer, convey and deliver the Superior Israel Shares as provided in this Agreement, and such delivery will convey to Buyer (or its permitted assigns) good,
valid and marketable title to the Superior Israel Shares, free and clear of all Liens, stockholders' agreements and voting trusts.

6.3Capitalization.

(a)  The
authorized capital stock of Texas SUT consists of 1,000 shares of Texas SUT Common Stock and no shares of preferred stock. As of the date hereof, 100 shares of Texas
SUT Common Stock are issued and outstanding (all of which are owned by STI) and no such shares are reserved for issuance.

(b)  The
authorized capital stock of Superior Cables Holding consists of 32,700 Ordinary Shares of Superior Cables Holding. As of the date hereof, 100 Ordinary Shares of
Superior Cables Holding are issued and outstanding (90 of which are owned by STI and 10 of which are owned by Texas SUT) and no such shares are reserved for issuance.

(c)  There
are no securities convertible into or exchangeable for capital stock, options, warrants or other rights, agreements, arrangements or commitments of any character
relating to the issued or unissued capital stock of Texas SUT or Superior Cables Holding, nor are there any obligations of Texas SUT or Superior Cables Holding to issue, sell, repurchase or redeem any
shares of capital stock of Texas SUT or Superior Cables Holding, as the case may be, or any such convertible or exchangeable securities, options or warrants. All issued and outstanding shares of Texas
SUT Common Stock and Ordinary Shares of Superior Cables Holding are duly authorized, validly issued, fully paid and non-assessable.

6.4Absence of Conflicts.

Subject
to receipt of the approvals, consents, orders, declarations and other matters set forth in Section 4.3, none of the execution, delivery or performance of this Agreement or
any of the other agreements, instruments or documents to be delivered by or on behalf of any Seller in connection herewith will (i) result in the creation of any Lien on any of the properties
or assets of Texas SUT or Superior Cables Holding, (ii) conflict with or violate any Law applicable to Texas SUT or Superior

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Cables Holding or by which Texas SUT or Superior Cables Holding or any of their respective properties or assets is bound, (iii) conflict with or violate any provision of the Certificate of
Incorporation or Bylaws, or equivalent organizational documents, of either Texas SUT or Superior Cables Holding or (iv) conflict with, violate, result in any breach of, constitute a default
under (with or without notice or the passage of time or both), or give rise to any right of termination, cancellation, amendment or acceleration under any contract or other agreement set forth on Schedule 6.4other than, in the case of clauses (i), (ii) or (iv), any creation of any Lien, any conflict, breach or violation that would
not have, individually or in the aggregate, a material adverse effect on the Superior Israel Group as a whole, materially impair the ability of either SUT or STI to perform its respective obligations
hereunder, or prevent the consummation by either SUT or STI of the transactions contemplated hereby.

6.5No Litigation.

There
is no claim, litigation, investigation, hearing, action, suit or proceeding pending or, to the knowledge of SUT or STI, threatened by or against Texas SUT or Superior Cables
Holding, at law or in equity, by or before any Governmental Authority, with respect to the Superior Israel Group, that would materially impair or delay the ability of SUT or STI to perform their
respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

6.6Certificates of Incorporation and Bylaws.

SUT
and STI have heretofore delivered or made available to Buyer a complete and correct copy of the Certificate of Incorporation and Bylaws, or equivalent organizational documents, each
as amended to date, of each member of the Superior Israel Group. Such organizational documents are in full force and effect. Neither member of the Superior Israel Group is in violation of any of the
provisions of its organizational documents.

6.7EXCLUSIVITY OF REPRESENTATIONS.

THE
REPRESENTATIONS AND WARRANTIES MADE BY SUT AND STI WITH RESPECT TO TEXAS SUT AND SUPERIOR CABLES HOLDING IN THIS ARTICLE 6 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER
REPRESENTATIONS AND WARRANTIES RELATING TO TEXAS SUT, SUPERIOR CABLES HOLDING AND THE OPERATIONS AND BUSINESS OF THE SUPERIOR ISRAEL GROUP, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SUT
AND STI HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ALPINE, BUYER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF ALPINE AND BUYER

Alpine and Buyer, jointly and severally hereby represent and warrant to each of the Sellers that:



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ARTICLE 8

CONDITIONS TO CLOSING; CLOSING DELIVERIES

8.1Conditions to Each Party's Obligation to Effect the Closing.

(a)  The
respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following
conditions:



(b)  The
obligation of Alpine and Buyer to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following
conditions (any of which may be waived in writing by Alpine or Buyer):



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(c)  The
respective obligations of Sellers to effect the transactions contemplated hereby shall also be subject to the fulfillment at or prior to the Closing of the following
conditions (any of which may be waived in writing by Sellers):



8.2Sellers' Deliveries.

The
applicable Sellers shall deliver, or cause to be delivered, the following documents to Buyer at or before the Closing, all of which shall be in form and substance reasonably
acceptable to Buyer and its counsel:



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8.3Buyer's Deliveries.

Alpine
and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable
to Sellers and their counsel:



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ARTICLE 9

CLOSING

9.1Closing.

Provided
that the deliveries set forth in Article 8 are either made or waived, the consummation of the transactions contemplated by this Agreement (the "Closing") will take place
at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York on such date, and at such time, as the parties shall agree (the "Closing Date"). The transfers and deliveries described in
Article 8 shall be mutually interdependent and regarded as occurring simultaneously; and no such transfer or delivery shall become effective until all the other transfers and deliveries
provided for in Article 8 have also been consummated.

ARTICLE 10

COVENANTS

The covenants and agreements contained in this Article 10 shall be applicable, as the case may be, to Alpine, Buyer and each Seller hereunder (except that
none of such covenants or agreements shall impose any liability or obligation on (i) STI with respect to any member of the DNE Group or (ii) Essex with respect to any member of the DNE
Group or Superior Israel Group):

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10.1Pre-Closing Covenants.



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10.2Other Covenants.



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ARTICLE 11

INDEMNIFICATION

11.1Indemnification By Sellers.

After
the Closing, each Seller, jointly and severally, shall, subject to the provisions of this Article 11, indemnify, defend and hold harmless Alpine, Buyer and their respective
officers, directors, employees, agents and Affiliates (each, a "Seller Indemnified Party") from and against all Losses directly or indirectly incurred by any such Seller Indemnified Party arising out
of or based on any (i) inaccuracy in or breach of any representation or warranty of such Seller in this Agreement, (ii) breach of any covenant or agreement made by such Seller in or
pursuant to this Agreement, (iii) of the Retained Liabilities, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except
to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary
under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which
SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages,
deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any
amounts paid in investigation, defense or settlement of any of the foregoing), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

11.2Indemnification By Alpine and Buyer.

After
the Closing, Alpine and Buyer shall, jointly and severally, subject to the provisions of this Article 11, indemnify, defend and hold harmless each of the Sellers and their
respective officers, directors, employees, agents and Affiliates (collectively, the "Alpine Indemnified Parties") from and against all Losses directly or indirectly incurred by any of Alpine
Indemnified Parties arising out of or based on any (i) inaccuracy in or breach of any representation or warranty of Buyer or Alpine, as applicable in this Agreement, (ii) breach of any
covenant or agreement made by Buyer or Alpine, as applicable in or pursuant to this Agreement, (iii) of the Assumed Liabilities, (iv) operations of the Business after the Closing Date,
(v) failure by Buyer or any of its Affiliates to comply with the Workers Adjustment and Retraining Notification Act, as amended, with respect to the employees of the Business and the business
of the DNE Group and the Superior Israel Group, (vi) termination by Buyer or its Affiliates of the employment of any Transferred Employee at any time after the Closing Date, including, without
limitation, any severance costs and related employment tax obligations which any of Sellers may incur as the result of such termination, (vii) the failure to obtain any consent from any Person
who is party to a Business Contract or Business Real Property Lease or contract or other agreement relating to the DNE Group or the Superior Israel Group and not set forth on Schedule 4.4, 5.4 or 6.4or (viii) Taxes for which Buyer is designated as responsible pursuant to Section 10.2.3.

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11.3Limitations on Indemnification by Sellers.

The
indemnification of the Seller Indemnified Parties provided for in Section 11.1 shall be limited in certain respects as follows:



11.4Limitations on Indemnification by Alpine and Buyer.

The
indemnification of the Alpine Indemnified Parties provided for in Section 11.2 shall be limited in certain respects as follows:



11.5Notice of Claim.

(a)  Promptly
after acquiring knowledge of any Losses for which any of the Seller Indemnified Parties is entitled to indemnification pursuant to this Article 11,
Alpine or Buyer shall give written notice thereof to Sellers setting forth with reasonable particularity the underlying facts (either actually known or in good faith believed by Alpine or Buyer to
exist) sufficient to establish a claim for

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indemnification under this Article 11 and setting forth a good faith estimate, if known, of the Losses incurred or to be incurred relating thereto; and including copies of all written
documentation and summarizing all oral information actually known or in good faith believed by Alpine or Buyer to exist relating to the circumstances or events underlying the indemnification claim;
and

(b)  Promptly
after acquiring knowledge of any Losses for which any of the Alpine Indemnified Parties is entitled to indemnification pursuant to this Article 11,
Sellers shall give written notice thereof to Alpine and Buyer setting forth with reasonable particularity the underlying facts (either actually known or in good faith believed by Sellers to exist)
sufficient to establish a claim for indemnification under this Article 11 and setting forth a good faith estimate, if known, of the Losses incurred or to be incurred relating thereto; and
including copies of all written documentation and summarizing all oral information actually known or in good faith believed by Sellers to exist relating to the circumstances or events underlying the
indemnification claim.

11.6Third Party Claims.

(a)Notice. If any legal proceedings shall be instituted or any claim is asserted by any third party in respect of which any
Seller Indemnified Parties, on the one hand, or any Alpine Indemnified Parties, on the other hand, may be entitled to indemnity hereunder (a "Third Party Claim"), such party shall give the other party
prompt notice as provided in Section 12.1.

(b)Control. With the consent of the party giving the original notice, not to be unreasonably withheld, the other party may
assume control of the defense of a Third Party Claim, with counsel reasonably satisfactory to the party giving the original notice. If the other party does not so assume control within a reasonable
period of time, the defense of the Third Party Claim will be controlled by the party giving the original notice without any prejudice to the right of the other party to dispute the claim for
indemnification hereunder.

(c)Settlement. Except for the settlement of a Third Party Claim that includes as an unconditional term thereof the giving by
the claimant to the indemnitee of an unconditional release from all liability in respect of the Third Party Claim, no Third Party Claim may be settled without the prior written consent of the
indemnitee.

(d)Cooperation. Each party shall make available to the other all records and other materials reasonably required to contest
any Third Party Claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be kept confidential. The party not in control
of the Third Party Claim shall have the right to be represented by counsel of its own choice and at its own expense. The party in control shall keep the other informed on a current basis of all
material developments in connection with any Third Party Claim.

(e)Tax Proceedings. Notwithstanding this Section 11.6, the control and settlement of proceedings or disputes
involving Taxes for which Buyer or Seller is responsible under Section 10.2.3 shall be governed by Sections 10.2.2 and 10.2.3(d) hereof.

11.7Exclusive Remedy.

Except
as otherwise provided in Section 11.6(e), after the Closing, with respect to any breach of or inaccuracy in any representation or warranty or nonfulfillment of any covenant
for which a right to claim indemnification is provided in this Article 11, a claim or an action under and pursuant to the terms, conditions and limitations of this Article 11 shall be
the sole and exclusive right and remedy of a party seeking indemnification. The provisions of this Section 11.7 shall not preclude the prosecution of any action or proceeding based on fraud or
willful misconduct.

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ARTICLE 12

MISCELLANEOUS

12.1Notices.

All
notices shall be in writing delivered as follows:

(a)

If to any Seller, to:

c/o Superior TeleCom Inc.
One Meadowlands Plaza, Suite 200
East Rutherford, NJ 07073
Attention: President
Facsimile: (201) 549-4428With a copy to:

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attention: Howard L. Shecter
Facsimile: (212) 309-6001(b)

If to Alpine or Buyer, to:

c/o The Alpine Group, Inc.
One Meadowlands Plaza, Suite 200
East Rutherford, NJ 07073
Attention: Chairman
Facsimile: (201) 549-4428With a copy to:

Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Ronald R. Papa
Facsimile: (212) 969-2900


or
to such other address as may have been designated in a prior notice. Notices may be sent by (a) overnight courier, (b) confirmed facsimile transmission or (c) registered or
certified mail, postage prepaid, return receipt requested; and shall be deemed to have been given (a) in the case of overnight courier, the next business day after the date sent, (b) in
the case of facsimile transmission, on the date of confirmation of such transmission, and (c) in the case of mailing, three business days after being mailed.

12.2Binding Effect.

This
Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, except as expressly
provided in Article 11, is intended or shall be construed to confer on any Person other than the parties any rights or benefits hereunder.

12.3Headings.

The
headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

12.4Exhibits and Schedules.

The
Exhibits and Schedules referred to in this Agreement shall be deemed to be a part of this Agreement.

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12.5Counterparts.

This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. This Agreement
shall be effective upon execution and delivery of either manually signed or facsimile signed signature pages.

12.6Bulk Sales Law.

Buyer
hereby waives compliance by Sellers with the obligations imposed on vendors under any bulk sales, transfer or other similar laws as a result of the transactions contemplated by
this Agreement.

12.7Governing Law.

This
Agreement shall be governed by and construed under Delaware law, without regard to conflict of laws principles, except for those provisions relating to the conveyance and assignment
of title to the Business Real Property, which shall be governed by and construed under the laws of the state in which such Business Real Property is located.

12.8Waivers.

Compliance
with the provisions of this Agreement may be waived only by a written instrument specifically referring to this Agreement and signed by the party waiving compliance. No course
of dealing, nor any failure or delay in exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of that or any
other right.

12.9Pronouns.

The
use of a particular pronoun herein shall not be restrictive as to gender or number but shall be interpreted in all cases as the context may require.

12.10Time Periods.

Any
action required hereunder to be taken within a certain number of days shall be taken within that number of calendar days unless otherwise expressly provided; provided, however, that if the last day for
taking such action falls on a weekend or a holiday, the period during which such action may be taken shall
be automatically extended to the next business day.

12.11No Strict Construction.

The
language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied
against any party. The words "include," "includes" and "including" shall mean "include, without limitation," "includes, without limitation," and "including, without limitation," respectively.

12.12Modification.

No
supplement, modification or amendment of this Agreement shall be binding unless made in a written instrument which is signed by all of the parties and which specifically refers to
this Agreement.

12.13Entire Agreement.

This
Agreement and the Exhibits, Schedules, agreements, documents and instruments referred to in this Agreement or delivered hereunder are the exclusive statement of the agreement among
the parties concerning the subject matter hereof and supercedes all prior agreements relating to the subject matter hereof including, without limitation, the Letter of Intent, dated August 30,
2002, among certain of the parties hereto.

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12.14Certain Definitions.



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IN
WITNESS WHEREOF, a duly authorized officer of each of the parties hereto has executed this Agreement as of the date first above written.

| |  | SUPERIOR TELECOM INC.           
| |  | --------------------------------
| |  | By:                             
| |  | Its:                            
| |  | SUPERIOR TELECOMMUNICATIONS INC.
| |  | By:                             
| |  | Its:                            
| |  | ESSEX INTERNATIONAL INC.        
| |  | By:                             
| |  | Its:                            
| |  | ESSEX GROUP, INC.               
| |  | By:                             
| |  | Its:                            
| |  | THE ALPINE GROUP, INC.          
| |  | By:                             
| |  | Its:                            
| |  | ALPINE HOLDCO INC.              
| |  | By:                             
| |  | Its:                            

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