Exhibit 10.21


 


AMENDED AND RESTATED PLEDGE AGREEMENT


(GUARANTORS)


 


THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is
made on August 5, 2008, by and among SUPERIOR ESSEX INC., a Delaware
corporation (“SEI”); SUPERIOR ESSEX HOLDING
CORP., a Delaware corporation (“SEHC”); SE COMMUNICATIONS GP INC., a Delaware
corporation (“SEC GP”); ESSEX INTERNATIONAL INC., a Delaware
corporation (“Essex International”); ESSEX CANADA
INC., a Delaware corporation (“Essex Canada”); ESSEX GROUP MEXICO INC., a Delaware corporation (“Essex
Mexico”); and ESSEX MEXICO HOLDINGS,
L.L.C., a Delaware limited liability company (“EMH”; SEI,
SEHC, SEC GP, Essex International, Essex Canada, Essex Mexico, and EMH are
collectively referred to herein as “Pledgor” and individually as “Pledgors”),
and BANK OF AMERICA, N.A.,  a
national banking association with a mailing address at 300 Galleria Parkway,
N.W., Suite 800, Atlanta, Georgia 30339, as administrative and collateral  agent (in such capacity, together
with its successors in such capacity, “Agent”) for each of the financial
institutions (collectively, “Lenders”) now or hereafter parties to the
Loan Agreement (as defined below), and the other Secured Parties (as defined in
the Loan Agreement).


 


Recitals:


 


Pursuant to that certain
Credit Agreement dated November 10, 2003, as amended and restated by that
certain Amended and Restated Loan and Security Agreement dated April 14,
2006, by and among SUPERIOR ESSEX
COMMUNICATIONS LP, a
Delaware limited partnership (“Communications”), ESSEX GROUP, INC., a Michigan
corporation (“EGI”; Communications and EGI are collectively referred to
herein as “U.S. Borrowers”),
Agent, and the various financial institutions party thereto from time to time
(the “Existing Lenders”) (as at any time amended, restated,
modified or otherwise supplemented prior to the date hereof, the “Existing
Loan Agreement”), the Existing Lenders agreed to make loans to, and issue
letters of credit and provide other financial accommodations on behalf of, U.S.
Borrowers.


 


In connection with the
Existing Loan Agreement, certain of the Pledgors executed and delivered that
certain Continuing Guaranty Agreement dated November 10, 2003 in favor of
Agent and the Existing Lenders, which Continuing Guaranty Agreement was further
acknowledged and reaffirmed pursuant to that certain Acknowledgement and
Reaffirmation of Loan Documents dated April 14, 2006 (as at any time amended, restated,
modified or otherwise supplemented prior to the date hereof, the “Existing
Guaranty”), pursuant to which the Pledgors jointly and severally
unconditionally guaranteed to the Agent and the Existing Lenders the payment
and performance of all of the “Guaranteed Obligations” as defined
therein.


 


In connection with the
Existing Guaranty, Pledgors executed and delivered that certain Pledge
Agreement dated November 10, 2003 in favor of Agent and the Existing
Lenders, which Pledge Agreement was further acknowledged and reaffirmed
pursuant to that certain Acknowledgement Reaffirmation of Loan Documents dated April 14,
2006 (as at any time amended,
restated, modified or otherwise supplemented prior to the date hereof, the “Existing
Pledge Agreement”), pursuant to which Pledgors agreed to pledge to Agent
the Pledged Collateral (as defined in the Existing Pledge Agreement) to secure
the Guaranteed Obligations (as defined in the Existing Guaranty).


 


U.S.
Borrowers and ESSEX
GROUP CANADA INC., a Nova Scotia company (“Canadian Borrower”;
U.S. Borrowers and Canadian Borrower are sometimes collectively referred to
herein as “Borrowers” and individually as “Borrower”), have now
entered into a certain Second Amended and Restated Loan Agreement dated the
date hereof with Agent, Lenders and the other parties named therein


 

















 


(as
at any time amended, restated, modified or supplemented, the “Loan Agreement”),
which Loan Agreement amends and restates the Existing Loan Agreement.


 


In connection with the Loan
Agreement, Pledgors have executed and delivered that certain Amended and
Restated Continuing Guaranty Agreement dated the date hereof in favor of Agent
and the Lenders (as at any time
amended, restated, modified or otherwise supplemented, the “Guaranty”),
pursuant to which the Pledgors jointly and severally unconditionally guarantee
to the Agent and the Lenders the payment and performance of all of the “Guaranteed
Obligations” as defined therein.


 


It is a condition to the
Secured Parties’ willingness to make loans and other financial accommodations
to or for the benefit of Borrowers under the Loan Agreement that each of the
Pledgors agree to amend and restate the Existing Pledge Agreement in its
entirety as hereinafter set forth.


 


The parties hereto agree
that the Existing Pledge Agreement is hereby amended and restated in its
entirety by this Agreement, and each Pledgor agrees to pledge to the Agent, for
the benefit of the Secured Parties, the Pledged Collateral described herein,
and to ratify, renew and continue the prior pledge of such Pledged Collateral,
in order to ensure and secure the prompt payment and performance of the Obligations.


 


NOW, THEREFORE, for Ten
Dollars ($10.00) in hand paid to Pledgors and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and to secure the timely payment and performance of the Secured Obligations (as
hereinafter defined), each Pledgor agrees as follows:


 


1.             Definitions. 
Capitalized terms used herein, unless otherwise defined, shall have
the meaning ascribed to them in the Loan Agreement.  As used herein, the following terms shall
have the following meanings:


 


“Companies” shall mean Communications, ECM, EGI, EGM, EMH, GEM,
SEHC, and SEC GP, and each individually is referred to herein as a “Company”.


 


“ECM” shall mean Essex Comercial Mexico, S. de R.L. de C.V., a
Mexican company.


 


“EGM” shall mean Essex Group Mexico S.A. de CV., a
Mexican company.


 


“EMH” shall mean Essex Mexico Holdings, L.L.C., a Delaware
limited liability company.


 


“Essex International” shall mean Essex International Inc., a
Delaware corporation.


 


“GEM” shall mean Grupo Essex de Mexico, S. de R.L. de C.V., a
Mexican company.


 


“Pledged
Collateral” shall have the meaning ascribed to in Section 2 hereof.


 


“Power” shall have the meaning ascribed to it in Section 2
hereof.


 


“SEC GP” shall mean SE Communications GP Inc., a Delaware
corporation.


 


“SEHC”
shall mean Superior Essex Holding Corp., a Delaware corporation.


 


“Secured Obligations” shall mean all of the Obligations under
(and as defined in) the Loan Agreement, including, without limitation, all
U.S. Obligations and


 


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Canadian
Obligations, all liabilities and obligations of Pledgors as guarantors of the
U.S. Obligations and Canadian Obligations pursuant to Pledgors’ Guaranty, and
all obligations of each Pledgor now or hereafter existing under this Agreement.


 


2.             Pledge; Agent’s Duties.


 


(a)           Each Pledgor hereby pledges, assigns,
transfers, sets over and delivers to Agent, and hereby grants to Agent, for the
benefit of itself and Lenders, a security interest in all of the Equity
Interests of the Companies held by such Pledgor and more particularly described
on Annex A and all of such Pledgor’s options, if any, for the purchase
of any Equity Interests of the Companies, herewith delivered to Agent, and
where certificated, accompanied by powers (“Powers”) duly executed in
blank, with signatures properly guaranteed, and all proceeds thereof and all
dividends or distributions at any time payable in connection therewith (said
Equity Interests, Powers, options, proceeds, dividends and distributions
hereinafter collectively called the “Pledged Collateral”) as security
for the due and punctual payment and performance of the Secured
Obligations.  In addition to the
foregoing, each Pledgor hereby ratifies, reaffirms, renews and continues its
prior pledge and grant of a security interest in favor of Agent, for the
benefit of the Secured Parties, in all of the Pledged Collateral described in
the Existing Pledge Agreement.  Notwithstanding
anything to the contrary contained herein or in the other Loan Documents,
Pledgors shall not pledge more than 65% of the total voting Equity Interests in
any Foreign Subsidiary as Pledged Collateral.


 


(b)           Agent shall have no duty with respect
to any of the Pledged Collateral other than the duty to use reasonable care in the
safe custody of any tangible items of the Pledged Collateral in its
possession.  Without limiting the
generality of the foregoing, Agent shall be under no obligation to sell any of
the Pledged Collateral or otherwise to take any steps necessary to preserve the
value of any of the Pledged Collateral or to preserve rights in the Pledged
Collateral against any other Persons, but may do so at its option, and all
expenses incurred in connection therewith shall be for the sole account of
Pledgors.


 


3.             Voting Rights. 
During the term of this Agreement, and so long as no Event of Default
shall exist, each Pledgor shall have the right to vote all or any portion of
the Equity Interests owned by such Pledgor on all corporate questions for all
purposes not inconsistent with the terms of this Agreement or any of the other
Loan Documents.  To that end, if Agent
transfers all or any portion of the Pledged Collateral, into its name or the
name of its nominee, to the extent authorized to do so under this Agreement or
any of the other Loan Documents, Agent shall, upon the request of any Pledgor,
unless an Event of Default shall exist, execute and deliver or cause to be
executed and delivered to such Pledgor, proxies with respect to the Pledged
Collateral. Each Pledgor hereby grants to Agent, effective only upon the
occurrence and during the continuation of any Event of Default, an IRREVOCABLE PROXY pursuant to which Agent
shall be entitled to exercise all voting powers pertaining to the Pledged
Collateral, including to call and attend all meetings of the shareholders or
members of the Companies to be held from time to time with full power to act
and vote in the name, place and stead of such Pledgor (whether or not the
Equity Interests shall have been transferred into its name or the name of its
nominee or nominees), give all consents, waivers and ratifications in respect
of the Pledged Collateral and otherwise act with respect thereto as though it
were the outright owner thereof, and any and all proxies theretofore executed
by Agent shall terminate and thereafter be null and void and of no effect
whatsoever.


 


4.             Collection of Dividend Payments.  During the term of this Agreement, and so
long as there shall not exist any Event of Default, each Pledgor shall have the
right to receive and retain any and all dividends and other distributions
payable by any Company to such Pledgor on account of any of the Pledged
Collateral; provided, that, to the extent any Pledgor shall
receive any dividends or other distributions which are not expressly permitted
under or contemplated by the Loan Agreement, such Pledgor shall hold the same
in trust and promptly pay the same over to Agent for application to the Secured
Obligations.  Upon the occurrence and during
the continuation of any Event of Default, all


 


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dividends
and other distributions payable by any Company on account of any of the Pledged
Collateral shall be paid to Agent and any such sum received by such Pledgor
shall be deemed to be held by such Pledgor in trust for the benefit of Agent
and shall be forthwith turned over to Agent for application by Agent to the
Secured Obligations in such order of application as is specified in the Loan
Agreement.


 


5.             Representations
and Warranties of Each Pledgor.  Each Pledgor warrants and represents to Agent
as follows (which representations and warranties shall be deemed
continuing):  (a) such Pledgor is
the legal and beneficial owner of its respective portion of the Pledged
Collateral-indicated on Annex A; (b) all of the Equity Interests
have been duly and validly issued, are fully paid and nonassessable, and are
owned by such Pledgor free of any Liens except for Permitted Liens and Agent’s
security interest hereunder; (c) the Pledged Collateral constitutes (i) all
of the issued and outstanding Equity Interests of each of Communications, EGI,
EMH, Essex International, SEHC, and SEC GP, and (ii) 65% of the issued and
outstanding voting  Equity Interests of each of
ECM, EGM and GEM; (d) there are no contractual or charter restrictions
upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) such
Pledgor has the right to vote, pledge and grant a security interest in or
otherwise transfer the Pledged Collateral without the consent of any other
party and free of any Liens other than Permitted Liens and applicable
restrictions imposed by any Governmental Body and without any restriction under
the Organic Documents of such Pledgor or any Company or any agreement among
such Pledgor’s or any Company’s shareholders or members; (f) this
Agreement has been duly authorized, executed and delivered by such Pledgor and
constitutes a legal, valid and binding obligation of such Pledgor, enforceable
in accordance with its terms except to the extent that the enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights; (g) the
execution, delivery and performance by such Pledgor of this Agreement and the
exercise by Agent of its rights and remedies hereunder do not and will not
result in the violation of the articles of incorporation or organization or
by-laws or operating agreement of such Pledgor, any material agreement,
indenture, instrument or Applicable Law by which such Pledgor or any Company is
bound or to which such Pledgor or any Company is subject (except such Pledgor
makes no representation or warranty about Agent’s prospective compliance
with any federal or state laws or regulations governing the sale or exchange of
securities); (h) no consent, filing, approval, registration or recording
is required (x) for the pledge by Pledgor of the Pledged Collateral
pursuant to this Agreement or (y) to perfect the Lien created by this
Agreement; (i) none of the Pledged Collateral is held or maintained in the
form of a securities entitlement or credited to any securities account; (j) none
of the Pledged Collateral constituting membership interests in a limited
liability company is, nor has the relevant Company elected to designate any of
the Pledged Collateral as, a “security” under (and as defined in) Article 8
of the UCC; and (k) unless a Power is delivered in connection therewith,
none of the Pledged Collateral is evidenced by a certificate or other writing.


 


6.             Affirmative
Covenants of Pledgors. 
Until all of the Secured Obligations have been satisfied in full and the
Loan Agreement has been terminated, each Pledgor covenants that it will:  (a) warrant and defend at its own
expense Agent’s right, title, and security interest in and to the Pledged
Collateral against the claims of any Person; (b) promptly deliver to Agent
all material written notices with respect to the Pledged Collateral, and will
promptly give written notice to Agent of any other notices received by such
Pledgor with respect to the Pledged Collateral; and (c) deliver to Agent
promptly to hold under this Agreement any Equity Interests of the Companies
subsequently acquired by such Pledgor, whether acquired by such Pledgor by
virtue of the exercise of any options included within the Pledged Collateral or
otherwise (which Equity Interests shall be deemed to be a part of the Pledged
Collateral); (d) if any of the Pledged Collateral constituting membership
interests in a limited liability company is hereafter designated by the
relevant Company as a “security” under (and as defined in) Article 8 of
the


 


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UCC,
cause such Pledged Collateral to be certificated; and (e) if at any time
hereafter any of the Pledged Collateral which is not currently certificated
becomes certificated, deliver all certificates or other documents evidencing or
representing the Pledged Collateral to Agent, accompanied by Powers, all in
form and substance satisfactory to Agent and as required pursuant to this
Agreement.


 


7.             Negative Covenants of Pledgors.  Until all of the Secured Obligations have
been satisfied in full and the Loan Agreement has been terminated, each Pledgor
covenants that it will not, without the prior written consent of Agent, (a) sell,
convey or otherwise dispose of any of the Pledged Collateral or any interest
therein other than as permitted under the Loan Agreement; (b) incur or
permit to be incurred any Lien whatsoever upon or with respect to any of the
Pledged Collateral or the proceeds thereof, other than the security interest
created hereby and Permitted Liens, such term to be applicable
mutatis mutandis to any such Pledgor and its Pledged Collateral; (c) consent
to the issuance by any Company of any new Equity Interests unless otherwise
expressly permitted under the Loan Agreement; (d) consent to any merger or
other consolidation of any Company with or into any corporation or other entity
other than as permitted under the Loan Agreement; (e) cause any Pledged
Collateral to be held or maintained in the form of a security entitlement or
credited to any securities account; (f) designate, or cause any Company to
designate, any of the Pledged Collateral constituting membership interests in a
limited liability company as a “security” under Article 8 of the UCC; or (g) evidence,
or permit any Company to evidence, any of the Pledged Collateral which is not
currently certificated, with any certificates, instruments or other writings,
unless the relevant Company has complied with the provisions of Section 6(e) of
this Agreement.


 


8.             Irrevocable Authorization and Instruction to Companies. To the extent
that any portion of the Pledged Collateral may now or hereafter consist of
uncertificated securities within the meaning of Section 8 of the UCC, each
Pledgor irrevocably authorizes and instructs each Company to comply with any
instruction received by such Company from Agent with respect to such Pledged
Collateral without any other or further instructions from or consent of any
Pledgor, and each Pledgor agrees that each Company shall be fully protected in
so complying; provided, however, that Agent agrees that Agent
will not issue or deliver any instructions to any Company except upon the
occurrence and during the continuance of an Event of Default.


 


9.             Subsequent Changes Affecting Pledged Collateral.  Each Pledgor represents to Agent that each
Pledgor has made its own arrangements for keeping informed of changes or
potential changes affecting the Pledged Collateral (including rights to
convert, rights to subscribe, payment of dividends, reorganization or other
exchanges, tender offers and voting rights), and each Pledgor agrees that Agent
shall have no responsibility or liability for informing such Pledgor of any
such changes or potential changes or for taking any action or omitting to take
any action with respect thereto.


 


10.          Equity Interest Adjustments.  If during the term of this Agreement any
dividend, reclassification, readjustment or other change is declared or made in
the capital structure of the Companies, or any option included within the
Pledged Collateral is exercised, or both, all new, substituted and additional
Equity Interests, or other securities, issued by reason of any such change or
exercise shall, if received by any Pledgor, be held in trust for Agent’s
benefit and shall be promptly delivered to and held by Agent under the terms of
this Agreement in the same manner as the Pledged Collateral originally pledged
hereunder.


 


11.          Warrants, Options and Rights.  If during the term of this Agreement
subscription warrants or any other rights or options shall be issued to a
Pledgor or exercised in connection with the


 


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Pledged
Collateral, then such warrants, rights and options shall be immediately
assigned by such Pledgor to Agent and all certificates evidencing new Equity
Interests or other securities so acquired by such Pledgor shall be immediately
delivered to and held by Agent to be held under the terms of this Agreement in
the same manner as the Pledged Collateral originally pledged hereunder.


 


12.          Registration.  If Agent determines that it is required to
register under or otherwise comply in any way with the Securities Act of 1933,
as amended (the “Securities Act”) or any similar federal or state law,
with respect to the securities included in the Pledged Collateral
prior to sale thereof by Agent, then upon the occurrence and during the
continuation of an Event of Default, any Pledgors will cooperate with Agent to
register any Pledged Collateral under the Securities Act at the sole cost and
expense of Pledgors.


 


13.          Consent.  Each Pledgor hereby consents that, before or
after the occurrence or existence of any Default or Event of Default, with or
without notice to or assent from such Pledgor, if any security at any time held
by or available to Agent for any of the Secured Obligations is exchanged,
surrendered, or released, or if  any
of the Secured Obligations is changed, altered, renewed, extended, continued,
surrendered, compromised, waived or released, in whole or in part, as Agent may
see fit and in each case of such exchange, surrender or release subject to the
terms and conditions of the applicable Security Documents, each Pledgor shall
nonetheless remain bound under this Agreement and under the other Loan
Documents notwithstanding any such exchange, surrender, release, alteration,
renewal, extension, continuance, compromise, waiver or inaction, extension of
further credit or other dealing.


 


14.          Remedies
Upon Default.  Upon the
occurrence and during the continuation of any Event of Default, (i) Agent
shall have, in addition to any other rights given by law or the rights given
hereunder or under each of the other Loan Documents, all of the rights and
remedies with respect to the Pledged Collateral of a secured party under the
UCC and (ii) Agent may cause all or any part of the Equity
Interests held by it to be transferred into its name or the name of its nominee
or nominees.  In addition, upon the
occurrence and during the continuation of an Event of Default, Agent may sell
or cause the Pledged Collateral, or any part thereof, which shall then be or
shall thereafter come into Agent’s possession or custody, to be sold at any
broker’s board or at public or private sale, in one or more sales or lots, at
such price as Agent may deem best, and for cash or on credit or for future
delivery, and the purchaser of any or all of the Pledged Collateral so sold
shall thereafter hold the same absolutely, free from any claim, encumbrance or
right of any kind whatsoever of any Pledgor or arising through any
Pledgor.  If any of the Pledged
Collateral is sold by Agent upon credit or for future delivery, Agent shall not
be liable for the failure of the purchaser to pay the same and in such event
Agent may resell such Pledged Collateral. 
Unless the Pledged Collateral threatens to decline speedily in value or
is or becomes of a type sold on a recognized market, Agent will give Pledgors
reasonable written notice of the time and place of any public sale thereof, or
of the time after which any private sale or other intended disposition is to be
made.  Any sale of the Pledged Collateral
conducted in conformity with reasonable commercial practices of banks,
insurance companies or other financial institutions disposing of property
similar to the Pledged Collateral shall be deemed to be commercially
reasonable.  Any requirements of
reasonable notice shall be met if such notice is mailed to Pledgors, as
provided in Section 22 below, at least ten (10) days before the time
of the sale or disposition.  Any other
requirement of notice, demand or advertisement for sale is, to the extent
permitted by Applicable Law, waived. 
Agent may, in its own name, or in the name of a designee or nominee, buy
at any public sale of the Pledged Collateral and, if permitted by Applicable
Law, buy at any private sale thereof. 
Pledgors will pay to Agent on demand all expenses (including court costs
and reasonable attorneys’ fees and expenses) of, or incident to, the
enforcement of any of the provisions hereof and all other charges due against
the Pledged Collateral, including taxes,


 


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assessments
or Liens upon the Pledged Collateral and any expenses, including transfer or
other taxes, arising in connection with any sale, transfer or other disposition
of Pledged Collateral.  In connection
with any sale of Pledged Collateral by Agent, Agent shall have the right to
execute any document or form, in its name or in the name of Pledgors, which may
be necessary or desirable in connection with such sale, including Form 144
promulgated by the Securities and Exchange Commission.  In view of the fact that federal and state
securities laws may impose certain restrictions on the method by which a sale
of the Pledged Collateral may be effected Pledgors agrees that Agent may, upon
the occurrence and during the continuation of an Event of Default, attempt to
sell all or any part of the Pledged Collateral by means of a private placement
restricting the bidders and prospective purchasers to those who will represent
and agree that they are accredited investors (as defined in Regulation D
promulgated under the Securities Act) purchasing for investment only and not
for distribution.  Each Pledgor agrees
that any such private sales may be at prices and other terms less favorable to
the seller than if sold at public sales and that such private sales shall not
by reason thereof be deemed not to have been made in a commercially reasonable
manner.  Agent shall be under no
obligation to delay a sale of any of the Pledged Collateral for the period of
time necessary to permit the issuer of such securities to register such
securities for public sale under the Securities Act even if the issuer would
agree to do so.  Agent shall apply the
cash proceeds actually received from any sale or other disposition to the
reasonable expenses of retaking, holding, preparing for sale, selling and the
like, to reasonable attorneys’ fees, and all legal expenses, travel and other
expenses which may be incurred by Agent in attempting to collect the Secured
Obligations or to enforce this Agreement or in the prosecution or defense of
any action or proceeding related to the subject matter of this Agreement; and
then to the Secured Obligations in the manner authorized by the Loan Agreement.


 


15.          Redemption;
Marshaling.  Each
Pledgor hereby waives and releases to the fullest extent permitted by
Applicable Law any right of equity of redemption with respect to the Pledged
Collateral before or after a sale conducted pursuant to Section 14
hereof.  Each Pledgor agrees that Agent
shall not be required to marshal any present or future security (including this
Agreement and the Pledged Collateral pledged hereunder) for, or guaranties of,
the Secured Obligations or any of them, or to resort to such security or
guaranties in any particular order; and all of Agent’s rights hereunder and in
respect of such security and guaranties shall be cumulative and in addition to
all other rights, however existing or arising.  To the fullest extent that it lawfully may,
each Pledgor hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay in or impede the enforcement
of Agent’s rights under this Agreement or under any other instrument evidencing
any of the Secured Obligations or under which any of the Secured Obligations is
outstanding or by which any of the Secured Obligations is secured or
guaranteed, and to the fullest extent that it lawfully may, each Pledgor hereby
irrevocably waives the benefits of all such laws.


 


16.          Term.  This Agreement shall become effective only
when accepted by Agent and, when so accepted, shall constitute a continuing
agreement and shall remain in full force and effect until the Loan Agreement is
terminated and all of the Secured Obligations have been fully and finally paid,
satisfied and discharged, at which time this Agreement shall terminate and
Agent shall deliver to Pledgors, at Pledgors’ expense, (i) such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
this Agreement and (ii) such termination statements and other release
documents as may be requested by Pledgors to evidence the termination of Agent’s
security interest in the Pledged Collateral. Notwithstanding the foregoing, in
no event shall any termination of this Agreement terminate any indemnity set
forth in this Agreement or any of the other Loan Documents, all of which
indemnities shall survive any termination of this Agreement or any of other
Loan Documents in accordance with their respective terms.


 


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17.          Rules and
Construction.  The
singular shall include the plural and vice versa, and any gender shall include
any other gender as the text shall indicate. 
All references to “including” shall mean “including, without
limitation”.  Whenever in this Agreement
the words “equity interest” or “equity interests”  or other similar words or phrases are used in
connection with a Person referring to equity ownership interests in such
Person, such word or phrase shall also be deemed to include a reference to
membership interests, each reference to a “corporation” shall also be
deemed to include a reference to a limited liability company, each reference to
“shareholders” of a Person shall also be deemed to include a reference
to members and each reference to “certificate of incorporation” or “articles
of incorporation” or “bylaws” shall also be deemed to include a
reference to “certificate of formation” and “operating agreement” or other
constituent documents of a limited liability company, and “certificate of
limited partnership” and “limited partnership agreement” or other constituent
documents of a limited partnership.


 


18.          Successors
and Assigns.  This
Agreement shall be binding upon each Pledgor and its successors and assigns,
and shall inure to the benefit of Agent and its successors and permitted
assigns.


 


19.          Construction
and Applicable Law. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under Applicable Law, but, if any
provision of this Agreement shall be held to be prohibited or invalid under any
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. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia.


 


20.          Cooperation
and Further Assurances.  Each Pledgor agrees that it will cooperate
with Agent and will, upon Agent’s request, execute and deliver, or cause to be
executed and delivered, all such other powers, instruments, financing
statements, certificates, legal opinions and other documents, and will take all
such other action as Agent may reasonably request from time to time, in order
to carry out the provisions and purposes hereof, including delivering to Agent,
if requested by Agent, irrevocable proxies with respect to the Equity Interests
in form satisfactory to Agent (subject to such Pledgor’s voting rights under Section 3
hereof). Until receipt thereof, this Agreement shall constitute each
Pledgor’s proxy to Agent or its nominee to vote all shares of the Equity
Interests then registered in such Pledgor’s name (subject to such Pledgor’s
voting rights under Section 3 hereof).


 


21.          Agent’s
Exoneration.  Under no
circumstances shall Agent be deemed to assume any responsibility for or
obligation or duty with respect to any part or all of the Pledged Collateral of
any nature or kind, other than the physical custody thereof, or any matter or
proceedings arising out of or relating thereto. 
Agent shall not be required to take any action of any kind to collect,
preserve or protect its or any Pledgor’s rights in the Pledged Collateral or
against other parties thereto.  Agent’s
prior recourse to any part or all of the Pledged Collateral shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of the Secured Obligations.


 


22.          Notices.  All notices, requests and demand to or upon
either party hereto shall be given in the manner and become effective as
stipulated in the Loan Agreement.


 


23.          Pledgors’
Obligations Not Affected.  The obligations of Pledgors hereunder shall remain
in full force and effect without regard to, and shall not be impaired by (a) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any Pledgor; (b) any exercise or nonexercise,
or any waiver, by Agent of any right, remedy, power or privilege under or in
respect of any of the Secured Obligations or any security thereof (including
this


 


8

















 


Agreement);
(c) any amendment to or modification of the Loan Agreement, the other Loan
Documents or any of the Secured Obligations; (d) any amendment to or
modification of any instrument (other than this Agreement) securing any of the
Secured Obligations; or (e) the taking of additional security for, or any
guaranty of, any of the Secured Obligations or the release or discharge or
termination of any security or guaranty for any of the Secured Obligations,
whether or not such Pledgor shall have notice or knowledge of any of the
foregoing.


 


24.          No
Waiver, Etc.  No act, failure or delay by Agent shall
constitute a waiver of any of its rights and remedies hereunder or
otherwise.  No single or partial waiver
by Agent of any Default or Event of Default or right or remedy which Agent may
have shall operate as a waiver of any other Default, Event of Default, right or
remedy or of the same Default, Event of Default, right or remedy on a future
occasion.  Each Pledgor hereby waives
presentment, notice of dishonor and protest of all instruments included in or
evidencing any of the Secured Obligations or the Pledged Collateral, and any
and all other notices and demands whatsoever (except as expressly provided
herein).


 


25.          Section Headings.  The section headings herein are for
convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions hereof.


 


26.          Agent
Appointed Attorney-In-Fact.  Each Pledgor hereby constitutes and appoints
Agent, with full power of substitution, such Pledgor’s attorney-in-fact for the
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instrument which Agent may reasonably deem necessary or
advisable to accomplish the purposes hereof, which appointment is coupled with
an interest and is irrevocable; provided, that, Agent may only
utilize such power of attorney if an Event of Default exists.  Without limiting the generality of the
foregoing, Agent shall have the power to arrange for the transfer, upon
the occurrence and during the continuation of an Event of Default, of any of
the Pledged Collateral on the books of any or all of Companies to the name of
Agent or Agent’s nominee.  Each Pledgor
agrees to indemnify and save Agent harmless from and against any liability or
damage which Agent may suffer or incur, in the exercise or performance of any
of Agent’s powers and duties specifically set forth herein, except for any
liability or damage resulting from Agent’s actual gross negligence or willful
misconduct.


 


27.          Use of
Loan Proceeds.  Each Pledgor hereby represents and warrants
to Agent that none of the loan proceeds heretofore and hereafter received by
Borrowers under the Loan Agreement are for the purpose of purchasing any “margin
security” in violation of Section 9.1.24 of the Loan Agreement.


 


28.          Waiver
of Subrogation and Other Claims.  Each Pledgor recognizes that Agent, in
exercising its rights and remedies with respect to the Pledged Collateral, may
likely be unable to find one or more purchasers thereof if, after the sale of
the Pledged Collateral, a Company were, because of any claim based on
subrogation or any other theory, liable to any Pledgor on account of the sale
by Agent of the Pledged Collateral in full or partial satisfaction of the
Secured Obligations or liable to any Pledgor on account of any indebtedness owing
to any Pledgor that is subordinated to any or all of the Secured
Obligations.  Each Pledgor hereby agrees,
therefore, that if, in accordance with Applicable Law, Agent sells any of the
Pledged Collateral in full or partial satisfaction of the Secured Obligations,
such Pledgor shall in such case have no right or claim against any Company on
account of any such subordinated indebtedness on the theory that such Pledgor
has become subrogated to any claim or right of Agent against such Company or on
any basis whatsoever, and each Pledgor hereby expressly waives and relinquishes
all such rights and claims against Companies.


 


9

















 


29.          Amendment and
Restatement.


 


(a)           This Agreement amends and
restates the Existing Pledge Agreement. 
All rights, benefits, indebtedness, interests, liabilities and
obligations of the parties to the Existing Pledge Agreement and the agreements,
documents and instruments executed and delivered in connection with the
Existing Pledge Agreement (collectively, the “Existing Pledge Documents”) are hereby renewed,
amended, restated and superseded in their entirety according to the terms and
provisions set forth in this Agreement and the other Loan Documents.  This Agreement does not constitute, nor shall
it result in, a waiver of, or release, discharge or forgiveness of, any amount
payable pursuant to the Existing Pledge Agreement or any indebtedness,
liabilities or obligations of any Pledgor thereunder, all of which are renewed
and continued and are hereafter payable and to be performed in accordance with
this Agreement and the other Loan Documents. 
Neither this Agreement nor any of the other Loan Documents extinguishes
the indebtedness or liabilities outstanding in connection with the Existing Pledge
Documents, nor do they constitute a novation with respect thereto.


 


(b)           All security
interests, pledges, assignments, and other Liens previously granted by each
Pledgor pursuant to the Existing Pledge Documents are hereby renewed and
continued, and all such security interests, pledges, assignments and other
Liens shall remain in full force and effect as security for the Secured
Obligations.


 


30.          WAIVERS.  EACH PLEDGOR HEREBY WAIVES:  NOTICE OF LENDER’S ACCEPTANCE OF THIS
AGREEMENT; NOTICE OF EXTENSIONS OF CREDIT, LOANS, ADVANCES OR OTHER FINANCIAL
ASSISTANCE BY AGENT AND LENDERS TO BORROWERS; TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND LENDERS ALSO WAIVE) IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT OR ANY OF
THE PLEDGED COLLATERAL; PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE
SECURED OBLIGATIONS; PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO
ANY OF THE SECURED OBLIGATIONS; AND ALL OTHER NOTICES TO WHICH SUCH PLEDGOR MIGHT
OTHERWISE BE ENTITLED EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED.


 


[Remainder of page intentionally left blank; signatures begin on
following page.]


 


10

















 


IN
WITNESS WHEREOF, each Pledgor has signed, sealed and delivered this Agreement
on the day and year first above written.


 


	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX HOLDING CORP.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SE COMMUNICATIONS GP INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX INTERNATIONAL INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Signatures continue on
  following page.]

  



 


Amended and Restated Pledge Agreement -
Guarantors


 

















 


	
   

  	
  ESSEX CANADA INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX GROUP MEXICO INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX GROUP, INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX MEXICO HOLDINGS, L.L.C.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Signatures continue on
  following page.]

  



 


Amended and Restated Pledge Agreement -
Guarantors


 

















 


	
   

  	
  ESSEX GROUP MEXICO INC.

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted
  in Atlanta, Georgia:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Amended and Restated Pledge Agreement -
Guarantors


 

















 


ANNEX A


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage of

  
	
   

  	
   

  	
   

  	
   

  	
  Type and Class of

  	
   

  	
  Number of Pledged

  	
   

  	
  Outstanding Equity

  
	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Equity Interests

  	
   

  	
  Equity Interests

  	
   

  	
  Interests

  
	
  Superior Essex, Inc.

  	
   

  	
  Superior Essex Holding Corp.

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Superior Essex Holding Corp.

  	
   

  	
  Essex International Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Superior Essex Holding Corp.

  	
   

  	
  SE Communications GP Inc.

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Superior Essex Holding Corp.

  	
   

  	
  Superior Essex Communications LP

  	
   

  	
  Limited Partnership
  Interests

  	
   

  	
  N/A

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SE Communications GP Inc.

  	
   

  	
  Superior Essex Communications LP

  	
   

  	
  General Partnership
  Interests

  	
   

  	
  N/A

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Essex International Inc.

  	
   

  	
  Essex Group, Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Essex Group Mexico, Inc.

  	
   

  	
  Essex Group Mexico S.A. de CV.

  	
   

  	
  Common

  	
   

  	
  3,250

  	
   

  	
  65%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Essex Group Mexico, Inc.

  	
   

  	
  Essex Mexico Holdings, L.L.C.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Essex Group Mexico, Inc.

  	
   

  	
  Grupo Essex de Mexico, S. de. R.L. de C.V.

  	
   

  	
  Common

  	
   

  	
  1,950

  	
   

  	
  65%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Essex Group Mexico, Inc.

  	
   

  	
  Essex Comercial Mexico

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  65%

  



 


Amended and Restated Pledge Agreement -
Guarantors