Exhibit 10.22


 


AMENDED AND
RESTATED CONTINUING GUARANTY AGREEMENT


 


THIS AMENDED AND RESTATED
CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made on August 5,
2008, by SUPERIOR ESSEX INC., a Delaware
corporation (“SEI”); SUPERIOR ESSEX HOLDING
CORP., a Delaware corporation (“Parent”); 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,
Parent, SEC GP, Essex International, Essex Canada, Essex Mexico, and EMH are
collectively referred to herein as “Guarantors” and individually as “Guarantor”),
in favor of each of the financial institutions (collectively, “Lenders”)
now or hereafter parties to the Loan Agreement (as defined below) 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 Lenders and the other Credit Parties (as defined in the Loan
Agreement) (Agent and each other Credit Party are collectively referred to
herein as “Guaranteed Parties” and individually as “Guaranteed Party”).


 


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,  among SUPERIOR ESSEX COMMUNICATIONS LP, a Delaware limited partnership (“Superior Essex”), ESSEX GROUP, INC., a Michigan corporation (“Essex”;
Superior Essex and Essex 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 Guarantors 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
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 Guarantors 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.


 


Guaranteed Parties, U.S.
Borrowers and ESSEX GROUP CANADA INC., a Nova Scotia
company (“Canadian Borrower”; U.S. Borrowers and Canadian Borrower are
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, 2006 (as at any time amended, restated, modified or
supplemented, the “Loan Agreement”), which Loan Agreement amends and
restates the Existing Loan Agreement.


 


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


 


Each of the Guarantors has
determined that it is and will be the best interest and to the direct advantage
of such Guarantor to assist the Borrowers in borrowing money and obtaining
extensions of


 

















 


credit
from the Agent and the Lenders under the Loan Agreement in order to further the
business of such Guarantor, and each Guarantor agrees that the Existing
Guaranty is hereby amended and restated in its entirety by this Guaranty, and
each Guarantor agrees to unconditionally guarantee to the Guaranteed Parties
all of the Guaranteed Obligations (as defined herein), and to ratify, renew and
continue the prior “Guaranteed Obligations” as defined in the Existing
Guaranty, all on the terms set forth herein.


 


Agreement:


 


NOW,
THEREFORE, for Ten Dollars ($10) in hand paid and in consideration of the
premises and the mutual covenants and agreements set forth herein, the parties
hereto hereby agrees to amend and restate the Existing Guarantee as follows:


 


1.             Definitions; Rules of
Construction.  Capitalized terms used herein, unless otherwise defined, shall have the
meanings ascribed to them in the Loan Agreement.  As used herein, the words “herein,” “hereof,”
“hereunder,” and “hereon” shall have reference to this Guaranty
taken as a whole and not to any particular provision hereof; and the word “including”
shall mean “including, without limitation.”


 


2.             Guaranty. 
(a)  Each
Guarantor hereby unconditionally and absolutely guarantees to each Guaranteed
Party the due and punctual payment, performance and discharge (whether upon
stated maturity, demand, acceleration or otherwise in accordance with the terms
thereof) of all of the Obligations, including, without limitation, the U.S.
Obligations and the Canadian Obligations, whether direct or indirect, absolute
or contingent, secured or unsecured, due or to become due, joint or several,
primary or secondary, liquidated or unliquidated, now existing or hereafter
incurred, created or arising, and howsoever evidenced, whether created directly
to or acquired by assignment or otherwise by any Guaranteed Party, and whether
Borrowers may be liable individually or jointly with others, and regardless of
whether recovery upon any of such Obligations becomes barred by any statute of
limitations, is void or voidable under any law relating to fraudulent
obligations or otherwise or is or becomes invalid or unenforceable for any
other reason (all of such Obligations being jointly referred to herein as the “Guaranteed
Obligations”).  Without limiting the
generality of the foregoing, the term “Guaranteed Obligations” as used
herein shall include all debts, liabilities and obligations incurred by a
Borrower to any of Guaranteed Parties in any bankruptcy case or Insolvency
Proceeding of such Borrower and any interest, fees or other charges accrued in
any such bankruptcy, whether or not any such interest, fees or other charges
are recoverable from such Borrower or its estate under 11 U.S.C. § 506 or other
Applicable Law.


 


(b)           No Guaranteed Party shall be under any obligation to marshal any assets
in favor of any Guarantor or in payment of any of the Guaranteed
Obligations.  If and to the extent any
Guaranteed Party receives any payment on account of any of the Guaranteed
Obligations (whether from Borrowers, any Guarantor or a third party obligor or
from the sale or other disposition of any Collateral) and such payment or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other Person under any state, federal or foreign bankruptcy or other insolvency
law, common law or equitable cause, then the part of the Guaranteed Obligations
intended to be satisfied shall be revived and continued in full force and
effect as if said payment had not been made. 
The foregoing provisions of this paragraph shall survive Full Payment of
the Obligations and the termination of this Guaranty.


 


(c)            Agent, for and on behalf of the Guaranteed
Parties, shall have the right to seek recourse against Guarantors to the full
extent provided for herein and against Borrowers to the full extent provided
for in any of the Loan Documents.  No
election to proceed in one form of action or proceeding, or against any Person,
or on any obligation, shall constitute a waiver of any Guaranteed Party’s right
to proceed in any other form of action or proceeding or against any other
Person unless such Guaranteed


 


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Party
has expressly waived such right in writing. 
Specifically, but without limiting the generality of the foregoing, no
action or proceeding by Guaranteed Parties against Borrowers under the Loan
Documents or any other instrument or agreement evidencing or securing
Guaranteed Obligations shall serve to diminish the liability of Guarantors for
the balance of the Guaranteed Obligations.


 


3.             Nature of Guaranty. 
This Guaranty is a
primary, immediate and original obligation of each Guarantor; is an absolute,
unconditional, continuing and irrevocable guaranty of payment of the Guaranteed
Obligations and not of collectibility only; is not contingent upon the exercise
or enforcement by Guaranteed Parties of whatever rights or remedies Guaranteed
Parties may have against Borrowers or others, or the enforcement of any Lien or
realization upon any Collateral or other security that any of Guaranteed
Parties may at any time possess; and shall remain in full force and effect
without regard to future changes in conditions, including change of law or any
invalidity or unenforceability of any Guaranteed Obligations or agreements
evidencing same.  This Guaranty shall be
in addition to any other present or future guaranty or other security for any
of the Guaranteed Obligations, shall not be prejudiced or unenforceable by the
invalidity of any such other guaranty or security, and is not conditioned upon
or subject to the execution by any other Person of this Guaranty or any other
guaranty or suretyship agreement.  This
Guaranty is secured by security interests and other Liens granted by each
Guarantor to Agent pursuant to the Security Documents executed by such
Guarantor.


 


4.             Payment and Enforcement of
Guaranteed Obligations.  (a)  If any Guarantor should dissolve or become insolvent (within the
meaning of the UCC), or if a petition for an order for relief with respect to
any Guarantor should be filed by or against any Guarantor under any chapter of
the Bankruptcy Code, or if a receiver, trustee, conservator or other custodian
should be appointed for any Guarantor or any of any Guarantor’s property, or if
an Event of Default shall occur and be continuing, then, in any such event
and whether or not any of the Guaranteed Obligations are then due and
payable or the maturity thereof has been accelerated or demand for payment
thereof has been made, Agent, on behalf of Guaranteed Parties, may, without
notice to any Guarantor, make the Guaranteed Obligations immediately due and
payable hereunder as to each Guarantor, and Agent, on behalf of Guaranteed
Parties, shall be entitled to enforce the obligations of each Guarantor
hereunder as if the Guaranteed Obligations were then due and payable in
full.  If any of the Guaranteed Obligations
are collected by or through an attorney at law, Guarantors agree to jointly and
severally pay to Guaranteed Parties reasonable attorneys’ fees and court
costs.  Guarantors shall be jointly and
severally obligated to make payments under this Guaranty with respect to U.S.
Obligations in Dollars, and with respect to Canadian Obligations in Canadian
Dollars, or, in the case of Canadian Obligations, in an amount that is the
Dollar Equivalent of such Canadian Obligations. 
Guarantors shall be obligated to make multiple payments under this Guaranty
to the extent necessary to cause Full Payment of the Guaranteed Obligations.


 


(b)           Any and all payments by any Guarantor hereunder shall be made free and
clear of and without deduction for any setoff, counterclaim, or withholding so
that, in each case, Guaranteed Parties shall receive, after giving effect to
any taxes (excluding taxes imposed on the overall net income of Guaranteed
Parties to the extent excluded pursuant to the Loan Agreement), the full amount
that they would otherwise be entitled to receive with respect to the Guaranteed
Obligations (but without duplication of amounts for taxes already included in
the Guaranteed Obligations).  If for any
reason any Borrower has no legal existence or is under no legal obligation to
discharge any of the Guaranteed Obligations, or if any of the Guaranteed
Obligations become unrecoverable from any Borrower by reason of such Borrower’s
insolvency, bankruptcy or reorganization or by other operation of law or for
any other reason, this Guaranty shall nevertheless be binding on each Guarantor
to the same extent as if such Guarantor had at all times been the principal
obligor on all such Guaranteed Obligations. 
If acceleration of the time for payment of any of the Guaranteed
Obligations is stayed upon the insolvency, bankruptcy, dissolution or
reorganization of debt or for any other reason, all such amounts otherwise
subject to acceleration under the terms of any Loan Documents or other
instrument or agreement evidencing or securing the payment of the Guaranteed Obligations
shall nevertheless be immediately due and payable by Guarantors.


 


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(c)            The books and records of Agent showing the
amounts owed to Guaranteed Parties by Borrowers shall be admissible in evidence
in any action or proceeding against or involving any Guarantor as prima facie proof of the items therein set
forth, and the monthly statements of Agent rendered to Borrowers, to the extent
no written objection thereto is made within 30 days from the date of sending
thereof to Borrowers, shall be deemed conclusively correct and shall constitute
an account stated between Guaranteed Parties and Borrowers and shall be binding
on Guarantors.


 


(d)           Each Guarantor acknowledges that Agent is
authorized and empowered to enforce this Guaranty for the benefit of all of the
Guaranteed Parties and to collect from Guarantors the amount of the Guaranteed
Obligations from time to time, in Agent’s own name and without the necessity of
joining any other Guaranteed Party in any action, suit or other proceeding to
enforce this Guaranty.


 


5.             Specific Waivers of Each
Guarantor.  (a)  To the fullest extent permitted by Applicable Law, each
Guarantor does hereby waive notice of each Guaranteed Party’s acceptance hereof
and reliance hereon; notice of the extension of credit from time to time by
Guaranteed Parties to any Borrower and the creation, existence or acquisition
of any Guaranteed Obligations; notice of the amount of Guaranteed Obligations
of Borrowers to Guaranteed Parties from time to time (subject, however, to such
Guarantor’s right to make inquiry of Agent to ascertain the amount of
Guaranteed Obligations at any reasonable time); notice of any adverse change in
any Borrower’s financial condition or of any other fact which might increase
such Guarantor’s risk; notice of presentment for payment, demand, protest and
notice thereof as to any instrument; notice of default or acceleration; all
other notices and demands to which such Guarantor might otherwise be entitled
(except those notices or demands Agent has expressly agreed to provide in the
Loan Agreement); any right such Guarantor may have, by statute or otherwise, to
require Agent or the other Guaranteed Parties to institute suit against any
Borrower after notice or demand from such Guarantor or to seek recourse first
against Borrowers or otherwise, or to realize upon any security for the
Guaranteed Obligations, as a condition to enforcing such Guarantor’s liability
and obligations hereunder; any defense that any Borrower may at any time have
or assert based upon the statute of limitations, the statue of frauds, failure
of consideration, fraud, bankruptcy, insolvency, receivership, lack of legal
capacity, usury, or accord and satisfaction; any defense that other indemnity,
guaranty, or security was to be obtained; any defense or claim that any Person
purporting to bind any Borrower to the payment of any of the Guaranteed
Obligations did not have actual or apparent authority to do so; any right to
contest the commercial reasonableness of the disposition of any Collateral; any
defense or claim that any other act or failure to act by any Guaranteed Party
had the effect of increasing such Guarantor’s risk of payment; and any other
legal or equitable defense to payment hereunder.  Without limiting the generality of the
foregoing, each Guarantor waives all rights to require Agent or the other
Guaranteed Parties to proceed against Borrowers.


 


(b)           To the fullest extent permitted by Applicable
Law, each Guarantor also hereby waives
and renounces (for itself and its successors) any and all rights or
defenses arising by reason of any “one action” or “anti-deficiency” law which
would otherwise prevent Agent or the other Guaranteed Parties from bringing any
action, including any claim for a deficiency, or exercising any other right or
remedy (including any right of setoff) against such Guarantor before or after
any Guaranteed Party’s commencement or completion of any foreclosure action,
whether by judicial action, by exercise of power of sale or otherwise, or any
other law which in any other manner would otherwise require any election of
remedies by Agent or any other Guaranteed Party; and any right that such
Guarantor may have to claim or recover in any litigation arising out of this
Guaranty or any of the other Loan Documents, any special, exemplary, punitive
or consequential damages or any damages other than, or in addition to, actual
damages.


 


6.             Guarantors’ Consents and
Acknowledgments.  (a)  Each Guarantor consents and agrees that, without notice to or
by such Guarantor and without reducing, releasing, diminishing, impairing or
otherwise affecting the liability or obligations of such Guarantor hereunder,
Agent, on behalf


 


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of the Guaranteed Parties, may (with or without consideration)
compromise or settle any of the Guaranteed Obligations; accelerate the time for
payment of any of the Guaranteed Obligations following the occurrence and
during the continuation of an Event of Default; extend the period of duration
or the time for the payment, discharge or performance of any of the Guaranteed
Obligations; increase the amount of the Guaranteed Obligations; refuse to
enforce, or release all or any Persons liable for the payment of, any of the
Guaranteed Obligations; increase, decrease or otherwise alter the rate of
interest payable with respect to the principal amount of any of the Guaranteed
Obligations or grant other indulgences to Borrowers in respect thereof; amend,
modify, terminate, release, or waive any Loan Documents or any other documents
or agreements evidencing, securing or otherwise relating to the Guaranteed
Obligations (other than this Guaranty); release, surrender, exchange, modify or
impair, or consent to the sale, transfer or other disposition of, any
Collateral or other property at any time securing (directly or indirectly) any
of the Guaranteed Obligations or on which Guaranteed Parties may at any time
have a Lien; fail or refuse to perfect (or to continue the perfection of) any
Lien granted or conveyed to any Guaranteed Party with respect to any
Collateral, or to preserve rights to any Collateral, or, except to the extent
otherwise provided in the Loan Documents, to exercise care with respect to any
Collateral in any Guaranteed Party’s possession; extend the time of payment of
any Collateral consisting of accounts, notes, chattel paper, payment
intangibles or other rights to the payment of money; refuse to enforce or
forbear from enforcing its rights or remedies with respect to any Collateral or
any Person liable for any of the Guaranteed Obligations or make any compromise
or settlement or agreement therefor in respect of any Collateral or with any
party to the Guaranteed Obligations; release or substitute any one or more of
the endorsers or guarantors of the Guaranteed Obligations, whether parties to
this Guaranty or not; subordinate payment of any of the Guaranteed Obligations
to the payment of any other liability of any Borrower; or apply any payments or
proceeds of Collateral received to the liabilities of any Borrower to any
Guaranteed Party regardless of whether such liabilities consist of Guaranteed
Obligations and regardless of the manner order or of any such application.


 


(b)           Each Guarantor is fully aware of the financial condition of each
Borrower.  Each Guarantor delivers this
Guaranty based solely upon such Guarantor’s own independent investigation and
in no part upon any representation or statement of any Guaranteed Party with
respect thereto.  Each Guarantor is in a
position to and hereby assumes full responsibility for obtaining any additional
information concerning each Borrower’s financial condition as such Guarantor
may deem material to such Guarantor’s obligations hereunder, and such Guarantor
is not relying upon, nor expecting any Guaranteed Party to furnish such
Guarantor with, any information in any Guaranteed Party’s possession concerning
any Borrower’s financial condition.  If
Agent, in its sole discretion, undertakes at any time or from time to time to
provide any information to any Guarantor regarding Borrowers, any of the
Collateral or any transaction or occurrence in respect of any of the Loan
Documents, neither Agent nor any of the other Guaranteed Parties shall be under
any obligation to update any such information or to provide any such
information to such Guarantor on any subsequent occasion.  Each  Guarantor
hereby knowingly accepts the full range of risks encompassed within a contract
of “Guaranty,” which risks include, without limitation, the possibility that
Borrowers will contract additional indebtedness for which such Guarantor may be
liable hereunder after Borrowers’ financial condition or ability to pay their
lawful debts when they fall due has deteriorated.


 


7.             Continuing Nature of Guaranty. 
(a)  This Guaranty
shall continue in full force and effect until Full Payment of the Guaranteed
Obligations.  Each Guarantor acknowledges
that there may be future advances by Guaranteed Parties to Borrowers (although
Guaranteed Parties may be under no obligation to make such advances) and that
the number and amount of the Guaranteed Obligations may be unlimited and may
fluctuate from time to time hereafter, and this Guaranty shall remain in force
at all times hereafter, whether there are any Guaranteed Obligations outstanding
from time to time or not until Full Payment of the Guaranteed Obligations.


 


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(b)           To the fullest extent permitted by Applicable Law, each Guarantor
waives any right that such Guarantor may have to terminate or revoke this
Guaranty.  If, notwithstanding the
foregoing waiver, any Guarantor shall nevertheless have any right under
Applicable Law to terminate or revoke this Guaranty, which right cannot be
waived by such Guarantor, such termination or revocation shall not be effective
until a written notice of such termination or revocation, specifically
referring to this Guaranty and signed by such Guarantor, is actually received
by an officer of Agent who is familiar with Borrowers’ account with Guaranteed
Parties and this Guaranty; but any such termination or revocation shall not
affect the obligation of any Guarantor or any Guarantor’s successors or assigns
with respect to any of the Guaranteed Obligations owing to Guaranteed Parties
and existing at the time of the receipt by Agent of such revocation or to arise
out of or in connection with any transactions theretofore entered into by
Guaranteed Parties with or for the account of Borrowers.  If any Guaranteed Party grants loans or other
extensions of credit to or for the benefit of any Borrower or takes other
action after the termination or revocation by any Guarantor but prior to Agent’s
receipt of such written notice of termination or revocation, then the rights of
such Guaranteed Party hereunder with respect thereto shall be the same as if
such termination or revocation had not occurred.


 


8.             Subordination; Postponement of
Subrogation Rights.  (a) 
Any and all present and future debts and obligations of Borrowers to Guarantors
are hereby subordinated to the full payment of the Guaranteed Obligations by
Borrowers to Guaranteed Parties.  If any
payment shall be made to any Guarantor on account of any indebtedness owing by
Borrowers to such Guarantor during any time that any Guaranteed Obligations are
outstanding, such Guarantor shall hold such payment in trust for the benefit of
Guaranteed Parties and shall make such payments to Agent to be credited and
applied against the Guaranteed Obligations, whether matured or unmatured, in
accordance with the discretion of Agent, pursuant to the terms of the Loan
Agreement.  The provisions of this
Guaranty shall be supplemental to and not in derogation of any rights and
remedies of any Guaranteed Party or any affiliate of any Guaranteed Party under
any separate subordination agreement that such Guaranteed Party or such
affiliate may at any time or from time to time enter into with any Guarantor.


 


(b)           Until Full Payment of the Guaranteed Obligations, no Guarantor shall
have any claim, right or remedy (whether or not arising in equity, by contract
or Applicable Law) against Borrowers or any other Person by reason of any
Guarantor’s payment or other performance hereunder.  Without limiting the generality of the
foregoing, each Guarantor hereby subordinates to the Full Payment of the
Guaranteed Obligations any and all legal or equitable rights or claims that
such Guarantor may have to reimbursement, subrogation, indemnity and
exoneration and agrees that until Full Payment of all of the Guaranteed
Obligations, such Guarantor shall have no recourse to any assets or property of
Borrowers (including any Collateral) and no right of recourse against or
contribution from any other Person in any way directly or contingently liable
for any of the Guaranteed Obligations, whether any of such rights arise under
contract, in equity or under Applicable Law.


 


9.             Other Guaranties.  If on
the date of Guarantors’ execution of this Guaranty or at any time thereafter
any Guaranteed Party receives any other guaranty from any Guarantor or from any
other Person of any of the Guaranteed Obligations, the execution and delivery
to such Guaranteed Party and such Guaranteed Party’s acceptance of any such
additional guaranty shall not be deemed in lieu of or to supersede, terminate
or diminish this Guaranty, but shall be construed as an additional or
supplementary guaranty unless otherwise expressly provided in such additional
or supplementary guaranty; and if, prior to the date hereof, any Guarantor or
any other Person has given to any Guaranteed Party a previous guaranty or
guaranties, this Guaranty shall be construed to be an additional or
supplementary guaranty and not to be in lieu thereof or to supersede, terminate
or diminish such previous guaranty or guaranties.


 


10.          Application of Payments.  Unless otherwise required by Applicable Law
or a specific agreement to the contrary, all payments received by Guaranteed
Parties from Borrowers, Guarantors or any other Person with respect to the
Guaranteed Obligations or from proceeds of the Collateral may be


 


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applied (or reversed and reapplied) by Agent to the Guaranteed
Obligations in accordance with the Loan Agreement, without affecting in any
manner any Guarantor’s liability hereunder.


 


11.          Limitation on Guaranty.  To the extent any performance of this
Guaranty would violate any applicable usury statute or other Applicable Law,
the obligation to be fulfilled shall be reduced to the limit legally permitted,
so that this Guaranty shall not require any performance in excess of the limit
legally permitted, but such obligations shall be fulfilled to the limit of
legal validity.  Nothing in this Guaranty
shall be construed to authorize Guaranteed Parties to collect from Guarantors
any interest that has not yet accrued, is unearned or subject to rebate or is
otherwise not entitled to be collected by Guaranteed Parties under Applicable
Law.   The provisions of this paragraph shall control
every other provision of this Guaranty.


 


12.          Representations, Warranties and Covenants of Guarantors. 
Each Guarantor
represents and warrants to the Guaranteed Parties that, as of the Closing Date,
such Guarantor is now Solvent and, after giving effect to the transactions
described in the Loan Documents and the issuance of this Guaranty, will be
Solvent; the financial statements of such Guarantor furnished to the Guaranteed
Parties have been prepared in a manner consistent with the financial statements
referred to in Section 9.1.8 of the Loan Agreement; to the best of
Guarantors’ knowledge, there are no facts or circumstances in existence on the
Closing Date which any Guarantor has failed to disclose to Agent and the
Guaranteed Parties in writing that could reasonably be expected to have a
Material Adverse Effect; there are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Guarantor, threatened on the
date hereof against or affecting any Guarantor, or the business, operations,
Properties, prospects, profits or condition of any Guarantor (i) which
relate to any of the Loan Documents or any of the transactions contemplated
thereby or (ii) which, if adversely determined to any Guarantor, could
reasonably be expected to have a Material Adverse Effect; and there are no
Liens upon (A) any of the Pledged Collateral pledged by SEI pursuant to
its Pledge Agreement, and (B) any of any other Guarantor’s Property, in
each case, other than Permitted Liens, such term to be applicable mutatis
mutandis to each Guarantor and its Property. 
Each Guarantor shall give Agent written notice promptly after such
Guarantor obtains knowledge of (i) the commencement of any litigation
affecting such Guarantor to the extent that such litigation, if adversely
determined to such Guarantor, could reasonably be expected to have a Material
Adverse Effect; (ii) the filing of any tax Lien for taxes due and payable
that are not being Properly Contested; and (iii) the existence of any
material  default by such Guarantor
under any agreement or instrument relating to Debt for Money Borrowed exceeding
$1,000,000; or any Insolvency Proceeding commenced by or against such
Guarantor. At such reasonable times as Agent requests, each Guarantor shall
furnish copies of its current financial statements to Agent and permit Agent
and Guaranteed Parties or their representatives to inspect Guarantor’s
financial records and properties and make copies thereof or extracts therefrom
in order to evaluate the financial condition of such Guarantor, on reasonable
prior notice, at reasonable times during normal business hours.


 


13.          Notices.  All
notices, demands, requests, consents, approvals and other communications
required or permitted hereunder must be in writing and shall be effective upon
receipt by the noticed party.  Acceptable
methods for giving notices hereunder shall include first-class U.S. mail,
facsimile transmission and commercial courier service.  Regardless of the manner in which notice is
provided, notices may be sent to the addresses for Agent and Guarantors as set
forth above or to such other address as any party may give to the others for
such purpose in accordance with this Section.


 


14.          Governing Law; Venue.  This
Guaranty, all acts and transactions hereunder and the rights and obligations of
the parties hereto shall be governed, construed and interpreted according to
the internal laws of the State of Georgia. 
All actions, suits or proceedings arising directly or indirectly
hereunder may, at the option of Agent, be litigated in courts having situs
within the State of Georgia, and each Guarantor hereby expressly consents to
the jurisdiction of any state or federal court located within said state and
agrees that any service of process in such action or proceedings may be made by
personal


 


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service upon such Guarantor wherever such Guarantor may be then
located, or by certified or registered mail directed to such Guarantor at such
Guarantor’s last known address; provided, however, that the foregoing shall not
prevent Agent or any of the other Guaranteed Parties from bringing any action,
enforcing any Lien  or judgment or exercising
any rights or remedies against any Guarantor, against any Collateral, or
against any property of any Guarantor, within any other county, state or other
foreign or domestic jurisdiction.  Each
Guarantor waives any objection to venue and any objection based on a more
convenient form in any action instituted under this Guaranty.


 


15.          Successors and Assigns.  All the rights, benefits and privileges of
Guaranteed Parties shall vest in, and be enforceable by Guaranteed Parties and
their respective successors, transferees and assigns.  This Guaranty shall be binding upon each
Guarantor and each Guarantor’s successors and assigns.  Without limiting the generality of the
foregoing, any Guaranteed Party may assign, in accordance with the terms of the
Loan Agreement, to one or more banks or other entities all or any part of the
Guaranteed Obligations, whereupon each such bank or other entity shall become
vested with all of the rights in respect thereof granted to such Guaranteed
Party herein or otherwise in respect hereof.


 


16.          Miscellaneous.  This Guaranty expresses the entire understanding of the parties with
respect to the subject matter hereof and may not be changed orally, and no
obligation of any Guarantor can be released or waived by any Guaranteed Party
or any officer or agent of any Guaranteed Party, except by a writing signed by
a duly authorized officer of Agent.  If
any part of this Guaranty is determined to be invalid, the remaining provisions
of this Guaranty shall be unaffected and shall remain in full force and
effect.  No delay or omission on any
Guaranteed Party’s part to exercise any right or power arising hereunder will
impair any such right or power or be considered a waiver of any such right or
power, nor will any Guaranteed Party’s action or inaction impair any such right
or power, and all of Guaranteed Parties’ rights and remedies hereunder are
cumulative and not exclusive of any other rights or remedies that Guaranteed
Parties may have under other agreements, at law or in equity.  Time is of the
essence of this Guaranty and of each provision hereof.  The section headings in this Guaranty are
inserted for convenience of reference only and shall in no way alter, modify or
define, or be used in construing, the text of this Guaranty.  This Guaranty may be executed in multiple
counterparts, all of which taken together shall constitute one and the same
Guaranty and the signature page of any counterpart may be removed
therefrom and attached to any other counterpart.


 


17.          Jury Trial Waiver.
 Guarantors
and Guaranteed Parties (by their acceptance hereof) each hereby waives the
right to a jury trial in any action, suit, proceeding or counterclaim arising
out of or related to this Guaranty, and each Guarantor further waives rights
arising under applicable statutes or otherwise to require any Guaranteed Party
to institute suit against any Borrower or to exhaust any Guaranteed Party’s
rights and remedies against any Borrower or any Collateral, each Guarantor
being bound to the payment of any and all Guaranteed Obligations to Guaranteed
Parties, whether now existing or hereafter accruing as fully as if such
indebtedness were directly owing to Guaranteed Parties by such Guarantor.


 


18.          Amendment and Restatement.


 


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


 


8

















 


Guaranty
nor any of the other Loan Documents extinguishes the indebtedness or
liabilities outstanding in connection with the Existing Guaranty Documents, nor
do they constitute a novation with respect thereto.


 


(b)           All security interests, pledges, assignments, and other Liens
previously granted by each Guarantor pursuant to the Existing Guaranty
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 Guaranteed Obligations.


 


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


 


9

















 


IN WITNESS WHEREOF, each
Guarantor has caused this Guaranty to be signed, sealed and delivered by its
duly authorized officers, on the day and year first written above.


 


	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX HOLDING CORP.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SE COMMUNICATIONS GP INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX INTERNATIONAL INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX CANADA INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
											



 


 


[Signatures continue on following page.]


 


Amended and Restated Continuing
Guaranty Agreement


 

















 


	
   

  	
  ESSEX GROUP MEXICO INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX GROUP, INC.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX MEXICO HOLDINGS, L.L.C.

  
	
   

  	
  (“Guarantor”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted
  on
                            
        , 2008:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Agent for the Guaranteed Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
									



 


Amended and Restated Continuing
Guaranty Agreement