Exhibit 10.20


 


AMENDED AND RESTATED PLEDGE AGREEMENT


(U.S. BORROWERS)


 


THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is
made on August 5, 2008, 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 “Pledgors” and individually as “Pledgor”), 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 Communications, EGI
(collectively, “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, Pledgors executed and delivered that certain Pledge Agreement
dated November 10, 2003 in favor of Agent and the Existing Lenders, which
Pledge Agreement was amended by that certain First Amendment to Pledge
Agreement dated as of 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 Obligations (as defined
in the Existing Loan Agreement).


 


Pledgors and ESSEX
GROUP CANADA INC., a Nova Scotia company (“Canadian Borrower”;
Pledgors 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.


 


It is a condition to the
Secured 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 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 each Pledgor 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 each of Canadian Borrower, Essex Canada,
Essex Mexico, and each individually is referred to herein as a “Company”.


 


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


 


“Essex Mexico” shall mean Essex Group Mexico Inc., a Delaware
corporation.


 


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


 


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


 


“Secured Obligations” shall mean all of the Obligations under
(and as defined in) the Loan Agreement including, without limitation, all
U.S. Obligations and Canadian Obligations, all liabilities and obligations of
Pledgors as guarantors of the Canadian Obligations pursuant to the U.S.
Borrowers’ Guaranty, and all obligations of Pledgors 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 a Pledgor,
unless an 


 


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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 that 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 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 any 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 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 Essex Canada, Essex
Mexico, and (ii) 65% of the issued and outstanding voting Equity Interests
of each of Canadian Borrower; (d) except for those restrictions contained
in the Loan Documents, 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 such Pledgor of the Pledged Collateral
pursuant to this 


 


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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 UCC, cause such Pledged Collateral to be certificated; (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; (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.


 


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9.             Subsequent
Changes Affecting Pledged Collateral.  Each Pledgor represents to Agent that such
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
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, 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 


 


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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. 
Each Pledgor 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, 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 any Pledgor, 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, each Pledgor 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 


 


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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.


 


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 or a
limited partnership, 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 


 


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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.          Pledgor’s
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 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 


 


8

















 


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 it
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.


 


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 


 


9

















 


WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS; AND ALL OTHER
NOTICES TO WHICH 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 COMMUNICATIONS LP

  
	
   

  	
  (“Pledgor”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [COMPANY SEAL]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESSEX GROUP, 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 - U.S. Borrowers


 

















 


ANNEX A


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Type and Class of

  Equity Interests

  	
   

  	
  Number of Pledged

  Equity Interests

  	
   

  	
  Percentage of

  Outstanding Equity

  Interests

  
	
  Essex Group, Inc.

  	
   

  	
  Essex Canada Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  100%

  
	
  Essex Group, Inc.

  	
   

  	
  Essex Group Mexico Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  	
  100%

  
	
  Essex Group, Inc.

  	
   

  	
  Essex Group Canada Inc.

  	
   

  	
  Common

  	
   

  	
  650

  	
   

  	
  65%

  



 


Amended
and Restated Pledge Agreement - U.S. Borrowers