Exhibit 10.1


 


EIGHTH AMENDMENT TO CREDIT AGREEMENT


 


THIS
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered
into as of October 20, 2005, by and among SUPERIOR ESSEX COMMUNICATIONS L.P., a Delaware limited partnership
(“Superior”), ESSEX GROUP, INC., a
Michigan corporation (“Essex”) (Superior and Essex being referred to
collectively as “Borrowers,” and individually as a “Borrower”); various
financial institutions (“Lenders”); FLEET
CAPITAL CORPORATION, a Rhode Island corporation with an office at
300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, in its capacity
as collateral and administrative agent for the Lenders (together with its
successors and assigns in such capacity, “Administrative Agent”); and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, in its capacity as syndication agent for the Lenders
(together with its successors in such capacity, “Syndication Agent”;
Administrative Agent and Syndication Agent are each hereafter referred to from
time to time individually as an “Agent” and collectively as “Agents”).


 


Recitals:


 


Borrowers,
Lenders and Agents are parties to a certain Credit Agreement, dated November 10,
2003, as amended by that certain First Amendment to Credit Agreement dated February 20,
2004, that certain Second Amendment to Credit Agreement dated March 18,
2004, that certain Third Amendment to Credit Agreement and Consent to Specific
Transactions dated as of April 2, 2004, that certain Fourth Amendment to
Credit Agreement dated April 30, 2004, that certain Fifth Amendment to
Credit Agreement and Consent to Specific Transactions dated June 16, 2004,
that certain Sixth Amendment to Credit Agreement dated March 11, 2005, and
that certain Seventh Amendment to Credit Agreement dated June 27, 2005 (as
at any time amended, restated or otherwise modified, the “Credit Agreement”),
pursuant to which Lenders have made certain revolving credit loans and other
extensions of credit to Borrowers.


 


Borrowers
have requested that Agents and Lenders consent to certain amendments contained
herein and Agents and Lenders are willing to consent to such amendments, subject
to the terms and conditions contained herein.


 


NOW,
THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby severally
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


 


1.                                      Definitions.  All
capitalized terms used in this Amendment, unless otherwise defined herein,
shall have the meaning ascribed to such terms in the Credit Agreement.


 


2.                                      Amendments to Credit
Agreement.  The Credit Agreement is hereby amended as
follows:  


 


(a)                                  By deleting clauses (i) and (ii) of
Section 9.1.3 in its entirety and substituting the following in lieu
thereof: 


 


(i) as soon as available, and in any event
within 90 days after the close of each Fiscal Year, audited balance sheets of
New Parent (including its Subsidiaries and S.E. Holding, C.V. and its
subsidiaries) as of the end of such Fiscal Year and the related statements of
income, shareholders’ equity and cash flow, on a Consolidated and consolidating
basis, together with, with respect to Consolidated Statements, an unqualified
opinion issued by a firm of independent certified public accountants of
recognized national standing selected by Borrowers but reasonably acceptable to


 





















 


Administrative
Agent (except for a qualification for a change in accounting principles with
which the accountant concurs and except for qualifications which are acceptable
to Administrative Agent in its reasonable business judgment), and, with respect
to New Parent and its Subsidiaries, setting forth in each case in comparative
form the corresponding Consolidated figures for the preceding Fiscal Year;


 


(ii)                                  as soon as available, and in any event within
45 days after the end of each Fiscal Quarter hereafter (other than the fourth
Fiscal Quarter of any Fiscal Year), unaudited balance sheets of New Parent
(including its Subsidiaries and S.E. Holding, C.V. and its subsidiaries) as of
the end of such Fiscal Quarter and the related unaudited statements of income
and cash flow for such Fiscal Quarter, on a Consolidated and consolidating
basis, setting forth in each case in comparative form the corresponding figures
for the preceding Fiscal Year and certified by the principal financial officer
of Borrowers as prepared in accordance with GAAP and fairly presenting the
Consolidated financial position and results of operations of New Parent and its
Subsidiaries and S.E. Holding, C.V. and its subsidiaries for such Fiscal
Quarter and period subject only to changes from audit and year end adjustments
and except that such statements need not contain notes;


 


(b)                                 By deleting the last sentence of Section 9.1.15
and substituting the following in lieu thereof:


 


Essex shall, no later than January 13, 2006,
pledge to Administrative Agent 66% of the Equity Interests held by Essex in
S.E. Holding, C.V.


 


(c)                                  By deleting clause (i) of Section 9.2.2
in its entirety and substituting the following in lieu thereof:


 


(i)                                     to an officer or employee of a Borrower, a
Subsidiary or JV Europe (or any subsidiary thereof) for salary, travel
advances, moving and other relocation expenses, advances against commissions
and other similar advances in the Ordinary Course of Business.


 


(d)                                 By deleting clauses (vii) and (viii) of
Section 9.2.4 and substituting the following in lieu thereof:


 


; (vii) transactions pursuant to which a
Borrower or a Subsidiary licenses intellectual property to or from S.E. Holding, C.V. or JV Europe or any of their respective
Affiliates; and (viii) transactions pursuant to which a Borrower or
a Subsidiary (A) sells, assigns or otherwise transfers Equipment having a
book value not to exceed (1) $5,000,000 in the aggregate to S.E. Holding, C.V. or any of its subsidiaries in connection
with the Foreign Venture Investment or (2) $5,000,000 in the aggregate to
S.E. Holdings, C.V. or any of its subsidiaries in connection with the JV Europe
Investment, or (B) sells Inventory in the Ordinary Course of
Business to S.E. Holding, C.V. or any of its subsidiaries;


 


(e)                                  By deleting clause (iv) of
Section 9.2.10 in its entirety and substituting the following in lieu
thereof:


 


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(iv) non-exclusive
licenses of technology and other Intellectual Property by and among any
Borrower, any of its Subsidiaries, S.E. Holding, C.V., and/or any of its
subsidiaries, including, without limitation, JV Europe,


 


(f)                                    By deleting the text of
Section 9.2.14 in its entirety and substituting the following in lieu
thereof:


 


File or consent to the
filing of any consolidated income tax return with any Person other than a
Subsidiary, New Parent, New Subsidiary, S.E. Holding, C.V. and any subsidiary
thereof.


 


(g)                                 By deleting the
definitions of “Acquisition,” “Consolidated,” “Consolidated Fixed Charge
Coverage Ratio,” “Foreign Venture Investment”, “Restricted Investment” and “Subsidiary”
in their entirety and substituting the following in lieu thereof:


 


Acquisition - any transaction, or any series of transactions, by which a Borrower
or any Subsidiary Guarantor directly or indirectly (a) acquires any
ongoing business or all or substantially all of the assets of any Person,
whether through the purchase of assets, merger or otherwise, (b) acquires
(in one transaction or as the most recent transaction in a series of
transactions) control of at least a majority in voting power of the Equity
Interests of any Person or (c) acquires control of 50% or more ownership
interest in any partnership or joint venture (excluding any Foreign Venture
Investment and JV Europe Investments).


 


Consolidated - the consolidation in accordance with GAAP
of the accounts or other items as to which such term applies, but excluding, to
the extent consolidated under GAAP, the accounts or other items of S.E.
Holding, C.V. and its subsidiaries.


 


Consolidated Fixed Charge Coverage Ratio - with respect to any period, the ratio of (a) the
sum of (i) Consolidated EBITDA for such period minus (ii) Unfinanced
Capital Expenditures made during such period minus (iii) cash
expended on Foreign Venture Investment during such Period minus (iv) Tax
Distributions during such period minus (v) Catch-up Pension
Contributions made during such period minus (vi) any dividend or
distribution by any Borrower directly or indirectly to New Subsidiary the
proceeds of which are used by New Subsidiary to make payment of dividends with
respect to the New Preferred Stock, to (b) all principal and cash interest
payments on Money Borrowed for such period.


 


Foreign
Venture Investment – investments made in
any Person by one or more Borrowers in connection with the development,
construction and operation of a joint venture which will produce magnet wire in
China; provided, however, that (i) the total investment of
Borrowers in any such joint venture shall not exceed $30,000,000 in the
aggregate at any time, and (ii) Administrative Agent shall be granted a
perfected, first priority Lien in certain Equity Interests in S.E. Holding,
C.V. as Collateral for the Obligations as provided in Section 9.1.15.


 


Restricted Investment - any acquisition of Property by a Borrower
or any of its Subsidiaries in exchange for cash or other Property, whether in
the form of an acquisition of Equity Interests or Debt, or the purchase or
acquisition by such Borrower or any of its Subsidiaries of any other Property,
or a loan, advance, capital contribution or subscription, except acquisitions
of the following: (i) fixed assets to be used in the


 


3





















 


Ordinary
Course of Business of such Borrower or any of its Subsidiaries so long as the
acquisition costs thereof constitute Capital Expenditures permitted
hereunder; (ii) goods held for sale or lease or to be used in
the manufacture of goods or the provision of services by such Borrower or
any of its Subsidiaries in the Ordinary Course of Business (including
inventory); (iii) current assets arising from the sale or lease of goods
or the rendition of services in the Ordinary Course of Business of such
Borrower or any of its Subsidiaries; (iv) investments in Subsidiaries and
Essex Electric Inc. to the extent existing on the Closing Date (such
investments in Subsidiaries being the only investments permitted to be made by
a Borrower in any Subsidiary pursuant to this definition (except as set forth
in clause (vi) below)), and distributions
made by Subsidiaries of New Parent to New Parent in an amount not to exceed
$1,000,000 in the aggregate to pay the exercise price under the warrant to
purchase shares of the common stock of Essex Electric Inc.; and (v) Cash Equivalents to the
extent they are not subject to rights of offset in favor of any Person other
than Administrative Agent or a Lender; (vi) loans and other advances of
money to the extent not prohibited by Section 9.2.2;
(vii) investments in any
Securities received in satisfaction or partial satisfaction thereof from
financially troubled Account Debtors, (viii) Foreign Venture Investment
and JV Europe Investments; (ix) deposits,
prepayments and other credits to suppliers, lessors and landlords made in the
Ordinary Course of Business; and (x) Permitted Acquisitions.


 


Subsidiary – any Person in which
more than 50% of its outstanding Voting Securities or more than 50% of all
Equity Interests is owned directly or indirectly by a Borrower, by one or more
Subsidiaries of such Borrower or by a Borrower and one or more other
Subsidiaries; provided, however, that none of S.E. Holding, C.V.,
JV Europe, nor any of their subsidiaries shall be deemed a Subsidiary; or


 


(h)                                 By adding definitions
of “Contribution Agreement,” “JV Europe Investment,” “JV Europe” and “Nexans”
at the appropriate alphabetical location in Appendix A to the Credit Agreement
as follows:


 


Contribution Agreement - that certain
Contribution and Formation Agreement, dated July 27, 2005, between Essex,
Nexans and the other parties named therein.


 


JV
Europe Investment – investments made in
any Person by one or more Borrowers in connection with the development,
construction and operation of a joint venture with Nexans which will produce
magnet wire in various European countries; provided, however,
that (i) the total investment of Borrowers in any such joint venture shall
not exceed $30,000,000 in the aggregate at any time (not including any amounts
which are contributed and then used to repay all or any portion of the Essex UK
Debt (as defined in the Contribution Agreement)), plus the contribution of the
stock of Essex International Ltd., Essex Pension Trustees Limited, the transfer
of the Essex UK Debt, and the forgiveness of any Essex UK Debt or Essex closing
Indebtedness (as defined in the Contributions Agreement) owed to a Borrower and
(ii) Administrative Agent shall be granted a perfected, first priority
Lien in certain Equity Interests in S.E. Holding, C.V. as Collateral for the
Obligations as provided in Section 9.1.15.


 


JV Europe - Altensys SAS, a société
par actions simplifée organized under the laws of France, of which 60% of its
equity will initially be owned by S.E. Holding, C.V. and 40% of its equity will
initially be owned by Nexans.


 


Nexans - a société anonyme
organized under the laws of France.


 


4





















 


(h)                                 By deleting Exhibit E
to the Credit Agreement and substituting in lieu thereof an Exhibit E in
the form attached to this Amendment.


 


3.                                      JV Europe Investment.  Borrowers have informed Administrative Agent
that they intend to invest up to $30,000,000 and contribute the stock of Essex
International Ltd. and Essex Pension Trustees Limited, transfer the Essex UK
Debt (as defined in the Contribution Agreement), and forgive Essex UK Debt and
Essex Closing Indebtedness (as defined in the Contribution Agreement) owed to a
Borrower in connection with the formation of JV Europe pursuant to the
Contribution Agreement.  Administrative
Agent and the Lenders (i) acknowledge that such investment, to the extent
consistent with the Contribution Agreement, shall constitute JV Europe Investments
for purposes of the Credit Agreement, and otherwise consent to the transactions
described in Sections 2.1 and 2.2 of the Contribution Agreement, (ii) consent
to the execution, delivery and performance by Essex and its affiliates of the
Ancillary Agreements (as defined in the Contribution Agreement) to which they
are a party, and (iii) consent to Superior’s issuance of additional common
stock to Nexans upon Nexans’ exercise of its put option with respect to its
equity in JV Europe pursuant to the Shareholders Agreement between JV Europe,
Superior, S.E. Holding, C.V., Nexans and Nexans Participations.


 


4.                                      Ratification and
Reaffirmation.  Each Borrower hereby ratifies and reaffirms
the Obligations, each of the Loan Documents and all of such Borrower’s
covenants, duties, indebtedness and liabilities under the Loan Documents.


 


5.                                      Acknowledgments and Stipulations.  Each
Borrower acknowledges and stipulates that the Credit Agreement and the other
Loan Documents executed by Borrowers are legal, valid and binding obligations
of Borrowers that are enforceable against Borrowers in accordance with the
terms thereof; all of the Obligations are owing and payable without defense,
offset or counterclaim (and to the extent there exists any such defense, offset
or counterclaim on the date hereof, the same is hereby waived by each Borrower);
and the security interests and liens granted by Borrowers in favor of Administrative
Agent, for the benefit of itself and Lenders, are duly perfected, first
priority security interests and liens.


 


6.                                      Representations and
Warranties.  Each Borrower represents and warrants to
Agents and Lenders, to induce Agents and Lenders to enter into this Amendment, that
(a) after giving effect to this Amendment, no Default or Event of Default
exists on the date hereof; (b) the execution, delivery and performance of
this Amendment have been duly authorized by all requisite company action on the
part of each Borrower and this Amendment has been duly executed and delivered
by each Borrower; and (c) all of the representations and warranties made
by Borrowers in the Credit Agreement are true and correct, in all material
respects, on and as of the date hereof, except those representations and
warranties made as of a specific date in which such case such representations
and warranties were true and correct as of such date.


 


7.                                      Reference to Credit
Agreement.  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement,” “hereunder,” or
words of like import shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.


 


8.                                      Breach of Amendment.  This
Amendment shall be part of the Credit Agreement and a breach of any
representation, warranty or covenant herein shall constitute an Event of
Default.


 


9.                                      Conditions Precedent.  The effectiveness of the amendments contained in Section 2 and 3 hereof
are subject to the receipt by Administrative Agent of a duly executed
counterpart of this Amendment from Borrowers, together with a Consent and
Reaffirmation duly signed by the Guarantors.


 


5





















 


10.                               Expenses of Agents. 
Borrowers agree to pay, on demand,
all costs and expenses incurred by Agents in connection with the preparation,
negotiation and execution of this Amendment and any other Loan Documents
executed pursuant hereto and any and all amendments, modifications, and
supplements thereto, including, without limitation, the reasonable costs and
fees of Agents’ legal counsel and any taxes or expenses associated with or
incurred in connection with any instrument or agreement referred to herein or
contemplated hereby.


 


11.                               Miscellaneous.  This
Amendment shall be effective upon acceptance by Agents and Lenders, whereupon
the same shall be governed by and construed in accordance with the internal
laws of the State of Georgia.  This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
This Amendment may be executed in any number of counterparts and by
different parties to this Amendment on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. 
Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto. 
Section titles and references used in this Amendment shall be
without substantive meaning or content of any kind whatsoever and are not a
part of the agreements among the parties hereto.


 


12.                               No Novation, etc. 
Except as otherwise expressly provided in this Amendment, nothing herein
shall be deemed to amend or modify any provision of the Credit Agreement or any
of the other Loan Documents, each of which shall remain in full force and
effect.  This Amendment is not intended
to be, nor shall it be construed to create, a novation or accord and
satisfaction, and the Credit Agreement as herein modified shall continue in
full force and effect.


 


13.                               Further Assurances.  Each
Borrower agrees to take such further actions as Agents and Lenders shall
reasonably request from time to time in connection herewith to evidence or give
effect to the amendments set forth herein or any of the transactions
contemplated hereby.


 


14.                               Release of Claims.  To induce Agents and Lenders to enter into this Amendment, each
Borrower hereby releases, acquits and forever discharges Agents and Lenders,
and all officers, directors, agents, employees, successors and assigns of
Agents and Lenders, from any and all liabilities, claims, demands, actions or
causes of action of any kind or nature (if there be any), whether absolute or
contingent, disputed or undisputed, at law or in equity, or known or unknown,
that any Borrower now has or ever had against Agents or Lenders arising under
or in connection with any of the Loan Documents or otherwise.  Each Borrower represents and warrants to Agents
and Lenders that such Borrower has not transferred or assigned to any Person
any claim that such Borrower ever had or claimed to have against Agents or Lenders.


 


15.                               Waiver of Jury Trial.  To the fullest extent permitted by applicable law, the
parties hereto each hereby waives the right to trial by jury in any action,
suit, counterclaim or proceeding arising out of or related to this Amendment.


 


 


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


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  SUPERIOR
  ESSEX COMMUNICATIONS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: David S. Aldridge

  
	
   

  	
   

  	
  Title: Senior Vice President and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSEX GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: David S. Aldridge

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 


 


[Signatures continued on following page]


 





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
  Revolver
  Commitment: $60,000,000.00

  	
  FLEET CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Revolver
  Commitment: $60,000,000.00

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Revolver
  Commitment: $55,000,000.00

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


[Signatures continued on the following page]


 





















 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  FLEET CAPITAL CORPORATION,

  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SYNDICATION AGENT:

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as Syndication Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 





















 


CONSENT AND REAFFIRMATION


 


Each
of the undersigned guarantors of the Obligations of Borrowers at any time owing
to Agents and Lenders hereby (i) acknowledges receipt of a copy of the foregoing
Eighth Amendment to Credit Agreement; (ii) consents to Borrowers’
execution and delivery thereof; (iii) agrees to be bound thereby; and (iv) affirms
that nothing contained therein shall modify in any respect whatsoever its
guaranty of the Obligations and reaffirms that such guaranty is and shall
remain in full force and effect.


 


IN
WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as
of the date of such Eighth Amendment to Credit Agreement.


 


 


	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  
	
   

  	
   

  	
  Treasurer
  and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President and

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESSEX INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  
	
   

  	
   

  	
  Treasurer,
  Assistant Secretary and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESSEX GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  



 


 


[Signatures continued on the following page]


 





















 


	
   

  	
  ESSEX TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  	
   

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESSEX MEXICO HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  	
   

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESSEX WIRE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  	
   

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESSEX CANADA INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  	
   

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ESSEX GROUP MEXICO INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David S. Aldridge, Vice President,

  	
   

  
	
   

  	
   

  	
  Treasurer
  and Assistant Secretary

  	
   

  



 





















 


EXHIBIT E


 


COMPLIANCE CERTIFICATE


 


[Letterhead of Borrower Agent]


 


                                    ,
20    


 


Fleet
Capital Corporation, as Administrative Agent


300
Galleria Parkway, N.W.


Suite 800


Atlanta,
Georgia 30339


 


The undersigned, the chief financial officer
of Superior Essex Communications LLC, a
Delaware limited liability company (“Borrower Agent”), as Borrower Agent, on
behalf of itself and the other Borrowers, gives this certificate to Fleet Capital Corporation (“Administrative
Agent”) in accordance with the requirements of Section 9.1.3 of that certain Credit Agreement dated               ,
20    , among Borrowers, Administrative Agent, as
collateral and administrative agent (in such for itself and the financial
institutions from time to time parties thereto as lenders (“Lenders”), such
Lenders and the other parties named therein (as at any time amended, the “Credit
Agreement”).  Capitalized terms used in
this Certificate, unless otherwise defined herein, shall have the meanings
ascribed to them in the Credit Agreement.


 


1.                                       Based upon my review of the balance sheets
and statements of income of Borrowers and their Subsidiaries for the [Fiscal Year]  [quarterly
period] ending                                     ,
20    , copies of which are attached hereto, I hereby
certify that:


 


(a)                     Consolidated Fixed
Charge Coverage Ratio was          to         ;


 


(b)                   Average
Availability during the period was $                        ;


 


(c)                    Capital
Expenditures for Borrowers during the period and for the Fiscal Year to date
total $                  
and $                    ,
respectively;


 


(d)                   Foreign Venture
Investment during the period and for the Fiscal Year to date total $                  
; and


 


(e)                  JV Europe
Investments during the period and for the Fiscal Year to date total $                  .


 


2.                                       No Default exists on the date hereof, other
than:                                     
                                                                                                
[if none, so state]; and


 


3.                                       No Event of Default exists on the date
hereof, other than                     
                                                                                                        
[if none, so state].


 


4.                                       As of the date hereof, each Borrower is
current in its payment of all accrued rent and other charges to Persons who own
or lease any premises where any of the Collateral is located, and there are no
pending disputes or claims regarding any Borrower’s failure to pay or delay in
payment of any such rent or other charges.


 





















 


5.                                       Attached hereto is a schedule showing
the calculations that support Borrowers’ compliance [non-compliance] with the financial covenants, as shown
above.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  SUPERIOR
  ESSEX COMMUNICATIONS LLC,

  
	
   

  	
  as
  Borrower Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chief
  Financial Officer