Exhibit
10 (yy) FIFTH
AMENDMENT TO LEASE AGREEMENT AND WAIVER THIS
FIFTH AMENDMENT TO LEASE AGREEMENT AND WAIVER (this Agreement), dated
as of December 27, 2001, between ALP (TX) QRS 11-28, INC., a Texas corporation
(Landlord), and SUPERIOR TELECOMMUNICATIONS INC., a Delaware
corporation f/k/a Superior Teletec, Inc. and Superior TeleTec Transmission
Products, Inc. (Tenant). WI  T  N
E  S  S  E  T  H WHEREAS,Landlord and
Tenant entered into that certain Lease Agreement, dated as of December 16,
1993, as amended by a First Amendment to Lease Agreement, dated as of May 10,
1995, a Second Amendment (the Second Amendment) to Lease Agreement,
dated as of July 21, 1995, a Third Amendment (the Third Amendment) to
Lease Agreement, dated as of October 3, 1996, and a Fourth Amendment (the Fourth
Amendment) to Lease Agreement, dated as of November 27, 1998 (as amended,
the Lease); WHEREAS,
the Lease is guaranteed by The Alpine Group, Inc., a Delaware corporation (Guarantor)
pursuant to a Guaranty and Suretyship Agreement dated as of December 16,
1993, as amended (the Guaranty); WHEREAS,the parties hereto are entering into
this Agreement concurrently with the closing of the execution and delivery of
that certain Amendment No. 6 and Waiver, dated as of November 30, 2001 (Amendment
No. 6) to the Amended and Restated Credit Agreement by and among Superior
(formerly known as Superior/Essex Corp.), Essex Group, Inc., the Subsidiary
Guarantors party thereto (including Superior), the lenders from time to time a
party thereto, Merrill Lynch & Co., as Documentation Agent, Fleet National
Bank, as Syndication Agent, and Bankers Trust Company, as Administrative Agent,
dated as of November 27, 1998 (as the same was previously amended, amended and
restated, and supplemented, the BT Loan Agreement); and WHEREAS,in connection
therewith, Landlord and Tenant have agreed to amend certain terms of the Lease,
and Landlord has agreed to waive Tenants compliance with certain covenants in
the Lease, subject to the terms and conditions hereof. NOW,
THEREFORE,intending
to be legally bound and for good valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows: 1.             Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Lease. 2.             Waiver.  Attached hereto as Exhibit A are
the covenants (Financial Covenants) which are attached as an Exhibit
to the Fourth Amendment to Lease and which are, as of the date hereof, in full
force and effect.  Landlord hereby
agrees to waive (the Waiver) the following Financial Covenants until
January 31, 2003 (the Waiver Period):  
   Document
  
  Section(s)
  
  CovenantExhibit E of the
  Fourth
  Amendment
  
  Section
  8.08  
  Section 8.09
  Section 8.10
  Section 8.11
  
  Capital
  Expenditures
  Minimum Consolidated EBITDA
  Interest Coverage Ratio
  Leverage Ratio  Landlord and Tenant hereby agree that, immediately
following the expiration of the Waiver Period set forth above, the Financial
Covenants shall apply without regard to the provisions of the Waiver set forth
in this Paragraph 3 and any breach of any of them shall be an Event of Default. 4.             Security
Deposit.  (a)  In consideration of the Waiver granted by
Landlord hereunder, Tenant has deposited with Landlord a security deposit
(together with any interest earned thereon) the Security Deposit) in the
amount of Six Hundred Fifty Eight Thousand Dollars ($658,000).  The Security Deposit shall serve as security
for the payment by Tenant of the Rent and all other charges or payments to be
paid under the Lease and the performance of the covenants and obligations
contained in the Lease and the Guaranty. 
Landlord shall deposit the Security Deposit in an interest bearing
account for the benefit of Landlord, Lender or Tenant. At the
option of Tenant, Tenant may substitute a letter of credit in the face amount
of Six Hundred Fifty Eight Thousand Dollars ($658,000) for the Security
Deposit, such letter of credit to be from a financial institution satisfactory
to Landlord and in form and substance and upon terms satisfactory to Landlord. (b)           If
at any time an Event of Default under the Lease shall have occurred and be
continuing, Landlord shall be entitled, at its sole discretion, to withdraw the
Security Deposit from the above-described account and to apply the proceeds in
payment of (i) any Rent or other charges for the payment of which Tenant shall
be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by Landlord
in curing any default of Tenant, and/or (iv) any other sums due to Landlord in
connection with any default or the curing thereof, including, without
limitation, any damages incurred by Landlord by reason of such default,
including any rights of Landlord under Paragraph 23 of the Lease or to do any
combination of the foregoing, all in such order or priority as Landlord shall
so determine in its sole discretion and Tenant acknowledges and agrees that
such proceeds shall not constitute assets or funds of Tenant or its estate, or
be deemed to be held in trust for Tenant, but shall be, for all purposes, the
property of Landlord (or Lender, to the extent assigned).  Tenant further acknowledges and agrees that
(1) Landlords application of the proceeds of the Security Deposit towards the
payment of Basic Rent, Additional Rent or the reduction of any damages due
Landlord in accordance with Paragraph 23 of the Lease, constitutes a fair and
reasonable use of such proceeds, and (2) the application of such proceeds by
Landlord towards the payment of Basic Rent, Additional Rent or any other sums
due under the Lease shall not constitute a cure by Tenant of the applicable
default provided that an Event of Default shall not exist if Tenant restores
the Security Deposit to its full amount within five (5) days,  so that the original amount of the Security
Deposit shall be again on deposit with Landlord.  At the expiration of the Term and so long as no Event of Default
then exists the Security Deposit shall be returned to Tenant. (c)           Landlord shall have the right to
designate Lender or any other holder of a Mortgage as the beneficiary of the
Security Deposit during the term of the applicable  2 
   Loan, and such Lender or other holder of a Mortgage
shall have all of the rights of Landlord set forth in this letter.  Tenant covenants and agrees to execute such
agreements, consents and acknowledgments as may be requested by Landlord from
time to time to change the holder of the Security Deposit as hereinabove
provided to acknowledge that the Security Deposit has been collaterally
assigned to such Lender. 5.             Waiver
Fee.  In consideration of the Waiver
herein granted, Tenant shall simultaneously herewith pay Landlord $25,000 in
satisfaction of all Landlords fees and expenses in connection herewith. 6.             Representation.  Tenant represents to Landlord that its
leasehold interest in the Premises is free and clear of any mortgage, lien,
security interest or encumbrance of any kind. 7.             Reaffirmation.  Except as modified and amended by this
Agreement, all of the terms, covenants and conditions of the Lease are hereby
ratified and confirmed and shall continue to be and remain in full force and
effect throughout the remainder of the Term. 8.             Conflicts.  If and to the extent that any of the
provisions of this Agreement conflict with or are otherwise inconsistent with
any of the provisions of the Lease, whether or not such inconsistency is
expressly noted in this Agreement, the provisions of this Agreement shall
prevail. 9.             Successors
and Assigns.  The Lease as amended
by this agreement shall shall be binding upon Landlord and Tenant and their
respective successors and assigns. 10.           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas. 11.           Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK
INTENTIONALLY]  3 
   [Signature Page to Fifth Amendment to Lease Agreement
and Waiver] IN
WITNESS WHEREOF,the
parties hereto have executed this Agreement as of the date first above written.  ALP (TX) QRS 11-28,
  INC.By:Name:Title:ATTEST
  SUPERIOR
  TELECOMMUNICATIONS INC., a Delaware corporationBy:
  
  
  By:Name:
  Name:Title:
  Title:  4 
   CONSENT
OF GUARANTOR THE ALPINE
GROUP, INC., a Delaware corporation (the Guarantor), hereby
(I) consent to the within Fifth Amendment to Lease Agreement and Waiver
(ii) agrees that for purposes of the Guaranty and Suretyship Agreement,
dated as of December 16, 1993 (the Guaranty), pursuant to which
the Guarantor guaranteed the obligations of the Tenant (as defined in the
Guaranty), the term Lease shall mean the Lease as amended by the
within Fifth Amendment to Lease Agreement.  THE ALPINE GROUP, INC.By:Name:Title:  
   EXHIBIT
A TO FIFTH AMENDMENT TO LEASE AGREEMENT AND WAIVER SECTION 10.  Definitions.  As used in this Exhibit E, the following
terms shall have the meanings herein specified unless the context otherwise
requires.  Defined terms in this Exhibit
E shall include in the singular number the plural and in the plural the
singular: Lease Agreement shall
mean the Lease Agreement, dated as of December 16, 1993, between December 16,
1993, between ALP (TX) QRS 11-28, INC., a Texas corporation (Landlord), and
Superior Telecommunications Inc., a Georgia corporation f/k/a Superior Teletec,
Inc., and Superior Teletec Transmission Products, Inc., (Tenant or
Superior), as amended. Acquisition shall have
the meaning provided in the recitals to the Agreement. Acquisition Co shall
have the meaning provided in the recitals to the Agreement. Acquisition Documents
shall mean each of the Tender Offer Documents and the Merger Agreement. Additional Collateral
shall have the meaning provided in Section 7.11 of the Agreement. Adjusted Certificate of
Deposit Rate shall mean, on any day, the sum (rounded to the nearest 1/100 of
1%) of (1) the rate obtained by dividing (x) the most recent weekly
average dealer offering rate for negotiable certificates of deposit with a
three-month maturity in the secondary market as published in the most recent
Federal Reserve System publication entitled Select Interest Rates, published
weekly on Form H.15 as of the date hereof, or if such publication or a
substitute containing the foregoing rate information shall not be published by
the Federal Reserve System for any week, the weekly average offering rate
determined by the Administrative Agent on the basis of quotations for such
certificates received by it from three certificate of deposit dealers in New
York of recognized standing or, if such quotations are unavailable, then on the
basis of other sources reasonably selected by the Administrative Agent, by
(y) a percentage equal to 100% minus the stated maximum rate of all
reserve requirements as specified in Regulation D applicable on such day to a
three-month certificate of deposit of a member bank of the Federal Reserve
System in excess of $100,000 (including, without limitation, any marginal,
emergency, supplemental, special or other reserves), plus (2) the then
daily net annual assessment rate as estimated by the Administrative Agent for
determining the current annual assessment payable by BTCo to the Federal
Deposit Insurance Corporation for insuring three month certificates of deposit. Administrative Agent
shall have the meaning provided in the first paragraph of the Agreement and
shall include any successor to the Administrative Agent appointed pursuant to
Section 11.10 of the Agreement. Affiliate shall mean,
with respect to any Person, any other Person directly or indirectly controlling
(including but not limited to all directors and executive officers of such
Person), controlled by, or under direct or indirect common control with such
Person.  A Person shall be deemed to
control a corporation if such Person possesses, directly or indirectly, the
power (i) to vote 10% or more of the securities having ordinary voting
power for the election of directors of such corporation or (ii) to direct
or cause the direction of the management and policies of such corporation,
whether through the ownership of voting securities, by contract or
otherwise.  Without limiting the
foregoing, Alpine and its Affiliates shall be deemed to be Affiliates of the
Company and its Subsidiaries so long as the Service Agreement is in place.  
   Agent shall mean the
Administrative Agent, the Documentation Agent and the Syndication Agent,
collectively. Agreement shall mean
the Amended and Restated Credit Agreement, dated as of November 27, 1998, among
Superior/Essex Corp., Essex Group, Inc., the guarantors named therein, the
lending institutions party thereto from time to time, Merrill Lynch & Co.,
as Documentation Agent, Fleet National Bank, as Syndication Agent, and Bankers
Trust Company, as Administrative Agent. Alternate Currency
shall mean Pounds Sterling or Euros, provided that Euros shall not be available
as an Alternate Currency until January 15, 1999 (assuming commencement of the
third stage of European Monetary Union). Alternate Currency Loan
shall mean each Revolving Loan denominated in an Alternate Currency and bearing
interest at the rates provided in Section 1.08(b). Alternate Currency Loan
Lender shall mean (i) BTCo or (ii) any Affiliate of BTCo designated
by it and one or more banks acceptable to BTCo and reasonably acceptable to the
Borrowers. Alternate Currency Loan
Sublimit shall have the meaning provided in Section 1.01(c) of the Agreement. Alternate Currency
Overdue Amounts shall have the meaning provided in Section 1.01(f) of the
Agreement. Alpine shall mean The
Alpine Group, Inc., a Delaware corporation, which currently owns approximately
50.1% of the outstanding stock of the Parent. Alpine Tax Allocation
Agreement shall mean the tax allocation agreement by and among Alpine, the
Parent and their Affiliates dated as of October 2, 1996, effective as of
May 1, 1996. Applicable Base Rate
Margin shall mean (i) in the case of each of the Revolving Loans and
Tranche A Term Loans, a percentage per annum equal to 2.00% and (ii) in
the case of Tranche B Term Loans, a percentage per annum equal to 2.75%; provided
that the percentage set forth in clause (i) above shall be adjusted by the
applicable Interest Reduction Discount. Applicable Euro Rate
Margin shall mean (i) in the case of each of the Revolving Loans and
Tranche A Term Loans, a percentage per annum equal to 3.00% and (ii) in
the case of Tranche B Term Loans, a percentage per annum equal to 3.75%; provided
that the percentage set forth in clause (i) above shall be adjusted by the
applicable Interest Reduction Discount. Applicable Percentage
shall mean 75%, unless the Pro Forma Leverage Ratio computed, if applicable,
after giving effect to the application of cash proceeds as a mandatory
repayment, is less than 4.00:1.0, in which case the Applicable Percentage shall
mean 50%. Asset Sale shall mean
any sale, transfer or other disposition by either of the Borrowers or any of
their respective Subsidiaries to any Person of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding the sale by such Person of its own capital stock) of either of the
Borrowers or such Subsidiaries other than (i) sales, transfers or other
dispositions of inventory made in the ordinary course of business and  Exhibit A-2 
   (ii) sales of assets
pursuant to Sections 8.02(d), (e), (f), (g), (h), (i) and (n) of the Agreement. Assignment and
Assumption Agreement shall mean the Assignment and Assumption Agreement
substantially in the form of Exhibit I (appropriately completed) to
the Agreement. Authorized Officer
shall mean any senior officer of the Parent, the Company or Essex, as the case
may be, designated as such in writing to the Landlord by the Company or Essex
to the extent reasonably acceptable to the Landlord. Bankruptcy Code shall
have the meaning provided in Section 9.05 of the Agreement. Base Rate at any time
shall mean the highest of (x) the rate which is 1/2 of 1% in excess of the
Adjusted Certificate of Deposit Rate, (y) the Prime Lending Rate and
(z) the rate which is 1/2 of 1% in excess of the Federal Funds Rate. Base Rate Loan shall
mean each Loan bearing interest at the rates provided in Section 1.08(a)
of the Agreement. Borrowers shall mean
the Company and, until the consummation of the Merger, Essex. Borrowing shall mean
the borrowing of one Type of Loan of a single Tranche from all the Lenders
having Commitments of the respective Tranche on a given date (or resulting from
a conversion or conversions on such date) having in the case of Euro Rate Loans
the same Interest Period; provided that Base Rate Loans incurred
pursuant to Section 1.10(b) of the Agreement shall be considered part of
the related Borrowing of Euro Rate Loans. BTCo shall mean Bankers
Trust Company, in its individual capacity, and any successor corporation thereto
by merger, consolidation or otherwise. Business Day shall mean
(i) for all purposes other than as covered by clause (ii) below, any
day excluding Saturday, Sunday and any day which shall be in the City of New
York a legal holiday or a day on which banking institutions are authorized by
law or other governmental actions to close and (ii) with respect to all
notices and determinations in connection with, and payments of principal and
interest on, Euro Rate Loans, any day which is a Business Day described in
clause (i) and which is also a day for trading by and between banks in
U.S. Dollar deposits and deposits in the Alternate Currency in the London
interbank market. Cables of Zion shall
mean Cables of Zion United Works Ltd., a company organized under the laws of
Israel. Capital Expenditures
shall mean, with respect to any Person, all expenditures by such Person which
should be added to the fixed assets account on the consolidated balance sheet
of such Person in accordance with GAAP (which shall not include interest
capitalized during construction but only to the extent included in Consolidated
Interest Expense), including all such expenditures with respect to plant,
property or equipment (including, without limitation, expenditures for
maintenance and repairs which should be capitalized in accordance with GAAP)
and the amount of all Capitalized Lease Obligations incurred by such Person. Capital Lease, as
applied to any Person, shall mean any lease of any property (whether real,
personal or mixed) by that Person as lessee which, in conformity with GAAP,
should be accounted for as a capital lease on the balance sheet of that Person.  Exhibit A-3 
   Capitalized Lease
Obligations shall mean all obligations under Capital Leases of the Company or
any of its Subsidiaries in each case taken at the amount thereof that should be
accounted for as liabilities in accordance with GAAP. Cash Equivalents shall
mean (i) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged in
support thereof) or the government of any member of the European Union having
maturities of not more than twelve months from the date of acquisition,
(ii) U.S. dollar denominated and Eurocurrency time deposits, certificates
of deposit and banker acceptances of (x) any Lender or (y) any
commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, or its branches or agencies or the laws of
any member of the European Union and having capital and surplus in an aggregate
amount not less than $500,000,000 (any such bank or Lender, an Approved
Lender), in each case with maturities of not more than twelve months from the
date of acquisition, (iii) U.S. Dollar denominated commercial paper issued by
any Approved Lender or by the parent company of any Approved Lender and
commercial paper issued by, or guaranteed by, any industrial or financial company
with a short-term commercial paper rating of at least A-1 or the equivalent
thereof by S&P or at least P-1 or the equivalent thereof by Moodys, as the
case may be, or Eurocurrency commercial paper of British banks of similar
credit quality approved for such purposes by the Administrative Agent in its
sole discretion, and in each case maturing within twelve months after the date
of acquisition, (iv) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within twelve months from the date
of acquisition thereof and, at the time of acquisition having one of the two
highest ratings obtainable from either S&P or Moodys, (v) any repurchase
agreement entered into with any Approved Lender which is secured by any
obligation of the type described in any of clauses (i) through (iii) and
(vi) investments in money market funds substantially all the assets of
which are comprised of securities of the types described in clauses (i) through
(iv) above. Cash Proceeds shall
mean, with respect to any Asset Sale, the aggregate cash payments (including
any cash received by way of deferred payment pursuant to a note receivable
issued in connection with such Asset Sale, other than the portion of such
deferred payment constituting interest, but only as and when so received)
received by the Company and/or any of its Subsidiaries from such Asset Sale. Change of Control Event
shall mean (a) the Company shall cease to own directly 100% on a fully
diluted basis of the economic and voting interest in the capital stock of
Superior Telecommunications (other than the shares of Superior Preferred Stock)
or, after consummation of the Merger, of Essex (other than as a result of the
merger of Essex into Superior Telecommunications or another Subsidiary of the
Company), or (b) any Person or group (within the meaning of Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, as in effect on the
Effective Date), other than Alpine, shall (A) have acquired beneficial
ownership of 20% or more on a fully diluted basis of the voting and/or economic
interest in the Parents capital stock (provided, however, such
referenced percentage in this clause (A) shall be 25% if, and so long as,
Alpine directly maintains ownership of more than 30% on a fully diluted basis
of the economic and voting interests in the Parents capital stock) or
(B) obtained the power (whether or not exercised) to elect a majority of
the Companys directors or (C) the Board of Directors of the Parent shall
cease to consist of a majority of Continuing Directors or (D) the Parent
shall cease to own directly 100% on a fully diluted basis of the economic and
voting interest in the Capital Stock of the Company. Code shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.  Section references to the  Exhibit A-4 
   Code are to the Code, as
in effect at the date of the Agreement and any subsequent provisions of the
Code amendatory thereof, supplemental thereto or substituted therefor. Collateral shall mean
all of the Pledge Agreement Collateral, Security Agreement Collateral and
Mortgaged Property. Collateral Agent shall
mean the Administrative Agent acting as collateral agent for the Secured
Creditors. commencement of the
third stage of European Monetary Union shall mean the date of commencement of
the third stage of European Monetary Union (at the date of the  Agreement expected to be January 1,
1999) or the date on which circumstances arise which (in the reasonable
judgment of the Administrative Agent) have substantially the same effect and
result in substantially the same consequences as commencement of the third stage
of European Monetary Union as contemplated by the Treaty on European Union. Commitment shall mean
any of the commitments of any Lender; i.e., whether the Tranche A
Term Loan Commitment, Tranche B Term Loan Commitment or the Revolving Loan
Commitment or the commitment of BTCo to make Swingline Loans. Commitment Fee shall
have the meaning provided in Section 3.01(a) of the Agreement. Company shall mean
Superior/Essex Corp., a Delaware corporation. Condemnation has the
meaning assigned to that term in each Mortgage. Consolidated Debt shall
mean, at any time, all Indebtedness of the Company and its Subsidiaries
determined on a consolidated basis; provided that for purposes of this
definition, the amount of Indebtedness in respect of Interest Rate Protection
Agreements and Other Hedging Agreements shall be at any time equal to the
unrealized net loss position, if any, of the Company and/or its Subsidiaries
thereunder on a marked to market basis determined no more than one month prior
to such time. Consolidated EBIT shall
mean, for any period, Consolidated Net Income, before total interest expense
(inclusive of amortization of deferred financing fees, premiums on Interest
Rate Protection Agreements and any original issue discount) of the Company and
its Subsidiaries determined on a consolidated basis and provisions for taxes
based on income, whether paid or deferred. Consolidated EBITDA
shall mean, for any period, Consolidated EBIT, adjusted by adding thereto the
amount of all depreciation expense and amortization expense plus non-cash
compensation expenses relating to restricted stock and stock-option grants, in
each case, that were deducted in determining Consolidated EBIT for such period,
plus net earnings of any Person (other than a Subsidiary) in which the Company
or any consolidated Subsidiary has an ownership interest to the extent such net
earnings shall have actually been received by the Company or such consolidated
Subsidiary in the form of cash distributions. Consolidated Fixed
Charges shall mean, for any period, without duplication, the sum of
Consolidated Interest Expense for such period plus (v) all dividends paid or
accrued on capital stock of the Company and its Subsidiaries held by persons
other than the Company and its Subsidiaries that are Guarantors plus
(w) the amount of all Capital Expenditures of the Company (other than
Capital Expenditures made pursuant to clause (d) or (e) of
Section 8.08) and its Subsidiaries paid or accrued with respect to such
period plus (x) all cash taxes paid or  Exhibit A-5 
   accrued with respect to
such period (other than with respect to net income taxes attributable to items
that are excluded from the calculation of Consolidated Net Income in the
period) plus (y) mandatory principal payments on Indebtedness (other than
with respect to Loans) required to be made during such period pursuant to
Sections 4.02(b) and (c) of the Agreement. Consolidated Interest
Expense shall mean, for any period, total interest expense (including that
attributable to (A) any rent paid in respect of Capital Leases which is or
should be allocable to interest expense in accordance with GAAP and (B)
interest capitalized during the construction of any Capital Expenditure) of the
Company and its Subsidiaries determined on a consolidated basis with respect to
all outstanding Indebtedness of the Company and its Subsidiaries, including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers acceptance financing, all Fronting
Fees and net costs or benefits under Interest Rate Protection Agreements, but
excluding, however, amortization of any payments made to obtain any Interest
Rate Protection Agreement and Other Hedging Agreements and deferred financing
costs and any interest expense on deferred compensation arrangements to the
extent included in total interest expense and, in the case of the Company and
its Subsidiaries, shall include interest accrued by the Parent on the Trust
Preferred Securities as if they were issued as of the Initial Borrowing Date. Consolidated Net Income
shall mean, for any period, the net income (or loss), after provisions for
income taxes (other than with respect to net income taxes attributable to items
that are excluded from the calculation of Consolidated Net Income in the
period), of the Company and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period in conformity with GAAP but
excluding in any event (a) any extraordinary gains (net of extraordinary
losses) but with giving effect to gains or losses from sales of assets sold in
the ordinary course of business; (b) net earnings of any other Person (other
than a Subsidiary) in which the Borrower or any consolidated Subsidiary has an
ownership interest, except to the extent such net earnings shall have actually
been received by the Borrower or such consolidated Subsidiary in the form of
cash distributions; (c) any portion of the net earnings of any
consolidated Subsidiary which is unavailable for payment of dividends to the
Borrowers or any other consolidated Subsidiary by reason of the provisions of
any agreement or applicable law or regulation (including, without limitation,
those agreements referred to in the exceptions set forth in Section 8.15 of
the Agreement); (d) earnings resulting from any reappraisal, revaluation
or write-up of assets; (e) the income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary of such Person or is merged into or
consolidated with such Person or any of its Subsidiaries or that Persons
assets are acquired by such Person or any of its Subsidiaries; (f) the
aggregate net gain (or loss) during such period arising from the revaluation
(but not sale) of readily marketable securities; (g) the income (or loss)
from discontinued operations; and (h) non-cash charges and cash charges
(but only to the extent such cash charges are reimbursed by a controlling
Affiliate in cash at the time of incurrence thereof), in each case, relating to
the Transaction and repayment of Indebtedness incurred under the Essex Credit
Agreement and the Existing Superior Credit Agreement. Contingent Obligations
shall mean as to any Person any obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, leases, dividends or other obligations
(primary obligations) of any other Person (the primary obligor) in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (a) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (x) for the purchase or
payment of any such primary obligation or (y) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (c) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary
obligations of the ability of the primary obligor to make payment of such
primary obligation or (d) otherwise to assure or hold harmless the owner
of such primary  Exhibit A-6 
   obligation against loss
in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection or standard contractual indemnities entered into, in each case in
the ordinary course of business.  The
amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith. Continuing Directors
shall mean the directors of the Company on the Initial Borrowing Date and each
other director if such directors nomination for the election to the Board of
Directors of the Company is recommended by a majority of the then Continuing
Directors. Credit Documents shall
mean the Agreement, each of the Notes and each Security Document. Credit Event shall mean
the making of a Loan (other than a Revolving Loan made pursuant to a Mandatory
Borrowing) or the issuance of a Letter of Credit. Credit Party shall mean
the Company, Essex and each Guarantor, including the Parent. Currency means U.S.
Dollars or any Foreign Currency. Cvalim shall mean The
Israeli Cable and Wire Company Limited, a company organized under the laws of
Israel. Cvalim Assets shall
mean all assets used or held for use in the conduct of the cable business of
Cvalim, including:  fixed assets (save
land and buildings), inventory, Cvalims rights under contracts including certain
leases for real property, licenses and purchase orders, records, trademarks and
know how, Cvalims prepaid items and expenses, rights deriving from approved
enterprise status (save grants received by Cvalim and recorded in its books or
rights to receive grants to the extent such amounts were due to Cvalim on or
before the closing date of such sale), customer deposits (save deposits for
products shipped by Cvalim prior to the closing date), software and hardware,
goodwill and rights to the names: 
Cvalim, Cvalim - The Wire and Cable Company of Israel
Ltd., D.A.S.H. Cable Industries (Israel) Ltd. and D.A.S.H. and any
derivatives of such names and casualty insurance proceeds payable as a result
of loss or destruction of equipment; provided that Cvalim Assets shall not
include cash, short term investments, customers receivables and debit
balances, deposits and long term receivables, investment and investee
companies, other properties and deferred expenses. Debenture shall have
the meaning provided in the definition of Trust Preferred Securities. Default shall mean any
event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default. Defaulting Lender shall
mean any Lender with respect to which a Lender Default is in effect. Demand Date shall have
the meaning provided in Section 1.01(f) of the Agreement.  Exhibit A-7 
   Destruction has the
meaning assigned to that term in each Mortgage. Dividends shall have
the meaning provided in Section 8.06 of this Exhibit E. Dividend Period shall
mean each four consecutive fiscal quarters of the Company commencing with the
fiscal quarter beginning after the Initial Borrowing Date and each four fiscal
periods thereafter commencing on the date immediately following the last day of
the immediately preceding Dividend Period. Documentation Agent
shall have the meaning provided in the first paragraph of the Agreement. Documents shall mean
the Credit Documents and the Acquisition Documents. Dollar Equivalent
means, with respect to any Borrowing denominated in any Foreign Currency, the
amount of U.S. Dollars that would be required to purchase the amount of the
Foreign Currency of such Borrowing on the date such Borrowing is requested
based upon the spot selling rate at which BTCo offers to sell such Foreign
Currency for U.S. Dollars in the London foreign exchange market at
approximately 11:00 A.M. London time for delivery two Business Days later. Domestic Subsidiary
shall mean each Subsidiary of the Company incorporated or organized in the United
States or any State or territory thereof. Effective Date shall
have the meaning provided in Section 12.10 of the Agreement. Eligible Transferee
shall mean a commercial bank, financial institution or other institutional
accredited investor (as defined in Regulation D of the Securities Act). End Date shall have the
meaning provided in the definition of Interest Reduction Discount. Environmental Claims
shall mean any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of non-compliance, deficiency,
liability or violation, investigations or proceedings relating in any way to
any violation or liability (or alleged violation or liability) by the Parent,
the Borrowers or any of their respective Subsidiaries under any Environmental
Law (hereafter Claims) or any permit, license or other authorization issued
to the Parent, the Borrowers or any of their respective Subsidiaries under any
such law, including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
remedial, corrective, response or other actions or damages pursuant to any
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment. Environmental Law shall
mean any non-U.S., federal, state or local policy, statute, law, rule,
regulation, ordinance, code or rule of common law now or hereafter in effect
and in each case as amended, and any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or
judgment (for purposes of this definition (collectively, Laws)), relating to
the environment or Hazardous Materials, or health and safety to the extent such
health and safety issues arise under the Occupational Safety and Health Act of
1970, as amended, or any such similar Laws.  Exhibit A-8 
   ERISA shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and the rulings issued thereunder.  Section references to ERISA are to ERISA as
in effect at the date of the Agreement and any subsequent provisions of ERISA
amendatory thereof, supplemental thereto or substituted therefor. ERISA Affiliate shall
mean each person (as defined in Section 3(9) of ERISA) which together with
the Parent, the Company or any Subsidiary thereof would be deemed to be a
single employer within the meaning of Section 414(b) or (c) of the Code
or (to the extent required by operation of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA) Section 414(m)
or (o) of the Code. Essex shall mean Essex
Group, Inc., a Michigan corporation. Essex Canada shall mean
Essex Canada Inc., a Delaware corporation. Essex Canadian Facility
shall mean the credit facility provided pursuant to the Credit Agreement dated
as of May 30, 1996, as amended and restated as of March 27, 1998, between
Essex Canada and Bank of Montreal. Essex Capital Lease
Facility shall mean that facility available pursuant to the Agreement and
Lease dated as of April 12, 1995, as amended as of June 1, 1997 and September
2, 1997, between Mellon Leasing Corporation and Essex. Essex Credit Agreement
shall mean the credit facility provided pursuant to the Credit Agreement dated
as of October 31, 1996, as amended and restated as of March 27, 1998, among
Essex International Inc., Essex Group, Inc., the lenders named therein and The
Chase Manhattan Bank, as Administrative Agent. Essex Funding shall
mean Essex Funding Inc., a Delaware corporation. Essex Funding Agreement
shall mean that Loan and Security Agreement, dated as of April 29, 1998,
between Essex Funding and Three Rivers Funding Corporation. Essex International
shall mean Essex International Inc., a Delaware corporation. Essex Sublimit shall
have the meaning provided in Section 1.01(c) of the Agreement. Euro means the single
currency of participating member states of the European Monetary Union. Euro Rate shall mean,
with respect to each Interest Period for a Eurodollar Loan or an Alternate
Currency Loan, (i) the arithmetic average (rounded to the nearest 1/16 of
1%) of the offered quotation to first-class banks in the interbank Eurodollar
or Alternate Currency market by BTCo for U.S. dollar deposits or deposits in
the Alternate Currency (depending upon the Currency in which the Loan is being
made or maintained) of amounts in same day funds generally comparable to the
aggregate principal amount of the Euro Rate Loan for which an interest rate is
then being determined with maturities comparable to the Interest Period to be applicable
to such Euro Rate Loan, determined as of 10:00 A.M. (New York time) on the date
which is two Business Days prior to the commencement of such Interest Period
divided (and rounded upward to the next whole multiple of 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member  Exhibit A-9 
   bank of the Federal
Reserve System in respect of Eurocurrency funding or liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D). Euro Rate Loan shall
mean each Eurodollar Loan and each Alternate Currency Loan. Eurodollar Loans shall
mean each Loan bearing interest at the rates provided in Section 1.08(b)
of the Agreement. European Monetary Union
means the European Economic and Monetary Union as contemplated in the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and
became effective on November 1, 1993), as amended from time to time (the
Treaty on European Union). Event of Default shall
have the meaning provided in Section 9 of the Agreement. Excess Cash Flow shall
mean, for any fiscal year of the Company, Consolidated EBITDA for such period minus
Consolidated Interest Expense for such period (to the extent paid in cash) minus
the provision for income taxes for such period (to the extent paid in cash) minus
the amount of Capital Expenditures made by the Company and its Subsidiaries
during such period (to the extent paid in cash) minus (plus) additions
(reductions) to Consolidated Working Capital for such period minus
scheduled repayments of principal of outstanding Indebtedness to the extent
actually paid (including any voluntary payments of principal of Indebtedness but
excluding voluntary payments of Revolving Loans). Excess Cash Flow
Percentage shall mean 75% unless and so long as the Pro Forma Leverage Ratio
is (i) less than 3.75:1.0, in which case it shall mean 50%. Excess Cash Payment
Date shall mean the date occurring 90 days after the last day of each fiscal
year of the Company (beginning with its fiscal year ended April 30, 2000). Excess Cash Payment
Period shall mean with respect to the repayment required on each Excess Cash
Payment Date, the immediately preceding fiscal year of the Company. Existing Indebtedness
shall mean Indebtedness of the Borrowers and their respective Subsidiaries as
of the Initial Borrowing Date and which is to remain outstanding after giving
effect to the Transaction and the incurrence of Loans on such date, but
excluding the Loans, all as set forth on Annex VII to the Agreement, and other
Indebtedness which in the aggregate does not exceed $100,000. Existing Superior Credit
Agreement shall have the meaning provided in the recitals to the Agreement. Facing Fee shall have
the meaning provided in Section 3.01(c) of the Agreement. Federal Funds Rate
shall mean, for any period, a fluctuating interest rate equal for each day
during such period to the weighted average of the rates on overnight Federal
Funds transactions with members of the Federal Reserve System arranged by
Federal Funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions  Exhibit A-10 
   received by the
Administrative Agent from three Federal Funds brokers of recognized standing
selected by the Administrative Agent. Fees shall mean all
amounts payable pursuant to, or referred to in, Section 3.01 of the
Agreement. Floating Rate Facility
shall mean the $200,000,000 Senior Subordinated Floating Rate Facility
available to the Company pursuant to the terms of that Senior Subordinated
Credit Agreement dated as of the date hereof among the Company, the guarantors
named therein, the lending institutions listed therein and Bankers Trust
Company, as Administrative Agent. Foreign Currency shall
mean, at any time, any currency other than U.S. Dollars. Foreign Currency
Equivalent shall mean, with respect to any amount in U.S. Dollars, the amount
of any Foreign Currency that could be purchased with such amount of U.S.
Dollars using the reciprocal of the foreign exchange rate(s) specified in the
definition of the term Dollar Equivalent, as determined by the Administrative
Agent. Fronting Fee shall have
the meaning provided in Section 3.01(e) of the Agreement. GAAP shall mean
generally accepted accounting principles in the United States of America as in
effect from time to time; it being understood and agreed that determinations in
accordance with GAAP for purposes of Section 8 of this Exhibit E and the
definition of Interest Reduction Discount, including defined terms as used
therein, are subject (to the extent provided therein) to Section 12.07(a)
of the Agreement. Guaranteed Creditors
shall mean and include each of the Administrative Agent, the Collateral Agent,
the Lenders and each Letter of Credit Issuer. Guaranteed Obligations
shall mean the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of the principal and interest on each
Note issued by the Borrowers to each Lender, and Loans made under the Agreement
and all reimbursement obligations and Unpaid Drawings with respect to Letters
of Credit, together with all the other obligations (including obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities (including, without limitation,
indemnities, fees and interest thereon) of the Borrowers or any Guarantor to
such Lender, the Administrative Agent and the Collateral Agent now existing or
hereafter incurred under, arising out of or in connection with any Credit
Document and the due performance and compliance with all the terms, conditions and
agreements contained in each of the Credit Documents by the Borrowers. Guarantor shall mean
(i) the Company, in respect of Obligations of Essex hereunder,
(ii) the Parent and (iii) each of the Subsidiary Guarantors. Guaranty shall mean the
Guaranty contained in Section 13 of the Agreement. Hazardous Materials
shall mean (a) any petrochemical or petroleum products or wastes
(including crude oil or any fraction thereof), radioactive materials, asbestos
in any form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing levels
of polychlorinated biphenyls, and radon gas; and (b) any chemicals,
materials or substances defined as or included in the definition of hazardous
substances, hazardous wastes, hazardous materials, restricted hazardous  Exhibit A-11 
   materials, extremely
hazardous wastes, restrictive hazardous wastes, toxic substances, toxic
pollutants, contaminants or pollutants, or words of similar meaning and
regulatory effect under any Environmental Law. Indebtedness of any
Person shall mean, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) the deferred purchase price of assets or
services payable to the sellers thereof or any of such sellers assignees which
in accordance with GAAP would be shown on the liability side of the balance
sheet of such Person but excluding deferred rent as determined in accordance
with GAAP, (iii) the face amount of all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn thereunder,
(iv) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been
assumed; provided, however, that in the event that the liability
of such first Person is non-recourse to such Person and is recourse only to
specified assets of such Person, the amount of Indebtedness attributed thereto
shall not exceed the greater of the market value of such assets or the book
value of such assets, (v) all Capitalized Lease Obligations of such
Person, (vi) all obligations of such Person to pay a specified purchase
price for goods or services whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, (vii) all obligations under Interest
Rate Protection Agreements and Other Hedging Agreements and (viii) all
Contingent Obligations of such Person; provided that Indebtedness shall
not include trade payables and accrued expenses, in each case arising and
payable in the ordinary course of business (so long as so paid in the ordinary
course of business and consistent with past practice) and, in the case of the
Parent, shall include the Trust Preferred Securities and any other similar
securities. Information Systems and
Equipment shall mean all computer hardware, firmware and software, as well as
other information processing systems, or any equipment containing embedded
microchips, whether directly owned, licensed, leased, operated or otherwise
controlled by the Parent, the Borrowers or any of their respective
Subsidiaries, including through third-party service providers, and which, in
whole or in part, are used, operated, relied upon, or integral to, the
Parents, the Borrowers or any of their respective Subsidiaries conduct of
their business. Initial Borrowing Date
shall mean the date upon which the initial Borrowing of Loans occurs. Intercompany Loan shall
have the meaning provided in Section 8.05(g) of this Exhibit E. Intercompany Notes
shall mean promissory notes, in the form of Exhibit J to the
Agreement, evidencing an Intercompany Loan. Interest Coverage Ratio
shall mean, for any period, the ratio of Consolidated EBITDA to Consolidated
Interest Expense for such period. Interest Period, with
respect to any Euro Rate Loan, shall mean the interest period applicable
thereto, as determined pursuant to Section 1.09 of the Agreement. Interest Rate Protection
Agreement shall mean any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedging agreement or
other similar agreement or arrangement. Interest Reduction
Discount shall mean zero; provided that from and after the first day of
any Margin Reduction Period (the Start Date) to and including the last day of
such Margin Reduction Period (the End Date), the Interest Reduction Discount
shall be  Exhibit A-12 
   the respective percentage
per annum set forth in clause (A), (B), (C) or (D) below if, but
only if, as of the last day of the immediately preceding fiscal quarter or
fiscal year of the Company preceding such Start Date (the Test Date), the
applicable conditions set forth in clause (A), (B), (C) or (D) below, as
the case may be, are met: (A)  .25% if, but only if, as of the Test Date
immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test
Period ended on such Test Date shall be less than 4.00:1.0 and none of the
conditions set forth in clause (B), (C) or (D) below, as the case may be, are
satisfied; (B)  .50% if, but only if, as of the Test Date
immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test
Period ended on such Test Date shall be less than 3.50:1.0 and none of the
conditions set forth in clause (C) or (D) below, as the case may be, are
satisfied; (C)  .75% if, but only if, as of the Test Date
immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test
Period ended on such Test Date shall be less than 3.00:1.0 and the condition
set forth in clause (D) below is not satisfied; or (D)  1% if, but only if, as of the Test Date
immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test
Period ended on such Test Date shall be less than 2.50:1.0. Notwithstanding anything
to the contrary contained above in this definition, (x) the Interest
Reduction Discount shall not be greater than zero prior to the first Test Date
to occur after the second Test Period and (y) the Interest Reduction
Discount shall be zero at any time when a Default or an Event of Default shall
exist. Investments shall have
the meaning provided in Section 8.05 of this Exhibit E. Israeli Subsidiaries
shall mean Superior Cable Israel Ltd., Cables of Zion and their respective
Subsidiaries. Judgment Currency shall
have the meaning provided in Section 12.18 of the Agreement. Judgment Currency
Conversion Date shall have the meaning provided in Section 12.18 of the
Agreement. L/C Supportable
Indebtedness shall mean (i) obligations of the Borrowers or their respective
Subsidiaries incurred in the ordinary course of business with respect to
insurance obligations and workers compensation, surety bonds and other similar
statutory obligations and (ii) such other obligations of the Borrowers or any
of their respective Subsidiaries as are reasonably acceptable to the
Administrative Agent and the Letter of Credit Issuer and otherwise permitted to
exist pursuant to the terms of the Agreement. Lease shall mean any
lease, sublease, franchise agreement, license, occupancy or concession
agreement. Leasehold of any Person
shall mean all of the right, title and interest of such Person as lessee or
licensee in, to and under leases or licenses of land, improvements and/or
fixtures. Lender shall have the
meaning provided in the first paragraph of the Agreement.  Exhibit A-13 
   Lender Default shall
mean (i) the failure or refusal (which has not been retracted) of a Lender
to make available its portion of any Borrowing (including any Mandatory
Borrowing) or to fund its portion of any unreimbursed payment under
Section 2.04(c) of the Agreement or (ii) a Lender having notified the
Administrative Agent and/or the Borrowers that it does not intend to comply
with its obligations under Section 1.01(a) through 1.01(d) or 2.04(c) of
the Agreement, in the case of either clause (i) or (ii) above as a result
of the appointment of a receiver or conservator with respect to such Lender at
the direction or request of any regulatory agency or authority. Letter of Credit shall
have the meaning provided in Section 2.01(a) of the Agreement. Letter of Credit Fees
shall have the meaning provided in Section 3.01(b) of the Agreement. Letter of Credit Issuer
shall mean BTCo. Letter of Credit
Outstandings shall mean, at any time, the sum of, without duplication, (i) the
aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings in respect of all Letters of Credit. Letter of Credit
Request shall have the meaning provided in Section 2.02(a) of the
Agreement. Letter of Credit
Sublimit shall mean $25,000,000. Lien shall mean any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any financing or similar statement or notice
filed under the UCC or any similar recording or notice statute, and any lease
having substantially the same effect as the foregoing). Loan shall mean each
Tranche A Term Loan, each Tranche B Term Loan, each Revolving Loan
and each Swingline Loan. Mandatory Borrowing
shall have the meaning provided in Section 1.01(e) of the Agreement. Margin Reduction Period
shall mean each period which shall commence on a date on which the financial
statements are delivered pursuant to Section 7.01(b) or (c) of the
Agreement, as the case may be, and which shall end on the earlier of (i) the
date of actual delivery of the next financial statements pursuant to
Section 7.01(b) or (c) of the Agreement, as the case may be, and (ii) the
latest date on which the next financial statements are required to be delivered
pursuant to Section 7.01(b) or (c) of the Agreement, as the case may be; provided
that the first Margin Reduction Period shall commence on the date that the
financial statements are delivered for the Companys first fiscal quarter
ending April 30, 1999. Margin Stock shall have
the meaning provided in Regulation U. Material Adverse Effect
shall mean (x) a material adverse effect on the Transaction or (y) a material
adverse effect on the business, properties, assets, nature of assets,
liabilities, condition (financial or otherwise) (i) on the Initial Borrowing
Date, of the Parent and its Subsidiaries, the Company and its Subsidiaries, or
Essex and its Subsidiaries, in each case taken as a whole, and both before and
after giving effect to the Transaction and (ii) thereafter, of  Exhibit A-14 
   the Company and its
Subsidiaries (including Essex), or the Parent and its Subsidiaries, in each
case taken as a whole or (z) a material adverse effect on the rights or
remedies of the Lenders or the Administrative Agent, or on the ability of any
Credit party to perform its obligations to the Lenders or the Administrative
Agent hereunder or under any other Credit Document. Maturity Date shall
mean, with respect to any Tranche of Loans, the Tranche A Term Loan
Maturity Date, the Tranche B Term Loan Maturity Date, the Revolving Loan
Maturity Date or the Swingline Expiry Date, as the case may be. Maximum Number shall
have the meaning provided in the recitals to the  Agreement. Maximum Swingline
Amount shall mean $35,000,000. Merger shall mean the
merger of Acquisition Co with and into Essex International in which Essex
International will be the surviving corporation and remaining common
stockholders of Essex International (other than Acquisition Co) will receive
Trust Preferred Securities and, to the extent less than the Maximum Number of
shares of common stock of Essex are accepted in the Tender Offer, any of the
Tender Offer Cash Consideration not paid. Merger Agreement shall
have the meaning provided in the recitals to the Agreement. Mexican Subsidiaries
shall mean any Wholly-Owned Subsidiary of the Company, Essex or any of their
respective Subsidiaries organized under the laws of Mexico to make the
acquisitions and Investments contemplated by Section 8.02(s) of this Exhibit E. Minimum Borrowing
Amount shall mean the amounts set forth in Section 1.02 of the Agreement. Minimum Condition shall
have the meaning provided in the recitals to the Agreement. Moodys shall mean
Moodys Investors Service, Inc. Mortgage shall mean a
revolving credit mortgage, assignment of leases, security agreement and fixture
filing, or a revolving credit deed of trust, assignment of leases, security
agreement and fixture filing creating and evidencing a Lien on a Mortgaged Real
Property, which shall be substantially in the form of Exhibit K or L
(as appropriate) to the Agreement, containing such schedules and including such
additional provisions and other deviations from such Exhibits as shall be
necessary to conform such document to applicable or local law or as shall be
customary under local law and which shall be dated the date of delivery thereof
and made by the owner of the Mortgaged Real Property described therein for the
benefit of the Collateral Agent, as mortgagee (grantee or beneficiary),
assignee and secured party, as the same may at any time be amended, modified or
supplemented in accordance with the terms thereof and hereof. Mortgaged Property
shall have the meaning assigned to such term in the Mortgages. Mortgaged Real Property
shall mean and include the Real Properties owned or leased by the Borrowers and
the Guarantors to the extent designated as such on Annex IV and any
additional Real Property which shall be subject to a Mortgage delivered
pursuant to  Exhibit A-15 
   Section 5.10. Multiemployer Plan
shall mean a Plan which is a multiemployer plan (as defined in
Section 4001(a)(3) of ERISA). Net Award has the
meaning assigned to such term in each Mortgage. Net Cash Proceeds shall
mean, with respect to any Asset Sale, the Cash Proceeds resulting therefrom net
of (a) cash expenses of sale (including, without limitation, brokerage
fees, if any, transfer taxes and payment of principal, premium and interest of
Indebtedness other than the Loans required to be repaid as a result of such
Asset Sale), (b) all federal, state, local and non-U.S. taxes to the
extent payable as a direct consequence of any such Asset Sale and (c) deduction
of reasonable amounts, determined in accordance with GAAP, required to be
provided by either of the Borrowers or any of their respective Subsidiaries as
a reserve against any liabilities retained by the Borrowers or any such
Subsidiary associated with such assets after such Asset Sale, including,
without limitation, any indemnification, pension and other post-employment
benefit liabilities, workers compensation liabilities, liabilities associated
with retiree benefits and liabilities relating to environmental matters, except
and until such reserves are reversed, in which case the amount of such reversal
shall constitute Net Cash Proceeds. Net Proceeds has the
meaning assigned to that term in each Mortgage. Non-Defaulting Lender
shall mean each Lender other than a Defaulting Lender. Non-U.S. Pension Plan
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained outside the United
States of America by the Parent, the Company, Essex or any one or more of their
respective Subsidiaries primarily for the benefit of employees of the Parent,
the Company, Essex or such Subsidiaries residing outside the United States of
America, which plan, fund or other similar program provides, or results in,
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment or any such plan as to which
the Parent, the Company, Essex or any of their respective Subsidiaries may have
any liability. Non-U.S. Subsidiary
shall mean each Subsidiary of the Company other than a Domestic Subsidiary. Note shall mean each
Tranche A Term Note, each Tranche B Term Note, each Revolving Note
and the Swingline Note. Notice of Borrowing
shall have the meaning provided in Section 1.03(a) of the Agreement. Notice of Conversion
shall have the meaning provided in Section 1.06 of the Agreement. Notice Office shall
mean the office of the Administrative Agent located at One Bankers Trust Plaza,
New York, New York 10006 or such other office as the Administrative Agent may
designate to the Borrowers and the Lenders from time to time. Obligation Currency
shall have the meaning provided in Section 12.18 of the Agreement. Obligations shall mean
all amounts, direct or indirect, contingent or absolute, of  Exhibit A-16 
   every type or
description, and at any time existing, owing to the Administrative Agent, the
Collateral Agent or any Lender pursuant to the terms of any Credit Document. Other Hedging
Agreements shall mean (x) any foreign exchange contracts, currency swap
agreements or other similar agreements or arrangements designed to protect
against fluctuations in currency values and (y) agreements relating to the
future purchase of commodities or designed to protect against fluctuations in
the prices of specific commodities. Parent shall mean
Superior TeleCom Inc., a Delaware corporation. Parent Common Stock
shall mean shares of common stock, $.01 par value per share, of the Parent. Parent Tax Allocation
Agreement shall mean the tax allocation agreement by and among the Parent and
its Subsidiaries dated as of October 2, 1996, effective as of May 1,
1996. Participant shall have
the meaning provided in Section 2.04(a)(i) of the Agreement. Payment Office shall
mean the office of the Administrative Agent located at One Bankers Trust Plaza,
New York, New York 10006 or such other office as the Administrative Agent may
designate to the Borrowers and the Lenders from time to time. PBGC shall mean the
Pension Benefit Guaranty Corporation established pursuant to Section 4002
of ERISA, or any successor thereto. Percentage in the case
of a Revolving Loan Lender at any time shall mean a fraction (expressed as a
percentage) the numerator of which is the Revolving Loan Commitment of such
Lender at such time and the denominator of which is the Total Revolving Loan
Commitment at such time; provided that if the Percentage of any Lender
is to be determined after the applicable Total Revolving Loan Commitment has
been terminated, then the Percentages of the Lenders shall be determined
immediately prior (and without giving effect) to such termination. Permitted Acquisition
shall have the meaning provided in Section 8.02(l) of this Exhibit E. Permitted Liens shall
have the meaning provided in Section 8.03 of this Exhibit E. Person shall mean any
individual, partnership, joint venture, firm, corporation, limited liability
company or partnership, association, trust or other enterprise or any
government or political subdivision or any agency, department or
instrumentality thereof. Plan shall mean any
multiemployer plan or single-employer plan as defined in Section 4001 of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Company or Essex, any of their respective
Subsidiaries or any ERISA Affiliate and each such plan for the five calendar
year period immediately following the latest date on which the Company or
Essex, any of their respective Subsidiaries or any ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan or any such plan
as to which the Company or Essex, any of their respective Subsidiaries or any
ERISA Affiliate may have any liability; provided, however, the
term Plan shall not include any Non-U.S. Pension Plan.  Exhibit A-17 
   Pledge Agreement shall
have the meaning provided in Section 5.08(a) of the Agreement and shall
include any additional pledge agreement executed by the Borrowers or any of
their respective Subsidiaries pursuant to Section 7.11 of the Agreement. Pledge Agreement
Collateral shall mean all Pledged Collateral as defined in the Pledge
Agreement. Pledged Securities
shall mean all the Pledged Securities as defined in the Pledge Agreement. Pounds Sterling shall
mean (i) freely transferable lawful money of the United Kingdom and (ii) in the
event that the Pounds Sterling is replaced by the Euro, Euros having a
corresponding value, calculated in accordance with the relevant provisions of
the treaty on the European Union. Prime Lending Rate
shall mean the rate which BTCo announces from time to time as its prime lending
rate, the Prime Lending Rate to change when and as such prime lending rate
changes.  The Prime Lending Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer.  BTCo
may make commercial loans or other loans at rates of interest at, above or
below the Prime Lending Rate. Prior Liens shall mean
Liens which, pursuant to the provisions of any Security Document, are or may be
superior to the Lien of such Security Document. Pro Forma Leverage
Ratio shall mean, at any time for the determination thereof, the ratio of
(x) Consolidated Debt at such time to (y) Consolidated EBITDA for the
Test Period then last ended, with such Pro Forma Leverage Ratio to be
determined on a pro forma basis (i) in the case of a Permitted
Acquisition, as if such Permitted Acquisition (and any other Permitted
Acquisition) that occurred during such Test Period (and the incurrence,
assumption and/or repayment of any Indebtedness in connection with any such
Permitted Acquisition), as the case may be, had occurred on the first day of
such Test Period (and such Indebtedness, if any, had remained outstanding (or
had not been outstanding, as the case may be) throughout such Test Period) it
being understood that in calculating the Pro Forma Leverage Ratio in connection
with each and every Permitted Acquisition, Consolidated EBITDA shall include
the results of operations of the Person or assets acquired pursuant to each
such Permitted Acquisition on a pro forma basis as if such acquisition
had occurred on the first day of the respective Test Period and (ii) in the
case of the Transaction, for the first three quarterly Test Periods for which
the Pro Forma Leverage Ratio is being tested, Consolidated EBITDA for the
purpose of determining the Pro Forma Leverage Ratio shall be calculated (x) for
the first such Test Period as the product of Consolidated EBITDA for the fiscal
quarter ending April 30, 1999 (First Quarter EBITDA) times 4, (y) for the
second such Test Period as the sum of (1) the product of First Quarter EBITDA
times 2 plus (2) the product of the Consolidated EBITDA for the fiscal
quarter ending July 31, 1999 (Second Quarter EBITDA) times 2 and (z) for the
third such Test Period as the product of (1) the sum of First Quarter EBIDTA plus
Second Quarter EBITDA plus Consolidated EBITDA for the fiscal quarter
ending October 31, 1999 times (2) 1 1/3. 
On any date pursuant to which the Pro Forma Leverage Ratio is to be
calculated and on each date of calculation of Pro Forma Leverage Ratio, the
Company shall deliver to the Landlord a certificate of the Companys chief
financial officer setting forth in reasonable detail the pro forma
calculations required to establish the Pro Forma Leverage Ratio (with such pro
forma calculations to be made on a basis reasonably satisfactory to the
Landlord and to assume that the interest expense attributable to any
Indebtedness (whether existing or being incurred) bearing a floating interest
rate shall be computed as if the rate in effect on the date of such Permitted
Acquisition (taking into account any Interest Rate Protection Agreement
applicable to such Indebtedness if such Interest Rate Protection Agreement has
a remaining term in excess of 12  Exhibit A-18 
   months) had been the
applicable rate for the entire period). 
For purposes of the Pro Forma Leverage Ratio, Consolidated Debt shall
not include the Trust Preferred Securities. Projections shall mean
the financial projections dated November 10, 1998, which include the projected
consolidated and consolidating results of the Company and its Subsidiaries
(including Essex) for at least the five fiscal years ended after the Initial
Borrowing Date. Quarterly Payment Date
shall mean the last Business Day of each fiscal quarter (including the fourth
fiscal quarter) of the Company. Real Property of any
Person shall mean all of the right, title and interest of such Person in and to
land, improvements and fixtures, including Leaseholds. Receivables Financing
Agreement shall mean (i) the Essex Funding Agreement and any refinancing
thereof, provided that the aggregate amount thereunder does not exceed
$225,000,000 and the then outstanding principal amount thereof is not increased
and the cost and other terms of any such replacement facility is on market
terms and conditions for similar receivables financing and/or factoring
facilities at the time of such refinancing; and (ii) a replacement accounts
receivable facility:  (it being
understood that such replacement facility may be in the form of a sale of
receivables and Receivables Related Assets or fractional undivided interests
therein); provided that, in each case, (x) the proceeds of such
replacement facility shall not be less than 75% of the book value (or, if
applicable, the fair market value) of such receivables and Receivables Related
Assets (subject to customary advance rates and discounts), in case such
replacement facility is structured as a sale, or the loans secured thereunder,
in case such facility is structured as a loan and (y) neither the Company nor
any of its Subsidiaries (other than a Receivables Subsidiary) provides,
directly or indirectly, any credit support with respect to such facility, other
than as described in clause (c)(ii) of the definition of Receivables
Subsidiary. Receivables Related
Assets shall mean accounts receivable and instruments, chattel papers,
obligations, general intangibles and other similar assets, in each case,
relating to receivables subject to a Receivables Financing Agreement, including
interests in merchandise or goods, the sale or lease of which gave rise to such
receivables, related contractual rights, guarantees, insurance proceeds,
collections, other related assets and proceeds of all of the foregoing. Receivables Subsidiary
shall mean (i) Essex Funding, in the case of a Receivables Financing Agreement
that meets the condition of clause (i) of the definition thereof, or (ii) a
wholly-owned Subsidiary of the Company (a) that is designated (as set forth
below) as a Receivables Subsidiary by the Board of Directors of the Company,
(b) that does not engage in, and whose charter prohibits it from engaging in,
any activities other than in connection with the Receivables Financing
Agreement on the terms otherwise permitted hereby, (c) no portion of the
Indebtedness or any other obligation (contingent or otherwise) thereof under
such Receivables Financing Agreement (i) is guaranteed by the Company or any
other Subsidiary of the Company, (ii) is recourse to or obligates the Company
or any other Subsidiary of the Company in any way other than pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with such Receivables Financing
Agreement or (iii) subjects any property or asset of the Company or any other
Subsidiary of the Company, directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection such a Receivables Financing Agreement, (d) with which
neither the Company nor any other Subsidiary of the Company has any material
contract, agreement, arrangement or understanding and (e) with respect to which
neither the Company nor any other Subsidiary of the Company has any obligation
to maintain or preserve such Subsidiarys financial  Exhibit A-19 
   condition or cause such
Subsidiary to achieve certain levels of operating results.  Any such designation by the Board of
Directors of the Company shall be evidenced by filing with the Administrative
Agent a certified copy of the resolutions of the Board of Directors of the
Company giving effect to such designation and a certificate of the chief
financial officer of the Company or other Authorized Officer of the Company
certifying that such designation complied with the foregoing conditions. Recovery Event shall
mean the receipt by either of the Borrowers or any of their respective
Subsidiaries of any cash insurance proceeds or condemnation award payable
(i) by reason of theft, loss, physical destruction or damage or any other
similar event with respect to any property or assets of either of the Borrowers
or any of their respective Subsidiaries and (ii) under any policy of
insurance required to be maintained under Section 7.03 of the Agreement. Refinancings shall have
the meaning provided in the recitals to the Agreement. Register shall have the
meaning provided in Section 7.12 of the Agreement. Regulation D shall mean
Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof
establishing reserve requirements. Regulation T shall mean
Regulation T of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or any portion thereof. Regulation U shall mean
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or any portion thereof. Regulation X shall mean
Regulation X of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or any portion thereof. Release means
disposing, discharging, injecting, spilling, pumping, leaking, leaching,
dumping, emitting, escaping, emptying, seeping, placing, pouring and the like,
into or upon any land or water or air, or otherwise entering into the
environment. Replaced Lender shall
have the meaning provided in Section 1.13 of the Agreement. Replacement Lender
shall have the meaning provided in Section 1.13 of the Agreement. Reportable Event shall
mean an event described in Section 4043(c) of ERISA with respect to a Plan
as to which the 30-day notice requirement has not been waived by the PGBC by
regulation. Required Lenders means
Non-Defaulting Lenders holding at least a majority of the outstanding Loans
(after giving effect to the Percentage of Swingline Loans of each
Non-Defaulting Revolving Loan Lender), Letter of Credit Outstandings and Total
Unutilized Revolving Loan Commitments held by Non-Defaulting Lenders. Returns shall have the
meaning provided in Section 6.18 of the Agreement. Revolving Loan shall
have the meaning provided in Section 1.01(c) of the Agreement and shall
include a Revolving Loan denominated in U.S. Dollars as well as an  Exhibit A-20 
   Alternate Currency Loan. Revolving Loan Lender
shall have the meaning provided in Section 1.01(c) of the Agreement. Revolving Loan
Commitment shall mean, with respect to each Lender, the amount set forth
opposite such Lenders name in Annex I to the Agreement directly below the
column entitled Revolving Loan Commitment, as the same may be reduced from
time to time pursuant to Section 3.02, Section 3.03, Section 9
of the Agreement and/or the definition of Total Revolving Loan Commitment. Revolving Loan Maturity
Date shall mean November 27, 2004. Revolving Note shall
have the meaning provided in Section 1.05(a) of the Agreement. Rollover Amount shall
have the meaning provided in Section 8.08(b) of this Exhibit E. Scheduled Repayments
shall mean Tranche A Term Loan Scheduled Repayments and Tranche B
Term Loan Scheduled Repayments. SEC shall mean the
Securities and Exchange Commission or any successor thereto. Section 4.04(b)(ii)
Certificate shall have the meaning provided in Section 4.04(b)(ii) of the
Agreement. Secured Creditors shall
mean the Administrative Agent, the Collateral Agent, the Lenders and each
Letter of Credit Issuer. Securities Act shall
mean the Securities Act of 1933, as amended. Security Agreement
shall have the meaning provided in Section 5.08(b) of the Agreement and
shall include any additional security agreement executed by the Borrowers or
any of their respective Subsidiaries pursuant to Section 7.11 of the
Agreement. Security Agreement
Collateral shall mean all the Pledged Collateral as defined in the Security
Agreement. Security Documents
shall mean and include the Security Agreement, the Pledge Agreement and each
Mortgage. Services Agreement
shall mean the services agreement between Alpine and the Parent, dated as of
October 2, 1996, as amended May 1, 1997 and May 1, 1998. S&P shall mean
Standard & Poors Ratings Service. Start Date shall have
the meaning provided in the definition of Interest Reduction Discount. Stated Amount of each
Letter of Credit shall mean the maximum amount available to be drawn thereunder
(regardless of whether any conditions for drawing could then be met).  Exhibit A-21 
   Subsidiary of any
Person shall mean and include (i) any corporation more than 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power
to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person directly or indirectly through
Subsidiaries and (ii) any partnership, association, joint venture or other
entity (other than a corporation) in which such Person directly or indirectly
through Subsidiaries, has more than a 50% equity interest at the time; in the
case of the Company, a Subsidiary of the Company shall include at any time
after the consummation of the Tender Offer, Essex and its Subsidiaries. Subsidiary Borrower
shall mean, at any time, any Subsidiary of the Company designated as a
Subsidiary Borrower by the Company in accordance with Section 1.15 of the
Agreement that has not ceased to be a Subsidiary Borrower pursuant to such
Section. Subsidiary Guarantor
shall mean (i) Essex, in respect of the Obligations of the Company
hereunder and (ii) each Subsidiary of each of the Company and Essex (other
than a Non-U.S. Subsidiary except to the extent otherwise provided in Section
8.14 of this Exhibit E) except for Essex Funding, any Receivables Subsidiary
and Essex Canada. Superior Preferred
Stock shall mean the 6% Cumulative Preferred Stock, par value $1.00 per share,
of Superior Telecommunications having an aggregate liquidation preference of
$20,000,000 (but shall include any Company preferred stock issued in exchange
therefor pursuant to clause (ii)(y) of Section 8.06 of this Exhibit
E). Superior
Telecommunications shall mean Superior Telecommunications Inc., a Georgia
corporation and Wholly-Owned Subsidiary of the Company. Superior Trust I shall
mean Superior Trust I, a statutory business trust formed under the laws of the
State of Delaware, the common securities of which shall be directly or
indirectly wholly owned by the Parent. Survey means a survey
of any Mortgaged Real Property (and all improvements thereon):  (i) prepared by a surveyor or engineer
licensed to perform surveys in the state, province or country where such
Mortgaged Real Property is located, (ii) dated (or redated) not earlier than
six months prior to the date of delivery thereof unless there shall have
occurred within the six months prior to such date of delivery any exterior
construction on the site of such Mortgaged Real Property, in which event such
survey shall be dated (or redated) after the completion of such construction or
if such construction shall not have been completed as of such date of delivery,
not earlier than 20 days prior to such date of delivery, (iii) certified
by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the
Collateral Agent and the Title Company and (iv) complying in all respects with
the minimum detail requirements of the American Land Title Association as such
requirements are in effect on the date of preparation of such survey. Swingline Expiry Date
shall mean the date which is five Business Days prior to the Revolving Loan
Maturity Date. Swingline Loan shall
have the meaning provided in Section 1.01(d) of the Agreement. Swingline Note shall
have the meaning provided in Section 1.05(a) of the Agreement. Syndication Agent shall
have the meaning provided in the first paragraph of the  Exhibit A-22 
   Agreement. Syndication Date shall
mean that date upon which the Administrative Agent determines (and notifies the
Borrowers and the Lenders) that the primary syndication (and resultant addition
of Persons as Lenders pursuant to Section 12.04(b) of the Agreement) has
been completed. Taking has the meaning
assigned to such term in each Mortgage. Tax Allocation
Agreements shall mean any tax sharing or tax allocation agreements entered
into, or to be entered into, by the Borrowers or any of their respective
Subsidiaries. Taxes shall have the
meaning provided in Section 4.04 of the Agreement. Tender Offer shall have
the meaning provided in the recitals to the Agreement. Tender Offer Cash
Consideration shall have the meaning provided in the recitals to the
Agreement. Tender Offer Documents
shall mean the Offer to Purchase, the Schedule 14D-1 filed by the Parent and
Acquisition Co, the Schedule 14D-9 filed by Essex and all amendments and
exhibits thereto and related documents filed with the SEC or distributed to the
stockholders of Essex. Term Loan shall mean
the Tranche A Term Loan or the Tranche B Term Loan. Term Loan Commitment
shall mean each Tranche A Term Loan Commitment and each Tranche B
Term Loan Commitment, with the Term Loan Commitment of any Lender at any time
to equal the sum of its Tranche A Term Loan Commitment and Tranche B
Term Loan Commitment as then in effect. Test Date shall have
the meaning provided in the definition of Interest Reduction Discount. Test Period shall mean
four consecutive fiscal quarters of the Company (taken as one accounting
period) ended, in the case of any determination of Interest Reduction Discount,
on the last day of each fiscal quarter or fiscal year of the Company and, in
all other cases, ended on the date indicated in the applicable Section hereof; provided,
with respect to the Test Periods ending prior to April 29, 2000, Consolidated
EBITDA and the Interest Coverage Ratio shall be measured in accordance with the
actual results for the period from November 1, 1998 through such last day of
such Test Period. Title Company shall
mean First American Title Insurance Company or such other title insurance or abstract
company as shall be designated by the Landlord. Total Commitments shall
mean, at any time, the sum of the Commitments of each of the Lenders. Total Consideration
Amount shall mean (with respect to any Permitted Acquisition, or series of
related Permitted Acquisitions) $50,000,000; provided that if at least
90% of the total consideration with respect thereto (as determined in
accordance with Section 8.02(l) of this Exhibit E) is paid in shares of
Parent Common Stock, such amount shall be $[200,000,000].  Exhibit A-23 
   Total Revolving Loan
Commitment shall mean the sum of the then Revolving Loan Commitments of each
of the Lenders, it being understood that the Total Revolving Loan Commitment as
of the Initial Borrowing Date shall be $225,000,000. Total Revolving
Outstandings shall mean, at any time, the sum of (i) the aggregate
principal amount of all Revolving Loans outstanding at such time, (ii) the
aggregate principal amount of all Swingline Loans outstanding at such time and
(iii) the aggregate amount of all Letter of Credit Outstandings at such
time. Total Term Loan
Commitment shall mean, at any time, the sum of the Total Tranche A Term
Loan Commitment and Total Tranche B Term Loan Commitment. Total Tranche A
Term Loan Commitment shall mean, at any time, the sum of the Tranche A
Term Loan Commitments of each of the Lenders. Total Tranche B
Term Loan Commitment shall mean, at any time, the sum of the Tranche B
Term Loan Commitments of each of the Lenders. Total Unutilized
Revolving Loan Commitment shall mean, at any time, (i) the Total
Revolving Loan Commitment at such time less (ii) Total Revolving Outstandings
at such time. Tranche shall mean the
respective facility and commitments utilized in making Loans hereunder, with
there being four separate Tranches; i.e., Tranche A Term Loans,
Tranche B Term Loans, Revolving Loans and Swingline Loans. Tranche A Term
Loan shall have the meaning provided in Section 1.01(a) of the Agreement. Tranche A Term Loan
Commitment shall mean, for each Lender, the amount set forth opposite such
Lenders name in Annex I to the Agreement directly below the column
entitled Tranche A Term Loan Commitment, as same may be (x) reduced from
time to time pursuant to Sections 3.03, 4.02 and/or 9 of the Agreement or (y)
adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.13 or 12.04 of the Agreement. Tranche A Term Loan
Lender shall have the meaning provided in Section 1.01(a) of the
Agreement. Tranche A Term Loan
Maturity Date shall mean May 27, 2004. Tranche A Term Loan
Scheduled Repayment shall have the meaning provided in Section 4.02(b) of
the Agreement. Tranche A Term Loan
Scheduled Repayment Date shall have the meaning provided in
Section 4.02(b) of the Agreement. Tranche A Term
Note shall have the meaning provided in Section 1.05(a) of the Agreement. Tranche B Term
Loan shall have the meaning provided in Section 1.01(b) of the Agreement. Tranche B Term Loan
Commitment shall mean, for each Lender, the amount set forth opposite such
Lenders name in Annex I to the Agreement hereto directly below the column  Exhibit A-24 
   entitled Tranche B
Term Loan Commitment, as same may be (x) reduced from time to time pursuant to
Sections 3.03, 4.02 and/or 9 of the Agreement or (y) adjusted from time to time
as a result of assignments to or from such Lender pursuant to Section 1.13
or 12.04 of the Agreement. Tranche B Term Loan
Lender shall have the meaning provided in Section 1.01(b) of the
Agreement. Tranche B Term Loan
Maturity Date shall mean November 27, 2005. Tranche B Term Loan
Scheduled Repayment shall have the meaning provided in Section 4.02(c) of
the Agreement. Tranche B Term Loan
Scheduled Repayment Date shall have the meaning provided in
Section 4.02(c) of the Agreement. Tranche B Term
Note shall have the meaning provided in Section 1.05(a) of the Agreement. Transaction shall have
the meaning provided in the recitals to the Agreement. Trust Preferred
Securities shall mean collectively: (i) the shares of Series A Cumulative
Convertible Exchangeable Trust Preferred Securities of Superior Trust I having
an aggregate liquidation preference of approximately $167,000,000; (ii) the
long-term, subordinated debenture issued by the Company and purchased by
Superior Trust I which, under certain circumstances, may be distributed to the
holders of the Series A Cumulative Convertible Exchangeable Trust Preferred
Securities (the Debenture); and (iii) shall include the guarantee by the
Company of dividend, redemption and liquidation payments as in effect on the
Initial Borrowing Date, all substantially in the form of Exhibit M hereto, with
such modifications consistent with the economic terms thereof, as to which the
Administrative Agent may agree, such agreement not to be unreasonably withheld
or delayed. Type shall mean any
type of Loan determined with respect to the interest option applicable thereto,
i.e., a Base Rate Loan or a Euro Rate Loan. UCC shall mean the
Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction. Unfunded Current
Liability of any Plan shall mean the amount, if any, by which the actuarial
present value of the accumulated plan benefits under the Plan as of the close
of its most recent plan year exceeds the fair market value of the assets
allocable thereto, each determined in accordance with Statement of Financial
Accounting Standards No. 87, based upon the actuarial assumptions used by
the Plans actuary in the most recent annual valuation of the Plan. Unpaid Drawing shall
have the meaning provided in Section 2.03(a) of the Agreement. Unutilized Revolving
Loan Commitment with respect to any Revolving Loan Lender, at any time, shall
mean such Lenders Revolving Loan Commitment at such time less the sum of (i)
the aggregate outstanding principal amount of Revolving Loans made by such
Lender (plus, in the case of BTCo, the aggregate outstanding principal amount
of Swingline Loans made by BTCo) and (ii) such Lenders Percentage of the
Letter of Credit Outstandings in respect of Letters of Credit issued under the
Agreement.  Exhibit A-25 
   U.S. Dollars and the
sign $ shall each mean freely transferable lawful money of the United States
of America. Wholly-Owned Domestic
Subsidiary shall mean, as to any Person, any Wholly-Owned Subsidiary of such
Person which is a Domestic Subsidiary. Wholly-Owned Non-U.S.
Subsidiary shall mean, as to any Person, any Wholly-Owned Subsidiary of such
Person which is a Non-U.S. Subsidiary. Wholly-Owned Subsidiary
shall mean, as to any Person, (i) any corporation 100% of whose capital
stock (other than directors qualifying shares and/or other nominal amounts of
shares required to be held other than by such Person under applicable law) is
at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries
of such Person and (ii) any partnership, association, joint venture or
other entity in which such Person and/or one or more Wholly-Owned Subsidiaries
of such Person has a 100% equity interest at such time. Written (whether lower
or upper case) or in writing shall mean any form of written communication or
a communication by means of telex, facsimile device, or telegraph or cable. Year 2000 Compliant
shall mean that all Information Systems and Equipment accurately process date
data (including, but not limited to, calculating, comparing and sequencing),
before, during and after the year 2000, as well as same and multi-century
dates, or between the years 1999 and 2000, taking into account all leap years,
including the fact that the year 2000 is a leap year, and further, that when
used in combination with, or interfacing with, other Information Systems and
Equipment, shall accurately accept, release and exchange date data, and shall
in all material respects continue to function in the same manner as it performs
today and shall not otherwise impair the accuracy or functionality of
Information Systems and Equipment. SECTION 8.  Negative Covenants.  Each of the Borrowers and the Parent hereby
covenants and agrees that, unless the Landlord consents thereto in writing, as
of the Initial Borrowing Date and thereafter for so long as the Agreement is in
effect and until the Total Commitments have terminated, no Letters of Credit
(other than Letters of Credit, together with all Fees that have accrued and
will accrue thereon through the stated termination date of such Letters of
Credit, which have been supported in a manner satisfactory to the Letter of
Credit Issuer in its sole and absolute discretion) or Notes are outstanding and
the Loans, together with interest, Fees and all other Obligations (other than
any indemnities described in Section 12.13 which are not then due and
payable) incurred hereunder, are paid in full: 8.01.  Changes in Business.  The Parent, the Company and Essex and their
respective Subsidiaries will not engage in any business other than the
businesses in which the Parent, the Borrowers and their respective Subsidiaries
are engaged in as of the Initial Borrowing Date and activities incidental thereto,
and similar or related businesses. 8.02.  Consolidation, Merger, Sale or Purchase
of Assets, etc.  The Company will
not, and will not permit any of its Subsidiaries to, wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or any part of its property or assets (other
than inventory in the ordinary course of business, including sales of inventory
on consignment in the ordinary course of business), or enter into any
partnerships, joint ventures or sale-leaseback transactions, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory,
materials and equipment in the ordinary course of business) of any Person,
except that  Exhibit A-26 
   the following shall be
permitted: (a)           the Company and its Subsidiaries may,
as lessee or lessor, enter into operating leases in the ordinary course of
business with respect to real or personal property; (b)           Capital Expenditures by the Company
and its Subsidiaries to the extent not in violation of Section 8.08 of
this Exhibit E; (c)           the advances, Investments and loans
permitted pursuant to Section 8.05 of this Exhibit E; (d)           the Company and its Subsidiaries may
sell assets no longer used in the business other than Mortgaged Real Property; provided
that the aggregate sale proceeds from all assets subject to such sales pursuant
to this clause (d) shall not exceed $25,000,000 in any consecutive twelve
month period of the Company (exclusive of sale proceeds in respect of obsolete,
outmoded or worn-out machinery, equipment, furniture or fixtures) and each such
asset sale subject to this clause (d) is for at least 85% cash and at fair
market value (as determined in good faith by the Company); (e)           the Company and its Subsidiaries may
sell or discount (x) without recourse, accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or
collection thereof or (y) accounts receivable pursuant to the Receivables
Financing Agreement; (f)            without limitation to
clause (d), the Company and its Subsidiaries may sell or exchange specific
items of machinery or equipment, so long as the proceeds of each such sale or
exchange is used (or contractually committed to be used) to acquire (and
results within 180 days of such sale or exchange in the acquisition of)
replacement items of machinery or equipment; (g)           the Company and its Subsidiaries may,
in the ordinary course of business, license, as licensor or licensee, patents,
trademarks, copyrights and know-how to third Persons and to one another, so
long as any such license by the Company or its Subsidiaries in its capacity as
licensor is permitted to be assigned pursuant to the Security Agreement (to the
extent that a security interest in such patents, trademarks, copyrights and
know-how is granted thereunder) and does not otherwise prohibit the granting of
a Lien by the Company or any of its Subsidiaries pursuant to the Security
Agreement in the intellectual property covered by such license; (h)           the assets of any Non-U.S. Subsidiary
of the Company may be transferred to the Company or any of its Subsidiaries,
and any Non-U.S. Subsidiary of the Company may be merged with and into, or be
dissolved or liquidated into, the Company or any of its Subsidiaries so long as
the Company or such Subsidiary is the surviving corporation of any such merger,
dissolution or liquidation and, except in the case of a transfer by the Israeli
Subsidiaries, the security interests, if any, granted to the Collateral Agent
for the benefit of the Secured Creditors pursuant to the Security Documents in
the assets so transferred shall remain in full force and effect and perfected
(to at least the same extent as in effect immediately prior to such transfer); (i)            any Domestic Subsidiary of the
Company may transfer assets to the Company or to any other Domestic Subsidiary
of the Company (other than a Receivables Subsidiary), so long as (i) if
the transferee is a Subsidiary, such Subsidiary is a Guarantor and
(ii) the security interests granted to the Collateral Agent for the
benefit of the Secured  Exhibit A-27 
   Creditors pursuant to the
Security Documents in the assets so transferred shall remain in full force and
effect and perfected (to at least the same extent as in effect immediately
prior to such transfer); (j)            any Domestic Subsidiary of the
Company may merge with and into, or be dissolved or liquidated into, the
Company so long as (i) the Company is the surviving corporation of any
such merger, dissolution or liquidation and (ii) the security interests
granted to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the Security Documents in the assets of such Domestic Subsidiary
shall remain in full force and effect and perfected (to at least the same
extent as in effect immediately prior to such merger, dissolution or
liquidation); (k)           any Domestic Subsidiary of the
Company may merge with and into, or be dissolved or liquidated into, any
Domestic Subsidiary of the Company so long as (i) such Domestic Subsidiary
is a Guarantor and is the surviving corporation of any such merger, dissolution
or liquidation and (ii) the security interests granted to the Collateral
Agent for the benefit of the Secured Creditors pursuant to the Security
Documents in the assets of such Domestic Subsidiary shall remain in full force
and effect and perfected (to at least the same extent as in effect immediately
prior to such merger, dissolution or liquidation); (l)            so long as no Default or Event of
Default then exists or would result therefrom (including giving pro forma
effect to such acquisition and any additional Indebtedness resulting therefrom
or incurred or assumed in connection therewith as if such acquisition had
occurred and such Indebtedness had been incurred as of the first day of the
most recently completed Test Period (including any other Permitted Acquisition
that occurred, and related Indebtedness that was incurred, during such Test
Period)), the Company and its Wholly-Owned Subsidiaries may acquire assets or
the capital stock of any Person (any such acquisition permitted by this
clause (l), a Permitted Acquisition); provided that (i) such
Person (or the assets so acquired) was, immediately prior to such acquisition,
engaged (or used) primarily in the business permitted pursuant to
Section 8.01 of this Exhibit E, (ii) if such acquisition is
structured as a stock or other equity acquisition, then either (A) the
Person so acquired becomes a Wholly-Owned Subsidiary of the Company and,
subject to Section 8.14 of this Exhibit E, a Guarantor or (B) such Person
is merged with and into the Company or a Wholly-Owned Subsidiary of the Company
that is a Guarantor (with the Company or such Wholly-Owned Subsidiary being the
surviving corporation of such merger), and in any case, all of the provisions
of Section 8.14 of this Exhibit E have been complied with in respect of such
Person, (iii) any Liens or Indebtedness assumed or issued in connection
with such acquisition is otherwise permitted under Section 8.03 or 8.04 of
this Exhibit E, as the case may be, and (iv) after giving effect thereto,
the Unutilized Revolving Loan Commitment would be at least $55,000,000; provided,
further, that any such Permitted Acquisition (or series of related
Permitted Acquisitions) involving total consideration (including, without
limitation, any earn-out, non-compete or deferred compensation arrangements and
the value of any Company securities, but not including any Indebtedness assumed
that complies with Section 8.04(m) of this Exhibit E) by the Company and
its Wholly-Owned Subsidiaries in excess of the Total Consideration Amount shall
not be consummated without the prior written consent of the Required Lenders;
and provided, further, that the Company shall have delivered to
the Landlord a certificate of the Chief Financial Officer of the Company
showing compliance (in reasonable detail as to pro forma calculations)
with all of the provisions of this paragraph (l); (m)          leases or subleases granted by the
Company or any of its Subsidiaries to third Persons not interfering in any
material respect with the business of the Company or any of its Subsidiaries;  Exhibit A-28 
   (n)           the Company and its Subsidiaries may,
in the ordinary course of business, sell, transfer or otherwise dispose of
patents, trademarks, copyrights and know-how which, in the reasonable judgment
of the Company or such Subsidiary, are determined to be uneconomical,
negligible or obsolete in the conduct of business; (o)           inactive or shell Subsidiaries
may be dissolved or otherwise liquidated; (p)           the Transaction and the merger of
Essex with and into Superior Telecommunications may be consummated; (q)           the purchase of the outstanding
equity interests in Cables of Zion that are not currently held by the Company
and its Subsidiaries, provided that the aggregate consideration does not
exceed $25,000,000; (r)            (I) the purchase of the Cvalim
Assets by the Israeli Subsidiaries for an aggregate consideration plus related
working capital, in an aggregate amount not to exceed $90,000,000, provided
such consideration is funded either (w) through investments, including by
way of guarantee, in an amount not to exceed $15,000,000, provided that
such investment is otherwise permitted by Section 8.05(p) of this Exhibit E or
(x) of the Agreement  through Indebtedness incurred by the Israeli
Subsidiaries or (y) through an intercompany loan made to the Israeli
Subsidiaries by the Company, provided that (i) such intercompany
loan is secured, on terms reasonably acceptable to the Administrative Agent,
with substantially all of the assets of the Israeli Subsidiaries (subject, in
certain cases, to Liens on assets pledged or otherwise provided as collateral
to secure governmental grants and other local obligations), including the
Cvalim Assets and (ii) such secured intercompany loan is pledged to the
Administrative Agent, on behalf of the Lenders, on terms acceptable to the
Administrative Agent or (z) through a combination of (w), (x) and (y) and
(II) vendor financing provided to support the local operations of the
Israeli Subsidiaries in an amount not to exceed $60,000,000; (s)           Investments in the Mexican Subsidiaries
to fund their development of certain manufacturing facilities in Mexico in an
aggregate amount not to exceed $80,000,000; provided that until
January 31, 2001, the amount of such Investments shall not exceed
$40,000,000 in the aggregate; and provided, further, that such
amount may either be funded (A) through Indebtedness incurred by the
Mexican Subsidiaries or (B) through intercompany loans, on terms
reasonably acceptable to the Administrative Agent, provided that
(i) such intercompany loans shall be secured, on terms reasonably
acceptable to the Administrative Agent, with all of the assets of the Mexican
Subsidiaries, including those contemplated to be built or constructed;
(ii) the Mexican Subsidiaries shall become Guarantors (it being understood
that such Guaranty is subject to the last sentence of Section 8.14 of this
Exhibit E) and (iii) such secured intercompany loans are pledged to the
Administrative Agent, on behalf of the Lenders, on terms acceptable to the
Administrative Agent or (C) up to $16,000,000 of equity or other similar
contributions, or (D) through a combination of (A), (B) and (C); and (t)            the acquisition of assets by the
Israeli Subsidiaries to the extent they are used or useful in the business of
the Israeli Subsidiaries, provided that no credit or other support is
provided thereby by the Parent, the Company or the other Subsidiaries of the
Company. To the extent the
Landlord waives the provisions of this Section 8.02 of this Exhibit E with
respect to the sale or other disposition of any Collateral, or any Collateral
is sold or otherwise disposed of as permitted by this Section 8.02 of this
Exhibit E, such Collateral in each case shall  Exhibit A-29 
   be sold or otherwise
disposed of free and clear of the Liens created by the Security Documents and
the Landlord shall take such actions (including, without limitation, directing
the Collateral Agent to take such actions) as are appropriate in connection
therewith. 8.03.  Liens.  The Company will not, and will not permit any Guarantor to,
create, incur, assume or suffer to exist any Lien upon or with respect to any
item constituting Collateral except for the Lien of the Security Documents
relating thereto, the Prior Liens applicable thereto and other Liens expressly
permitted by such Security Documents. 
The Company will not, and will not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist any Lien upon or with respect to any
property or assets of the Company or such Subsidiary which does not constitute
Collateral, whether now owned or hereafter acquired, or sell any such property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets or assign any right to receive income, or
file or permit the filing of any financing statement under the UCC or any other
similar notice of Lien under any similar recording or notice statute, except
the following (collectively referred to as Permitted Liens): (a)           inchoate Liens for taxes, assessments
or governmental charges of levies not yet due or Liens for taxes, assessments
or governmental charges or levies being contested in good faith and by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP; (b)           Liens in respect of property or
assets of the Company or any of its Subsidiaries imposed by law which were
incurred in the ordinary course of business or in connection with any Capital
Expenditure permitted by the terms of the Agreement and which have not arisen
to secure Indebtedness for borrowed money, such as carriers, warehousemens
and mechanics Liens, statutory landlords Liens, and other similar Liens
arising in the ordinary course of business, and which either (x) do not in
the aggregate materially detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of the
Company or any of its Subsidiaries or (y) are being contested in good
faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such
Lien; (c)           Liens in existence on the Initial
Borrowing Date which are listed, and the property subject thereto described, in
Annex III to the Agreement, and extensions, renewals or related refinancings
thereof, provided that such extensions, renewals or related refinancings
pursuant to Section 8.04(g) of this Exhibit E (x) do not increase the
obligations so secured and (y) apply to additional assets not subject to
the lien being extended or renewed; (d)           Liens arising from judgments, decrees
or attachments in circumstances not constituting an Event of Default under
Section 9.09 of the Agreement; (e)           Liens incurred or deposits made (x)
in the ordinary course of business in connection with workers compensation,
unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
government contracts, performance and return-of-money bonds and other similar
obligations incurred in the ordinary course of business (exclusive of
obligations in respect of the payment for borrowed money); and (y) to
secure the performance of leases of Real Property, to the extent incurred or
made in the ordinary course of business; (f)            licenses, leases or subleases
granted to third Persons not interfering in any material respect with the
business of the Company or any of its Subsidiaries;  Exhibit A-30 
   (g)           easements, zoning restrictions,
rights-of-way, restrictions, minor defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with
the ordinary conduct of the business of the Company or any of its Subsidiaries; (h)           Liens arising from precautionary UCC
financing statements regarding operating leases permitted by the Agreement; (i)            any interest or title of a licensor,
lessor or sublessor under any license or lease permitted by the Agreement; (j)            Liens created pursuant to Capital
Leases permitted pursuant to Section 8.04(i) of this Exhibit E; (k)           Liens arising pursuant to purchase
money mortgages or security interests securing Indebtedness representing the
purchase price (or financing of the purchase price within 90 days after the
respective purchase) of assets acquired after the Initial Borrowing Date; provided
that (i) any such Liens attach only to the assets so purchased,
(ii) the Indebtedness secured by any such Lien (including refinancings
thereof) does not exceed 100% of the lesser of the fair market value or the
purchase price of the property being purchased at the time of the incurrence of
such Indebtedness and (iii) the Indebtedness secured thereby is permitted
to be incurred pursuant to Section 8.04(i) of this Exhibit E; (l)            Liens on property or assets acquired
pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary
of the Company in existence at the time such Subsidiary is acquired pursuant to
a Permitted Acquisition; provided that (i) any Indebtedness that is
secured by such Liens is permitted to exist under Section 8.04(m) of this
Exhibit E, and (ii) such Liens are not incurred in connection with, or in
contemplation or anticipation of, such Permitted Acquisition and do not attach
to any other asset of the Company or any of its Subsidiaries; (m)          Liens on the receivables subject to
the Receivables Financing Agreement and Receivables Related Assets, in each
case securing the Receivables Financing Agreement; (n)           Liens set forth on Schedule 8.03(n)
to the Agreement securing Indebtedness of Essex or any of its Subsidiaries
pursuant to the Essex Capital Lease Facility; (o)           Liens on assets (other than the
capital stock) of the Israeli Subsidiaries to secure Indebtedness permitted
under Section 8.04(n) of this Exhibit E; (p)           Liens on assets (other than the
capital stock) of Essex Canada securing the Essex Canadian Facility and any
permitted refinancing thereof; (q)           Liens on the assets of the Mexican
Subsidiaries to secure Indebtedness permitted under Section 8.04(o) of this
Exhibit E; and (r)            additional Liens (on assets other
than the Collateral) incurred by the Company and its Subsidiaries so long as
the aggregate value of the property subject to such Liens, and the Indebtedness
and other obligations secured thereby, do not exceed $15,000,000.  Exhibit A-31 
   8.04.  Indebtedness.  The Company will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except (a)           Indebtedness incurred pursuant to the
Agreement and the other Credit Documents; (b)           the Floating Rate Facility and any
extensions, refinancings, replacements or restructurings (collectively,
refinancings) thereof; provided that the then outstanding principal
amount thereof is not increased and the terms and conditions of such
refinancings thereof are no more adverse in any material respect to the Company
or the Lenders than with respect to the Indebtedness being so refinanced, it
being understood that a refinancing at a fixed interest rate per annum of no
greater than 13% shall not be deemed more adverse; (c)           Indebtedness (together with other
obligations) of Essex Funding or any other Receivables Subsidiary incurred
pursuant to the Receivables Financing Agreement, provided that the
funded amount together with any other obligations or Indebtedness thereunder
does not at any time exceed $225,000,000; (d)           Indebtedness of Essex Canada under
the Essex Canadian Facility, and any refinancings thereof; provided that
the then outstanding principal amount thereof is not increased and the terms
and conditions of such refinancings thereof are no more adverse in any material
respect to the Company or the Lenders than with respect to the Indebtedness
being so refinanced; (e)           the Essex Capital Lease Facility,
provided the principal amount thereof at any time does not exceed $18,000,000,
and any refinancings thereof; provided that the then outstanding
principal amount thereof is not increased and the terms and conditions of such
refinancings thereof are no more adverse in any material respect to the Company
or the Lenders than with respect to the Indebtedness being so refinanced; (f)            letters of credit existing as of the
date hereof as set forth on Annex VII to the Agreement, and any extensions or
refinancings thereof; provided that the then outstanding face amounts thereof
are not increased and the terms and conditions of such refinancings thereof are
no more adverse in any material respect to the Company or the Lenders than with
respect to the Indebtedness being so refinanced; (g)           Existing Indebtedness outstanding on
the Initial Borrowing Date and listed on Annex VII to the Agreement, and any
refinancings thereof; provided that the then outstanding principal
amount thereof is not increased and the terms and conditions of such
refinancings thereof are no more adverse in any material respect to the Company
or the Lenders than with respect to the Indebtedness being so refinanced; (h)           Indebtedness under Interest Rate
Protection Agreements and Other Hedging Agreements permitted by
Section 8.05(d) of this Exhibit E; (i)            (A) Capitalized Lease
Obligations and Indebtedness of the Company and its Subsidiaries incurred after
the Initial Borrowing Date to purchase money Liens permitted under
Section 8.03(k) of this Exhibit E; provided that (i) all such
Capitalized Lease Obligations are permitted under Section 8.08 of this
Exhibit E and (ii) the sum of (x) the aggregate Capitalized Lease
Obligations outstanding at any time plus (y) the aggregate principal
amount of such purchase money Indebtedness outstanding at such time, together, shall
not exceed $20,000,000 and (B) Capital Lease Obligations existing on the
Initial Borrowing Date, as set forth on Annex VII to the Agreement;  Exhibit A-32 
   (j)            Indebtedness constituting
Intercompany Loans to the extent permitted by Section 8.05(g) of this
Exhibit E; (k)           Indebtedness of Non-U.S. Subsidiaries
to the Company or any of its Domestic Subsidiaries as a result of any
investment made pursuant to Section 8.05 of this Exhibit E; (l)            Indebtedness consisting of
guaranties (x) by the Company of Indebtedness, leases and other
contractual obligations permitted to be incurred by Subsidiaries of the Company
that are Guarantors and (y) by Non-U.S. Subsidiaries of the Company of
Indebtedness, leases and other contractual obligations permitted to be incurred
by the Company and its Subsidiaries; (m)          Indebtedness of a Subsidiary acquired
as a result of a Permitted Acquisition (or Indebtedness assumed at the time of
a Permitted Acquisition of an asset securing such Indebtedness); provided
that (i) such Indebtedness was not incurred in connection with, or in
anticipation or contemplation of, such Permitted Acquisition, (ii) at the
time of such Permitted Acquisition such Indebtedness does not exceed 25% of the
total then fair market value of the assets of the Subsidiary so acquired, or of
the asset so acquired, as the case may be, (iii) so long as, before and
after giving effect to such Permitted Acquisition, no Default or Event of
Default shall have occurred or would result therefrom and (iv) such Indebtedness
is not recourse to any assets of the Company or its Subsidiaries other than the
Subsidiary and assets so acquired; (n)           (A) the Indebtedness described
in Section 8.02(r)(I) of this Exhibit E and (B) other Indebtedness
incurred by the Israeli Subsidiaries, provided that no credit or other
support is provided thereby by the Parent, the Company or the other
Subsidiaries of the Company; (o)           additional Indebtedness of the
Mexican Subsidiaries in an amount not to exceed and intercompany loans made to
the Mexican Subsidiaries as contemplated by and in accordance with the terms of
Section 8.02(s) of this Exhibit E to fund the development of certain
manufacturing facilities in Mexico; (p)           additional Indebtedness of the
Company and its Subsidiaries not otherwise permitted hereunder not exceeding
$30,000,000 in aggregate principal amount at any time outstanding; provided,
however, that no more than $10,000,000 of such amount may be secured
Indebtedness. 8.05.  Advances, Investments and Loans.  The Company will not, and will not permit
any of its Subsidiaries to, lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any Person, or purchase
or own a futures contract or otherwise become liable for the purchase or sale
of currency or other commodities at a future date in the nature of a futures
contract, or hold any cash or Cash Equivalents (collectively, Invest­ments),
except: (a)           the Company and its Subsidiaries may
invest in or hold cash and Cash Equivalents, provided that any
Investments including cash other than Investments denominated in U.S. Dollars
shall only be made to the extent necessary to fund local operations of the
Non-U.S. Subsidiaries; (b)           the Company and its Subsidiaries may
acquire and hold receivables owing to it, if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms (including the dating of  Exhibit A-33 
   receivables) of the Company or such
Subsidiary; (c)           the Company and its Subsidiaries may
acquire and own Investments (including debt obligations) received in connection
with the bankruptcy or reorganization of suppliers and customers and in
settlement of delinquent obligations of, and other disputes with, customers and
suppliers arising in the ordinary course of business; (d)           (x) Interest Rate Protection
Agreements entered into to protect the Company against fluctuations in interest
rates in respect of the Obligations and not for speculative purposes,
(y) Other Hedging Agreements with respect to copper and other raw
materials to be used in the business of the Company and its Subsidiaries; provided
that such purchases are entered into in the ordinary course of business and for
bona fide business (and not speculative) purposes and (z) Other Hedging
Agreements with respect to currencies in which the Company and its Subsidiaries
transact business; provided that such agreement are designed to protect
against fluctuations in currency values and are entered into the ordinary
course of business and for bona fide business (and not speculative) purposes; (e)           advances, loans and Investments in
existence on the Initial Borrowing Date and listed on Annex V to the
Agreement shall be permitted, without giving effect to any additions thereto or
replacements thereof (except those additions or replacements which are existing
obligations as of the Initial Borrowing Date but only to the extent such
further obligations are described on such Annex V to the Agreement); (f)            deposits made in the ordinary course
of business to secure the performance of leases or other contractual
arrangements shall be permitted; (g)           the Company may make intercompany
loans and advances to any of its Subsidiaries that are Guarantors (so long as
they remain Guarantors) and any Subsidiary of the Company may make intercompany
loans and advances to the Company or any other Subsidiary of the Company that
is a Guarantor (so long as it remains a Guarantor) (collectively, Intercompany
Loans); (h)           loans and advances by the Company and
its Subsidiaries to employees of the Company and its Subsidiaries for moving
and travel expenses and other similar expenses or in connection with stock
purchases in each case incurred in the ordinary course of business shall be
permitted in an aggregate principal amount not to exceed $5,000,000 at any one
time outstanding; (i)            Permitted Acquisitions shall be
permitted; (j)            the Company and its Subsidiaries may
acquire and hold promissory notes and/or equity securities issued by the
purchaser or purchasers in connection with the sale of assets to the extent
permitted under Section 8.02(d) of this Exhibit E; (k)           Non-U.S. Subsidiaries may make
Investments in other Non-U.S. Subsidiaries (other than the Israeli
Subsidiaries); (l)            the Company may contribute cash to
one or more of its Subsidiaries that are or become Guarantors formed after the
Initial Borrowing Date in accordance with Section 8.14 of this Exhibit E
(including in connection with a Permitted Acquisition) so long as such
Subsidiary remains a Guarantor; (m)          the Company may make Investments in
Cables of Zion as permitted by  Exhibit A-34 
   Section 8.02(q) of this
Exhibit E; (n)  the Company may make the intercompany loans
to the Israeli Subsidiaries as permitted by Sections 8.02(r)(I)(y) and
8.02(r)(II) of this Exhibit E; (o)           the Company may make Investments in
the Mexican Subsidiaries as permitted by Section 8.02(s) of this Exhibit E; and (p)           the Company and its Subsidiaries may
make new or additional cash Investments in or to Persons (including, without
limitation, the investments contemplated by Section 8.02(r)(I)(w) of this
Exhibit E) in an amount not to exceed $25,000,000 outstanding at any one time
(giving effect to any repayments in cash, but without giving effect to any
distributions or profits thereon, write-downs or non-cash payments); provided
that, before and after giving effect to each such Investment, no Default or
Event of Default shall have occurred or result therefrom. 8.06.  Dividends, etc.  The Company will not, and will not permit
any of its Subsidiaries (other than the Israeli Subsidiaries) to, declare or
pay any dividends (other than dividends payable solely in common stock of the
Company or any such Subsidiary, as the case may be) or return any capital to,
its stockholders or authorize or make any other distribution, payment or
delivery of property or cash to its stockholders as such, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for any consideration,
any shares of any class of its capital stock, now or hereafter outstanding (or
any warrants for or options or stock appreciation rights (other than such
options or rights as are granted only to employees as compensation for their
employment) in respect of any of such shares), or set aside any funds for any
of the foregoing purposes, and the Company will not permit any of its
Subsidiaries (other than the Israeli Subsidiaries) to purchase or otherwise
acquire for consideration any shares of any class of the capital stock of the
Company or any Subsidiary of the Company now or hereafter outstanding (or any
options or warrants or such stock appreciation rights issued by such Person
with respect to its capital stock) (all of the foregoing Dividends, it being
understood that the payments made in accordance with the clauses contained in
the proviso of Section 8.07 of this Exhibit E shall not be deemed to be
Dividends), except that: (i)            any Subsidiary of the Company may
pay Dividends to the Company or any Subsidiary of the Company pro rata to the
shareholders thereof; (ii)           shares of the Superior Preferred
Stock and Trust Preferred Securities may be repurchased, provided that
the only consideration to be paid in connection therewith shall be shares of
(x) Parent Common Stock and/or (y) Parent preferred stock having terms
identical, in all material respects, to the Superior Preferred Securities or
the Trust Preferred Securities (including as to dividend rate and liquidation
preferences), as the case may be, except that the issuer thereof shall be the
Parent; (iii)          as long as no Default or Event of
Default shall then exist or result therefrom, regular quarterly cash dividends
on the Superior Preferred Stock and the Trust Preferred Securities in accordance
with the terms of their respective certificates of designation may be paid; (iv)          as long as no Default or Event of
Default shall then exist or result therefrom, with respect to each Dividend
Period, the Company may declare and pay a dividend on or repurchase the
Companys Common Stock in an amount not to exceed $5,700,000 plus a pro rata
incremental amount to the extent the Trust Preferred Securities have been
converted into Common Stock, based on the number of shares of Common Stock
outstanding as of the date hereof; provided that the ratio of
Consolidated EBITDA  Exhibit A-35 
   of the Company to
Consolidated Fixed Charges of the Company for such Dividend Period (determined
on a pro forma basis after giving effect to such dividend) exceeds 1.0
to 1.0, except that the amount of such dividend may exceed $5,700,000 (but may
not exceed $8,200,000) (plus the applicable incremental pro rata amount as
determined above) but only if such ratio for such Dividend Period exceeds 1.10
to 1; (v)           so long as no Default or Event of
Default shall have occurred or be continuing or would result therefrom,
Dividends paid by the Company to the Parent not earlier than the second
Business Day prior to the due date of any scheduled Interest payment on the
Debenture so long as the proceeds thereof are actually used at the time of such
dividend payment by the Parent to pay, on the scheduled quarterly interest
payment date, interest accrued on the Debenture; (vi)          Dividends paid by the Company to the
Parent so long as the proceeds thereof are used at the time of such dividend
payment by the Parent to pay out-of-pocket expenses for administrative, legal
and accounting services provided by third parties that are reasonable and
customary and incurred in the ordinary course of business for such professional
services or to pay franchise and similar costs; (vii)         Dividends paid by the Company to the
Parent so long as the proceeds thereof are used at the time of such dividend
payment by the Parent to make payments under the Services Agreement, provided,
however, that such Dividends shall not exceed $5,000,000 in any four
fiscal quarter period; and (viii)        Dividends paid by the Company to the
Parent so long as the proceeds thereof are used at the time of such dividend
payment by the Parent to pay a dividend on or repurchase the Parent Common
Stock. 8.07.  Transactions with Affiliates.  The Company will not, and will not permit
any of its Subsidiaries to, enter into any transaction or series of
transactions with any Affiliate other than in the ordinary course of business
and on terms and conditions substantially as favorable to the Company or such
Subsidiary as would be reasonably expected to be obtainable by the Company or
such Subsidiary at the time in a comparable arms-length transaction with a Person
other than an Affiliate; provided that the following shall in any event
be permitted:  (i) the Transaction
substantially in accordance with the terms of the Documents; (ii) the
performance of the Services Agreement, provided that (x) such
payments may not exceed $5,000,000 in any four fiscal quarter period and
(y) the portion of such payment for services described in
Section 3(b) thereof shall be subject to the arms-length standard
described in this Section 8.07; [(iii) the (x) Parent Tax
Allocation Agreement and the Company and its Domestic Subsidiaries may make
payments thereunder and (y) the Alpine Tax Allocation Agreement and the Company
and its Domestic Subsidiaries may make payments thereunder; (iv) transactions
between or among the Company and its Subsidiaries to the extent that such
transactions are otherwise specifically permitted under the Agreement and, in
the case of transactions with Subsidiaries that are not Guarantors, such
transactions are on arms-length terms and (v) on the date of consummation
of the Tender Offer, the payment of a transaction fee to Alpine in the amount
of $10,000,000. 8.08.  Capital Expenditures.  (a) 
The Company will not, and will not permit any of its Subsidiaries to,
make any Capital Expenditures during the period set forth below in excess of
the amount set forth below with respect to such period:  Exhibit A-36 
   ($in
  millions)Period
  Ending
  
  Amount01/31/2000
  
  $68.001/31/2001
  
  50.101/31/2002
  
  45.001/31/2003
  
  50.001/31/2004
  
  50.001/31/2005
  
  50.001/31/2006
  
  50.0
  (b)           In the event that the amount of
Capital Expenditures permitted to be made by the Company and its Subsidiaries
pursuant to clause (a) above in any fiscal 12-month period (before giving
effect to any increase in such permitted expenditure amount pursuant to this
clause (b)) is greater than the amount of such Capital Expenditures
actually made by the Company and its Subsidiaries during such fiscal year, such
excess (the Rollover Amount) may be carried forward and utilized to make
Capital Expenditures in succeeding fiscal years; provided that in no
event shall the aggregate amount of Capital Expenditures made by the Company
and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) of
this Exhibit E exceed 125% of the direct amount set forth for such fiscal year
in such Section 8.08(a) of this Exhibit E. (c)           Notwithstanding the proviso in
Section 8.08(b) of this Exhibit E, the Company and its Subsidiaries may
make additional Capital Expenditures with the Net Cash Proceeds of Asset Sales
to the extent such proceeds are not required to be applied to prepay the Loans
pursuant to Section 4.02(d) of the Agreement and such proceeds are
reinvested as required by Section 4.02(d) of the Agreement. (d)           The Company and its Subsidiaries may
make additional Capital Expenditures with the insurance proceeds received by
the Company or any of its Subsidiaries from any Taking or Destruction so long
as such Capital Expenditures are to replace or restore any properties or assets
in respect of which such proceeds were paid within one year following the date
of the receipt of such insurance proceeds to the extent such insurance proceeds
are not required to be applied to prepay the Loans pursuant to
Section 4.02(g) of the Agreement. (e)           The Company and its Wholly-Owned
Subsidiaries may make Permitted Acquisitions. (f)            The Company may make the Capital
Expenditures (x) contemplated by Section 8.02(q) of this Exhibit E and
(y) the Capital Expenditures as set forth in Schedule 8.08(f) of this
Exhibit E, and the amounts of such Capital Expenditures shall not reduce the
amount set forth in Section 8.08(a) of this Exhibit E. (g)           The Israeli Subsidiaries may make
additional Capital Expenditures to the extent necessary to fund their
operations, provided that no credit or other support is provided thereby
by the Parent, the Company or the other Subsidiaries of the Company. 8.09.  Minimum Consolidated EBITDA.  The Company will not permit Consolidated
EBITDA during any Test Period set forth below to be less than the amount set
forth below with respect to such Test Period:  Exhibit A-37 
   ($in millions)Test Period Ending:
  
  Amount:01/30/1999
  
  $36.004/30/1999
  
  60.007/31/1999
  
  130.010/31/1999
  
  180.001/31/2000
  
  260.004/30/2000
  
  270.007/31/2000
  
  280.010/31/2000
  
  290.001/31/2001
  
  300.004/30/2001
  
  300.007/31/2001
  
  310.010/31/2001
  
  320.001/31/2002
  
  330.004/30/2002
  
  340.007/31/2002
  
  350.010/31/2002
  
  355.001/31/2003
  
  360.004/30/2003
  
  365.007/31/2003
  
  370.010/31/2003
  
  375.001/31/2004
  
  380.004/30/2004
  
  380.007/31/2004
  
  380.010/31/2004
  
  380.001/31/2005 and the last day of each Fiscal Quarter
  thereafter
  
  380.0
  8.10.  Interest Coverage Ratio.  The Company will not permit the Interest
Coverage Ratio for any Test Period set forth below to be equal to or less than
the ratio set forth below with respect to such Test Period: Test Period Ending:
  
  Ratio::04/30/1999
  
  1.75x07/31/1999
  
  1.75x10/31/1999
  
  1.80x01/31/2000
  
  1.85x04/30/2000
  
  1.90x07/31/2000
  
  1.95x10/31/2000
  
  2.00x01/31/2001
  
  2.05x04/30/2001
  
  2.10x07/31/2001
  
  2.15x10/31/2001
  
  2.25x01/31/2002
  
  2.35x04/30/2002
  
  2.50x
  Exhibit A-38 
   07/31/2002
  
  2.75x10/31/2002
  
  3.00x01/31/2003
  
  3.00x04/30/2003
  
  3.25x07/31/2003
  
  3.25x10/31/2003
  
  3.50x01/31/2004
  
  3.50x04/30/2004
  
  3.50x07/31/2004
  
  3.50x10/31/2004
  
  3.50x01/31/2005 and the last day of each Fiscal Quarter
  thereafter
  
  3.50x
  8.11.  Leverage Ratio.  The Company will not permit the Pro Forma
Leverage Ratio at any time during the Test Period set forth below to be equal
to or more than the ratio set forth below with respect to such Test Period: Test Period Ending:
  
  Ratio::04/30/1999
  
  5.50x07/31/1999
  
  5.50x10/31/1999
  
  5.25x01/31/2000
  
  5.25x04/30/2000
  
  5.00x07/31/2000
  
  5.00x10/31/2000
  
  4.75x01/31/2001
  
  4.50x04/30/2001
  
  4.50x07/31/2001
  
  4.25x10/31/2001
  
  4.00x01/31/2002
  
  4.00x04/30/2002
  
  3.75x07/31/2002
  
  3.50x10/31/2002
  
  3.25x01/31/2003
  
  3.25x04/30/2003
  
  3.00x07/31/2003
  
  3.00x10/31/2003
  
  2.75x
  39 
   01/31/2004
  
  2.75x04/30/2004
  
  2.75x07/31/2004
  
  2.75x10/31/2004
  
  2.75x01/31/2005 and the last day of each Fiscal Quarter
  thereafter
  
  2.75x
  8.12.  Limitation on Voluntary Payments and
Modifications of Indebtedness; Modifications of Certificate of Incorporation,
By-Laws and Certain Other Agreements; Issuances of Capital Stock, etc.  The Company will not, and will not permit
any of its Subsidiaries to: (i)            make (or give any notice in respect
of) any voluntary or optional payment or prepayment on or redemption or
acquisition for value of (including, without limitation, by way of depositing
with the trustee with respect thereto or any other Person money or securities
before due for the purpose of paying when due) any Superior Preferred Stock or
Trust Preferred Securities except as permitted by clause (ii) of
Section 8.06 of this Exhibit E or the Floating Rate Facility except for
prepayments or refinancings otherwise permitted hereby; (ii)           amend or modify in any manner adverse
to the Company or the Lenders, or permit such an amendment or modification of,
any provision of the Superior Preferred Stock, Trust Preferred Securities or
Existing Indebtedness, including without limitation, the Essex Funding
Agreement, the Essex Capital Lease Facility and the Essex Canadian Facility,
except that the Company may repay Indebtedness pursuant to that certain lease agreement
dated as of May 10, 1995 (the Brownwood Lease) as amended, between
Superior Telecommunications and ALP (TX) QRS-11-28, Inc.; (iii)          amend, modify or change in any way
adverse to the interests of the Lenders, any Tax Allocation Agreement, its
Certificate of Incorporation (including, without limitation, by the filing or
modification of any certificate of designation) or By-Laws; and (iv)          issue any class of capital stock other
than common stock, provided that this clause (iv) is not applicable to
the Israeli Subsidiaries. 8.13.  Limitation on Certain Restrictions on
Subsidiaries.  The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, create
or otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or any other interest or
participation in its profits owned by the Company or any Subsidiary of the
Company, or pay any Indebtedness owed to the Company or a Subsidiary of the
Company, (b) make loans or advances to the Company or any of the Companys
Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law,
(ii) the Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Company or a Subsidiary of the Company, (iv) customary provisions
restricting assignment of any licensing agreement entered into by the Company
or a Subsidiary of the Company in the ordinary course of business, (v) in
the case of the Company and Superior Telecommunications, the Brownwood Lease, (vi) the
restrictions contained in the Essex Funding Agreement, the Essex Capital Lease
Facility and the Essex Canadian Facility, each as in effect as  40 
   of the date hereof
and any refinancing thereof so long as the terms and conditions of any such
refinancings are no more adverse in any material respect to the Company or the
Lenders than with respect to the Indebtedness being so refinanced,
(vii) customary provisions restricting the transfer of or by those assets
pursuant to, and subject to other Liens permitted under Section 8.03(h),
(i), (j), (k) or (l) of this Exhibit E and (viii) restrictions or
encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a
Permitted Acquisition (or Indebtedness assumed at the time of a Permitted
Acquisition) or an asset securing such Indebtedness, provided that such
Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, such Permitted Acquisition, provided, further,
such restrictions or encumbrances apply solely to such Subsidiary or asset so
acquired. 8.14.  Limitation on the Creation of
Subsidiaries.  Notwithstanding
anything to the contrary contained in the Agreement, the Company will not, and
will not permit any of its Subsidiaries to, establish, create or acquire any Subsidiary;
provided that the Company and its Wholly-Owned Subsidiaries shall be
permitted to establish or create Subsidiaries so long as, in each case, (i) at
least 15 days prior written notice thereof is given to the Administrative
Agent (or such shorter period of time as is acceptable to the Administrative
Agent), (ii) unless otherwise consented to by the Administrative Agent because
such Subsidiary is a Non-U.S. Subsidiary, the capital stock of such new
Subsidiary is promptly pledged pursuant to, and to the extent required by, the
Agreement and the Pledge Agreement and the certificates, if any, representing
such stock, together with stock powers duly executed in blank, are delivered to
the Collateral Agent, (iii) unless otherwise consented to by the Administrative
Agent because such Subsidiary is (x) a Non-U.S. Subsidiary or (y) a Receivables
Subsidiary, such new Subsidiary promptly executes a Guaranty, the Pledge
Agreement and the Security Agreement, and (iv) to the extent requested by the
Administrative Agent or the Required Lenders, all actions required pursuant to
Section 7.11 are taken; provided that no such action will be
required by any new Subsidiary (that is not a Wholly-Owned Subsidiary) to the
extent such new Subsidiary is a party to a preexisting agreement which
prohibits such new Subsidiary from executing a Guaranty; provided, further,
such preexisting agreement was not entered into for the purpose of avoiding the
requirements of Section 8.14 and the restrictions contained therein are no
more adverse to the Company and its Subsidiaries than to the other equity
owners in such new Subsidiary.  In
addition, each new Subsidiary that is required to execute any Credit Document
shall execute and deliver, or cause to be executed and delivered, all other relevant
documentation of the type described in Section 5 as such new Subsidiary
would have had to deliver if such new Subsidiary were a Credit Party on the
Initial Borrowing Date.  The Company may
request the Administrative Agent, on behalf of the Lenders, to consent,
effective after the completion of the Companys second full fiscal year after
the Initial Borrowing Date, to the release of the Guaranty by the Mexican
Subsidiaries and the reduction of any pledged securities not to exceed 65%,
which consent may not be unreasonably withheld or delayed. 8.15.  Limitation on Acquisition Co.  The Company shall not permit Acquisition Co,
at any time prior to the consummation of the Merger, to engage in any
activities other than to (a) hold Margin Stock (it being understood that
Acquisition Co. may sell the outstanding common stock of Essex International
for the fair market value thereof so long as the proceeds received from such
sale are in the form of cash and/or Cash Equivalents) and (b) merge with and
into Essex International pursuant to the terms of the Merger Agreement. 8.16.  Covenants of Essex.  Prior to the consummation of the Merger,
Essex shall not, and shall not permit any of its Subsidiaries to, take any
action that would cause the Company to be in violation of any of the covenants
contained in Section 7 or 8 hereof. 8.17.  Limitation of Activities of Parent.  The Parent shall not (i) hold or
acquire any assets (other than (A) the capital stock of the Borrower and
Superior Trust I and (B) [TO COME], (ii) incur any Indebtedness
(other than the Debenture and obligations in connection with  41 
   its day to day
activities in the ordinary course), or (iii) conduct any business or have
any operations, other than holding the capital stock and assets permitted by
clause (i) above and activities reasonably related thereto.  42