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Exhibit 10.3  





      



SUPERIOR ESSEX COMMUNICATIONS LLC



and



ESSEX GROUP, INC.,



as Issuers,



THE GUARANTORS PARTY HERETO,



as Guarantors



9% Senior Notes due 2012  


       





 
 

INDENTURE    
    


Dated as of April 14, 2004  






THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee  







  
 

    CROSS-REFERENCE TABLE*    
    



	Trust Indenture Act Section
 
	 	Indenture

Section

	310(a)(1)	 	7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (a)(5)	 	7.10
	      (b)	 	7.3, 7.8, 7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.5
	      (b)	 	13.3
	      (c)	 	13.3
	313(a)	 	7.6
	      (b)(1)	 	N.A.
	      (b)(2)	 	7.6
	      (c)	 	7.6, 13.2
	314(a)	 	4.3, 4.4
	      (b)	 	N.A.
	      (c)(1)	 	13.4
	      (c)(2)	 	13.4
	      (c)(3)	 	13.4
	      (d)	 	N.A.
	      (e)	 	13.5
	      (f)	 	N.A.
	315(a)	 	7.2
	      (b)	 	7.5, 13.2
	      (c)	 	7.1
	      (d)	 	7.1
	      (e)	 	6.12
	316(a)(last sentence)	 	2.9
	      (a)(1)(A)	 	6.5
	      (a)(1)(B)	 	6.4
	      (a)(2)	 	N.A.
	      (b)	 	6.7
	      (c)	 	N.A.
	317(a)(1)	 	6.8
	      (a)(2)	 	6.10
	      (b)	 	2.4
	318(a)	 	13.1
	      (b)	 	N.A.
	      (c)	 	13.1







N.A.
means not applicable. 


	*
	This
Cross-Reference Table shall not, for any purpose, be deemed a part of the Indenture. 








  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE I
	

DEFINITIONS AND INCORPORATION BY REFERENCE
	

Section 1.1	
 	

Definitions.	
 	

1
	Section 1.2	 	Other Definitions.	 	20
	Section 1.3	 	Incorporation by Reference of Trust Indenture Act.	 	21
	Section 1.4	 	Rules of Construction.	 	21
	Section 1.5	 	Acts of Holders.	 	21
	

ARTICLE II
	

THE NOTES
	

Section 2.1	
 	

Form and Dating.	
 	

22
	Section 2.2	 	Execution and Authentication.	 	23
	Section 2.3	 	Registrar and Paying Agent.	 	23
	Section 2.4	 	Paying Agents to Hold Money in Trust.	 	24
	Section 2.5	 	Holder Lists.	 	24
	Section 2.6	 	Transfer and Exchange.	 	24
	Section 2.7	 	Replacement Notes.	 	32
	Section 2.8	 	Outstanding Notes.	 	32
	Section 2.9	 	Treasury Notes.	 	32
	Section 2.10	 	Temporary Notes.	 	32
	Section 2.11	 	Cancellation.	 	33
	Section 2.12	 	Defaulted Interest.	 	33
	Section 2.13	 	Persons Deemed Owners.	 	33
	Section 2.14	 	CUSIP Numbers.	 	33
	Section 2.15	 	Designation.	 	33
	

ARTICLE III
	

REDEMPTION AND REPURCHASE
	

Section 3.1	
 	

Notices to Trustee.	
 	

34
	Section 3.2	 	Selection of Notes.	 	34
	Section 3.3	 	Notice of Optional or Special Redemption.	 	35
	Section 3.4	 	Effect of Notice of Redemption.	 	35
	Section 3.5	 	Deposit of Redemption Price or Purchase Price.	 	36
	Section 3.6	 	Notes Redeemed or Repurchased in Part.	 	36
	Section 3.7	 	Optional Redemption.	 	36
	Section 3.8	 	Special Redemption.	 	36
	Section 3.9	 	Repurchase upon Change of Control Offer.	 	37
	Section 3.10	 	Repurchase upon Application of Excess Proceeds.	 	38
	

ARTICLE IV
	

COVENANTS
	

Section 4.1	
 	

Payment of Principal and Interest.	
 	

40
	Section 4.2	 	Maintenance of Office or Agency.	 	40
	Section 4.3	 	Reports.	 	41
	Section 4.4	 	Compliance Certificate.	 	42
	 	 	 	 	 





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	Section 4.5	 	Taxes.	 	42
	Section 4.6	 	Stay, Extension and Usury Laws.	 	42
	Section 4.7	 	Limitation on Restricted Payments.	 	43
	Section 4.8	 	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	 	45
	Section 4.9	 	Limitation on Incurrence of Additional Indebtedness.	 	46
	Section 4.10	 	Limitation on Asset Sales.	 	47
	Section 4.11	 	Limitations on Transactions with Affiliates.	 	48
	Section 4.12	 	Limitation on Liens.	 	50
	Section 4.13	 	Continued Existence.	 	50
	Section 4.14	 	Insurance Matters.	 	51
	Section 4.15	 	Offer to Repurchase upon Change of Control.	 	51
	Section 4.16	 	Additional Subsidiary Guarantees.	 	52
	Section 4.17	 	Conduct of Business.	 	52
	Section 4.18	 	Payments for Consent.	 	52
	Section 4.19	 	Limitation on Preferred Stock of Restricted Subsidiaries.	 	52
	

ARTICLE V
	

SUCCESSORS
	

Section 5.1	
 	

Merger, Consolidation and or Sale of Assets.	
 	

53
	Section 5.2	 	Successor Corporation Substituted.	 	54
	

ARTICLE VI
	

DEFAULTS AND REMEDIES
	

Section 6.1	
 	

Events of Default.	
 	

55
	Section 6.2	 	Acceleration.	 	57
	Section 6.3	 	Other Remedies.	 	57
	Section 6.4	 	Waiver of Past Defaults.	 	58
	Section 6.5	 	Control by Majority.	 	58
	Section 6.6	 	Limitation on Suits.	 	58
	Section 6.7	 	Rights of Holders of Notes to Receive Payment.	 	58
	Section 6.8	 	Collection Suit by Trustee.	 	58
	Section 6.9	 	[Intentionally Omitted].	 	59
	Section 6.10	 	Trustee May File Proofs of Claim.	 	59
	Section 6.11	 	Priorities.	 	59
	Section 6.12	 	Undertaking for Costs.	 	59
	

ARTICLE VII
	

TRUSTEE
	

Section 7.1	
 	

Duties of Trustee.	
 	

60
	Section 7.2	 	Rights of Trustee.	 	61
	Section 7.3	 	Individual Rights of Trustee.	 	62
	Section 7.4	 	Trustee's Disclaimer.	 	62
	Section 7.5	 	Notice of Defaults.	 	62
	Section 7.6	 	Reports by Trustee to Holder of the Notes.	 	62
	Section 7.7	 	Compensation, Reimbursement and Indemnity.	 	63
	Section 7.8	 	Replacement of Trustee.	 	63
	Section 7.9	 	Successor Trustee by Merger, Etc.	 	64
	 	 	 	 	 



ii








 

	Section 7.10	 	Eligibility; Disqualification.	 	64
	Section 7.11	 	Preferential Collection of Claims Against Issuers.	 	64
	

ARTICLE VIII
	

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	

Section 8.1	
 	

Option to Effect Legal Defeasance or Covenant Defeasance.	
 	

65
	Section 8.2	 	Legal Defeasance and Discharge.	 	65
	Section 8.3	 	Covenant Defeasance.	 	65
	Section 8.4	 	Conditions to Legal or Covenant Defeasance.	 	66
	Section 8.5	 	Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions.	 	67
	Section 8.6	 	Repayment to the Issuers.	 	67
	Section 8.7	 	Reinstatement.	 	68
	

ARTICLE IX
	

AMENDMENT, SUPPLEMENT AND WAIVER
	

Section 9.1	
 	

Without Consent of Holders of Notes.	
 	

68
	Section 9.2	 	With Consent of Holders of Notes.	 	69
	Section 9.3	 	Compliance with Trust Indenture Act.	 	70
	Section 9.4	 	Revocation and Effect of Consents.	 	70
	Section 9.5	 	Notation on or Exchange of Notes.	 	70
	Section 9.6	 	Trustee to Sign Amendment, Etc.	 	70
	

ARTICLE X
	

[INTENTIONALLY OMITTED]
	

ARTICLE XI
	

GUARANTEE
	

Section 11.1	
 	

Unconditional Guarantee.	
 	

71
	Section 11.2	 	Severability.	 	71
	Section 11.3	 	Limitation of Guarantor's Liability.	 	71
	Section 11.4	 	Release of Guarantor.	 	72
	Section 11.5	 	Contribution.	 	72
	Section 11.6	 	Waiver of Subrogation.	 	72
	Section 11.7	 	Execution of Guarantee.	 	73
	Section 11.8	 	Waiver of Stay, Extension or Usury Laws.	 	73
	

ARTICLE XII
	

SATISFACTION AND DISCHARGE
	

Section 12.1	
 	

Satisfaction and Discharge.	
 	

73
	Section 12.2	 	Application of Trust.	 	74
	

ARTICLE XIII
	

MISCELLANEOUS
	

Section 13.1	
 	

Trust Indenture Act Controls.	
 	

74
	Section 13.2	 	Notices.	 	74
	Section 13.3	 	Communication by Holders of Notes with Other Holders of Notes.	 	75
	 	 	 	 	 





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	Section 13.4	 	Certificate and Opinion as to Conditions Precedent.	 	75
	Section 13.5	 	Statements Required in Certificate or Opinion.	 	76
	Section 13.6	 	Rules by Trustee and Agents.	 	76
	Section 13.7	 	No Personal Liability of Directors, Managers, Officers, Employees, Members and Stockholders.	 	76
	Section 13.8	 	Governing Law.	 	76
	Section 13.9	 	No Adverse Interpretation of Other Agreements.	 	77
	Section 13.10	 	Successors.	 	77
	Section 13.11	 	Severability.	 	77
	Section 13.12	 	Counterpart Originals.	 	77
	Section 13.13	 	Table of Contents, Headings, Etc.	 	77
	Section 13.14	 	Qualification of Indenture.	 	77





EXHIBITS  



	Exhibit A	 	Form of Series A Note
	Exhibit B	 	Form of Series B Note
	Exhibit C	 	Form of Guarantee
	Exhibit D(1)	 	Form of Regulation S Certificate
	Exhibit D(2)	 	Form of Certificate to Be Delivered upon Exchange or Registration of Transfer of Notes
	Exhibit E	 	Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
	Exhibit F	 	Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S




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INDENTURE  


        INDENTURE dated as of April 14, 2004 among Superior Essex Communications LLC, a Delaware limited liability company ("Superior Essex
Communications"), and Essex Group, Inc., a Michigan corporation, as joint and several obligors (each an "Issuer" and
together, the "Issuers"), the Guarantors (as defined herein) listed on Schedule A hereto, and The Bank of New York Trust Company, N.A., a
national banking association, as trustee (the "Trustee"). 


        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Issuers' 9% Senior Notes due 2012: 


ARTICLE I



DEFINITIONS AND INCORPORATION BY REFERENCE  


        Section 1.1 Definitions. 



        "Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Issuers or at the time it merges or consolidates with or into the Issuers or any of their Subsidiaries or assumed in connection with the acquisition of assets (including capital
stock) from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Issuers or such
acquisition, merger or consolidation. 



        "Acquisition Agreement" means the Asset Purchase Agreement dated as of March 18, 2004 among Superior Essex Communications, as
Purchaser, and Belden Communications Company and Belden (Canada) Inc., as Seller. 


        "Additional Interest" means all additional interest then owing pursuant to Section 4 of the Registration Rights Agreement. 


        "Additional Notes" means Notes, in addition to, and having identical terms as, the $257,100,000 aggregate principal amount of
Series A Notes issued on the Issue Date (or the Series B Notes issued in
exchange for the Series A Notes issued on the Issue Date), issued pursuant to Article II hereof and in compliance with Section 4.9 hereof. 


        "Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the
foregoing. 


        "Agent" means any Registrar, Paying Agent or co-registrar. 


        "Asset Acquisition" means (1) an Investment by the Issuers or any Restricted Subsidiary of the Issuers in any other Person pursuant
to which such Person shall become a Restricted Subsidiary of the Issuers or any Restricted Subsidiary of the Issuers, or shall be merged with or into the Issuers or any Restricted Subsidiary of the
Issuers, or (2) the acquisition by the Issuers or any Restricted Subsidiary of the Issuers of the assets of any Person (other than a Restricted Subsidiary of the Issuers) which constitute all
or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of
business; provided that the Belden Acquisition shall not constitute an Asset Acquisition for purposes of this Indenture. 


        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other disposition or transfer for value by the Issuers or any of their Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person
other than the Issuers or a Wholly Owned Restricted Subsidiary 







 



of
the Issuers of (1) any Capital Stock of any Restricted Subsidiary of the Issuers; or (2) any other property or assets of the Issuers or any Restricted Subsidiary of the Issuers other
than in the ordinary course of business; provided, however, that asset sales or other dispositions shall
not include (a) a transaction or series of related transactions for which the Issuers or their Restricted Subsidiaries receive aggregate consideration of less than $2.0 million;
(b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Issuers as permitted under Section 5.1 hereof; (c) any Restricted
Payment permitted under Section 4.7 hereof or that constitutes a Permitted Investment; (d) the sale or discount, in each case without recourse, of accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or collection thereof; (e) disposals or replacements of obsolete or worn out equipment; (f) licenses, as licensor
or licensee, of patents, trademarks, copyrights and know-how to third Persons in the ordinary course of business; (g) leases or subleases granted by an Issuer or any Restricted
Subsidiary to third Persons in arm's-length transactions and not interfering in any material respect with the business of the Issuers or any Restricted Subsidiary; (h) transfers or other
dispositions of inventory in the ordinary course of business; and (i) transfers or other dispositions to any Issuer or to a Subsidiary to any other Person if after giving effect to such
transfer or other disposition such other Person becomes a Wholly Owned Subsidiary of an Issuer. 


        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 


        "Belden Acquisition" shall mean the acquisition of certain assets pursuant to the Acquisition Agreement. 



        "Board of Directors" means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized
committee thereof. 


        "Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and, if required by this Indenture, delivered to the
Trustee. 



        "Brownwood Lease" means that certain Lease Agreement, dated as of December 16, 1993, as amended, between Superior Essex
Communications (f/k/a Superior Telecommunications Inc.) and ST (TX) LP. 


        "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or Atlanta,
Georgia are authorized by law, regulation or executive order to remain closed. If a payment date is not a Business Day, payment may be made at that place on the next succeeding day that is a Business
Day, and no interest shall accrue for the intervening period. 


        "Capital Stock" means 



        (1)   with
respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of
corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and 


        (2)   with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests (however designated and whether or not voting) of
such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing. 




        "Capitalized Lease Obligation" means, as to any Person, the Indebtedness represented by obligations of such Person under a lease that are
required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such Indebtedness at 


2







 

any
date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP. 


        "Cash Equivalents" means: 



        (1)   marketable
direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and backed by
the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; 



        (2)   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 or
the District of Columbia maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard &
Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"); 


        (3)   commercial
paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P
or at least P-1 from Moody's; 


        (4)   certificates
of deposit, money market deposit accounts, time deposit accounts, term deposit accounts or bankers' acceptances maturing within one year from the date of
acquisition thereof issued or held by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at
the date of acquisition thereof combined capital and surplus of not less than $250.0 million; 


        (5)   repurchase
obligations with a term of not more than thirty days for underlying securities of the types described in clause (1) above entered into with any bank
meeting the qualifications specified in clause (4) above; and 


        (6)   investments
in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above. 




        "Change of Control" means the occurrence of one or more of the following events after the Issue Date: 



        (1)   any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of either of the Issuers,
Intermediate Holdings or Holdings to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof (whether or not
otherwise in compliance with the provisions of this Indenture); 


        (2)   the
approval by the holders of Capital Stock of either of the Issuers, Intermediate Holdings or Holdings, as the case may be, of any plan or proposal for the liquidation
or dissolution of either of the Issuers, Intermediate Holdings or Holdings, as the case may be (whether or not otherwise in compliance with the provisions of this Indenture); 


        (3)   any
Person or Group (other than any entity formed for the purpose of owning Capital Stock of the Issuers) shall become the owner, directly or indirectly, beneficially or
of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of either of the Issuers, Intermediate Holdings or
Holdings; or 


        (4)   the
replacement of a majority of the Board of Directors of either of the Issuers, Intermediate Holdings or Holdings over a two-year period from the directors
who constituted the Board of Directors of either of the Issuers, Intermediate Holdings or Holdings, as the case may be, at the beginning of such period, and such replacement shall not have been
approved by a vote of at least a majority of the Board of Directors of either of the Issuers, Intermediate Holdings or 



3







 




Holdings,
as the case may be, then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was
previously so approved. 




        "China Joint Venture" means a joint venture entity through which the Issuers conduct substantially all of their magnet wire business in
the People's Republic of China. 


        "Clearstream" means Clearstream Banking, Société Anonyme, Luxembourg. 


        "Commission" means the Securities and Exchange Commission. 


        "Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and
whether voting or non-voting) of, such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes
of such common stock. 


        "Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of: 



        (1)   Consolidated
Net Income; 


        (2)   to
the extent Consolidated Net Income has been reduced thereby, 



        (a)   all
federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries, paid or accrued in accordance with GAAP for such period; 


        (b)   Consolidated
Interest Expense; and 


        (c)   Consolidated
Non-Cash Charges; and 




        (3)   to
the extent Consolidated Net Income has been increased thereby, less any non-cash items increasing Consolidated Net Income for such period, all as
determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP. 




        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the
four full fiscal quarters (the "Four Quarter Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated
Fixed Charge Coverage Ratio for which financial statements are available (the "Transaction Date") to the aggregate amount of Consolidated Fixed Charges
of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such calculation to: 



        (1)   the
incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the net proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter
Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the net proceeds thereof), occurred on the first day of the Four Quarter
Period; 


        (2)   any
asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Exchange Act) 



4







 




attributable
to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or
liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness
of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness; and 


        (3)   solely
in connection with the calculation of any Four Quarter Period which would otherwise include any period ending on or prior to December 31, 2003,
Consolidated EBITDA shall be calculated: (x) in respect of any Transaction Date occurring after the Issue Date and on or before July 31, 2004, as 4 times Consolidated EBITDA for the
fiscal quarter ended March 31, 2004, (y) in respect of any Transaction Date occurring after July 31, 2004 and on or before October 31, 2004, as 2 times the sum of
(1) Consolidated EBITDA for the fiscal quarter ended March 31, 2004 plus (2) Consolidated EBITDA for the fiscal quarter ending
June 30, 2004 and (z) in respect of any Transaction Date occurring after October 31, 2004 and on or before January 31, 2004, as 4/3 times the sum of
(1) Consolidated EBITDA for the fiscal quarter ending March 31, 2004, plus (2) Consolidated EBITDA for the fiscal quarter ending
June 30, 2004 and (3) Consolidated EBITDA for the fiscal quarter ending September 30, 2004. 




        Furthermore,
in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio": 



        (1)   interest
on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed
to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and 


        (2)   notwithstanding
clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to
Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. 




        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: 



        (1)   Consolidated
Interest Expense; plus 


        (2)   the
product of (x) the aggregate amount of all cash dividend payments and other distributions on any series of Preferred Stock of such Person and, to the extent
permitted under this Indenture, its Restricted Subsidiaries (other than dividends and other distributions paid in Qualified Capital Stock and other than dividends paid by a Restricted Subsidiary of
such Person to such Person or to a Wholly Owned Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined federal, state and local income tax rate of such Person, expressed as a decimal. 




        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication: 



        (1)   the
aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP,
including without limitation, (a) any amortization of debt discount (provided that any amortization of bond premium 



5







 

will
be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense); (b) the net costs
under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and 


        (2)   the
interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP. 




        For
the purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Issuers and their Subsidiaries
with respect to interest rate agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Issuers. Notwithstanding anything to the contrary
contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction pursuant to which the Issuers or their Restricted Subsidiaries may sell, convey
or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense. 



        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP, plus, solely for purposes of the covenant described under "Certain Covenants—Limitation
on Restricted Payments," the amount of any cash dividends or cash distributions received by such Person from Unrestricted Subsidiaries, and plus, for all purposes, cash dividends or cash distributions
out of net income received in connection with the China Joint Venture, which shall be included in the computation of Consolidated Net Income for all purposes hereunder;  provided that there shall be
excluded therefrom 



        (1)   after-tax
gains (net of losses) from Asset Sales (without regard to the limitations set forth in the definition thereof) other than in the ordinary course of
business or abandonments or reserves relating thereto; 


        (2)   after-tax
items classified as extraordinary or nonrecurring gains (net of losses); 


        (3)   the
net income (but not loss) of any Restricted Subsidiary of the referenced Person to the extent that the payment of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted by a contract (other than this Indenture), operation of law or otherwise, but only to the extent such restriction would prevent such Restricted
Subsidiary from being able to pay dividends or make other distributions; 


        (4)   the
net income of any Person, other than a Restricted Subsidiary of the referenced Person, except to the extent of cash dividends or distributions paid to the referenced
Person or to a Wholly Owned Restricted Subsidiary of the referenced Person by such Person; 


        (5)   any
restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time
following the Issue Date; 


        (6)   income
or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were
classified as discontinued); 


        (7)   except
as otherwise provided in the definition of "Consolidated Fixed Charge Coverage Ratio," in the case of a successor to the referenced Person by consolidation or
merger or as a transferee of the referenced Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; and 



        (8)   the
cumulative effect of changes in accounting principles. 



6







 





        "Consolidated Net Worth" of any Person at any date means the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) the amount of such stockholders' equity attributable to Disqualified Capital Stock of such Person. 



        "Consolidated Non-Cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization
and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any
future period). 


        "Credit Agreement" means the Credit Agreement dated as of November 10, 2003, as amended through the Issue Date, by and among the
Issuers, the lenders party thereto in their capacities as lenders thereunder, Fleet Capital Corporation, as collateral and administrative agent, General Electric Capital Corporation, as syndication
agent, and Fleet Securities Inc. and GECC Markets Group, Inc., as co-lead arrangers, together with the related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including
one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder or adding Restricted Subsidiaries of the Issuers as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or
agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders. 


        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to
protect the Issuers or any Restricted Subsidiary of the Issuers against fluctuations in currency values. 


        "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 



        "Default" means an event the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of
Default. 


        "Depositary" means, with respect to the Notes issuable in whole or in part in global form, the Person specified in Section 2.6(g)
hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions or this Indenture, and, thereafter, "Depositary"
shall mean or include such successor. 


        "Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of
Control), on or prior to the final maturity date of the Notes for anything other than Qualified Capital Stock. 



        "Domestic Restricted Subsidiary" means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the
United States, any state thereof, the District of Columbia or any territory or possession of the United States. 


        "Equity Offering" means any public or private sale of Qualified Capital Stock of Holdings or the Issuers;  provided that, in the event of a Equity Offering by Holdings,
Holdings contributes to the capital of the Issuers the portion of the net cash proceeds of
such Equity Offering necessary to pay the 


7







 



aggregate
redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to paragraph 6 of the Note. 


        "Escrow Agent" has the meaning set forth in Section 3.8 hereof. 


        "Escrow Agreement" has the meaning set forth in Section 3.8 hereof. 


        "Essex International" means Essex International Inc. 


        "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear System. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. 



        "Exchange Offer" means the offer that shall be made by the Issuers pursuant to the Registration Rights Agreement to exchange
Series A Notes for Series B Notes. 


        "Existing Preferred Stock" means the Series A Preferred Stock issued by Intermediate Holdings in an aggregate liquidation
preference of $5 million. 


        "fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a fully informed willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall
be determined by a majority of the Board of Directors of the Issuers acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Issuers delivered
to the Trustee. 


        "Final Memorandum" means the Issuers' final offering memorandum dated April 8, 2004, whereby the Issuers offered $257,100,000
Series A Notes. 


        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved
by a significant segment of the accounting profession of the United States, consistently applied as in effect in the United States from time to time. 


        "Guarantee" means a guarantee of the Notes by a Guarantor. 


        "Guarantor" means (1) each of Holdings, Intermediate Holdings and each existing Domestic Restricted Subsidiary of Holdings; and
(2) each of Holdings' Domestic Restricted Subsidiaries that in the future execute a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture
as a Guarantor other than IP Licensing LLC, a Delaware limited liability company; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Indenture. 


        "Holder" means a Person in whose name a Note is registered. 


        "Holdings" means Superior Essex Inc. 


        "Indebtedness" means with respect to any Person, without duplication, 



        (1)   all
Obligations of such Person for borrowed money; 


        (2)   all
Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 


        (3)   all
Capitalized Lease Obligations of such Person; 



8







 




        (4)   all
Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title
retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business); 


        (5)   all
Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; 


        (6)   guarantees
and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below; 



        (7)   all
Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any lien on any property or asset of such
Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured; 


        (8)   all
Obligations under currency agreements and interest swap agreements of such Person applicable to the foregoing; and 


        (9)   all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. 




        For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms
of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the
issuer of such Disqualified Capital Stock. 


        Notwithstanding
any other provision of the forgoing definition, (i) Indebtedness shall not include any liability for federal, state, local or other taxes or (ii) guarantees
of, or obligations with respect to letters of credit supporting, Indebtedness otherwise included in the determination of such amount shall not also be included. 


        "Indenture" means this Indenture, as amended or supplemented from time to time. 



        "Independent Financial Advisor" means a firm (1) which does not, and whose directors, officers or Affiliates do not, have a direct
or indirect financial interest in the Issuers; and (2) which, in the judgment of the Board of Directors of the Issuers, is otherwise independent and qualified to perform the task for which it
is to be engaged. 


        "Initial Purchasers" means J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets,
LLC and Fleet Securities, Inc. 


        "Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for
periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps,
floors, collars and similar agreements. 


        "Intermediate Holdings" means Essex International and Superior Essex Holding. 


9









   
        "Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or
acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Issuers and their Restricted Subsidiaries in accordance with normal trade practices of the Issuers or such Restricted Subsidiary, as the case may be. If the Issuers or any Restricted
Subsidiary of the Issuers sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Issuers such that, after giving effect to any such sale or disposition,
the Issuers no longer own, directly or indirectly, 50% of the outstanding Common Stock of such Restricted Subsidiary, the Issuers shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. 


        "Issue Date" means the date of original issuance of the Notes. 



        "Issuers" means the Persons named in the introductory paragraph to this Indenture until a successor Person or Persons shall have become
such in accordance with the applicable provisions of this Indenture, and thereafter means such successor Person or Persons. 


        "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). 



        "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Issuers or any
of their Restricted Subsidiaries from such Asset Sale net of: 



         (1)  out-of-pocket
expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees,
brokerage fees and sales commissions) and any relocation expenses incurred as a result thereof; 



         (2)  taxes
paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements; 


         (3)  repayment
of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale; and 


         (4)  appropriate
amounts to be provided by the Issuers or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Issuers or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale. 




        "Note Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 


        "Notes" means the Series A Notes and the Series B Notes, if any, that are issued under this Indenture, as amended or
supplemented from time to time. 


        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness. 


10







 



        "Officer" means (a) with respect to any Person that is a corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer, the Controller, the Secretary or any Assistant Treasurer or Assistant Secretary of such Person
and (b) with respect to any other Person, the individuals selected by such Person to perform functions similar to those of the officers listed in clause (a). 


        "Officers' Certificate" means, with respect to any Person, a certificate signed by two Officers of such Person, one of whom must be the
Chairman of its Board, the Chief Executive Officer, the Chief Financial Officer, the Treasurer or any principal accounting officer of such Person, that meets the requirements of Sections 13.4 and 13.5
hereof. 


        "Opinion of Counsel" means an opinion from legal counsel that meets the requirements of Sections 13.4 and 13.5 hereof. The counsel may be
an employee of or in-house counsel to Holdings or any Subsidiary of Holdings. 


        "Pari Passu Indebtedness" means any Indebtedness of the Issuers or any Guarantor that ranks pari
passu in right of payment with the Notes or the Guarantee of such Guarantor, as applicable. 


        "Permitted Indebtedness" means, without duplication, each of the following: 



         (1)  Indebtedness
under the Notes issued on the Issue Date under this Indenture and the Guarantees in an aggregate principal amount not to exceed $257.1 million; 


         (2)  Indebtedness
incurred pursuant to the Credit Agreement in an aggregate principal amount not to exceed the greater of: 



        (A)  $190.0 million
less (i) the amount of all scheduled amortization of principal payments actually made by the Issuers, if any, in respect of the term loans
thereunder (excluding any such payments to the extent refinanced at the time of payment under a replaced Credit Agreement); and (ii) reduced by any required permanent repayments (which are
accompanied by a corresponding permanent commitment reduction) thereunder; and 


        (B)  the
sum of (i) 85% of the book value of the accounts receivable of the Issuers and their Restricted Subsidiaries and (ii) 65% of the book value of the
inventory of the Issuers and their Restricted Subsidiaries and (iii) $30.0 million. 




         (3)  other
Indebtedness of the Issuers and their Restricted Subsidiaries outstanding on the Issue Date; 



         (4)  Interest
Swap Obligations of the Issuers or any Restricted Subsidiary of the Issuers covering Indebtedness of the Issuers or any of their Restricted Subsidiaries entered
into for bona fide hedging (and not speculative) purposes; provided, however, that the notional
principal amount of all such Interest Swap Obligations in the aggregate does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which all such Interest Swap
Obligations relate; 


         (5)  Indebtedness
under Currency Agreements entered into for bona fide hedging (and not speculative) purposes; provided that
in the case of Currency Agreements which relate to Indebtedness, such
Currency Agreements do not increase the Indebtedness of the Issuers and their Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason
of fees, indemnities and compensation payable thereunder; 


         (6)  Indebtedness
of a Restricted Subsidiary of the Issuers to the Issuers or to a Restricted Subsidiary of the Issuers for so long as such Indebtedness is held by the
Issuers or a Restricted Subsidiary of the Issuers or the holder of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Issuers or a Restricted
Subsidiary of the Issuers or the holder of a Lien permitted under this Indenture; provided that if as of any date any Person 



11







 




other
than the Issuers or a Restricted Subsidiary of the Issuers or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or holds a Lien in respect of such
Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; 



         (7)  Indebtedness
of the Issuers to a Restricted Subsidiary of the Issuers for so long as such Indebtedness is held by a Restricted Subsidiary of the Issuers or the holder of
a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any
Indebtedness of the Issuers to any Restricted Subsidiary of the Issuers that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuers' obligations under this
Indenture and the Notes and (b) if as of any date any Person other than a Restricted Subsidiary of the Issuers or the holder of a Lien permitted under this Indenture owns or holds any such
Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7)
by the Issuers; 


         (8)  Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within five Business Days of incurrence; 



         (9)  Indebtedness
of the Issuers or any of their Restricted Subsidiaries in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal
bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; 


       (10)  Indebtedness
represented by Capitalized Lease Obligations and Purchase Money Indebtedness, and refinancings thereof, of the Issuers and their Restricted Subsidiaries
not to exceed $15.0 million at any one time outstanding; 


       (11)  Refinancing
Indebtedness; 


       (12)  Indebtedness
represented by guarantees by the Issuers or their Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Indenture; 


       (13)  Indebtedness
of the Issuers or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection
with the acquisition or disposition of assets, including without limitation Capital Stock; 


       (14)  additional
Indebtedness of the Issuers and their Restricted Subsidiaries in an aggregate principal amount not to exceed $25.0 million at any one time outstanding
(which amount may, but need not, be incurred in whole or in part under the Credit Agreement); 


       (15)  the
Brownwood Lease; 


       (16)  guarantees
in the ordinary course of business of the obligations of suppliers, landlords, customers, franchisees and licensees of the Issuers and their Subsidiaries;
and 


       (17)  Indebtedness
issued in the ordinary course of business solely to support the Issuers' or any Subsidiary's insurance or self-insurance obligations
(including, without limitation, to secure workers' compensation and other similar insurance overages). 




        For
purposes of determining compliance with Section 4.9 hereof, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted
Indebtedness described in clauses (1) through (17) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such Section, Holdings and
the Issuers shall, in their sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this 


12







 

such
Section; provided that all Indebtedness outstanding under the Credit Agreement on the Issue Date shall be deemed to have been incurred pursuant to
clause (2). 


        In
addition, the following shall apply: 



         (1)  guarantees
of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of
Indebtedness shall not be included; 



         (2)  if
obligations in respect of letters of credit are incurred pursuant to the Credit Agreement and the letters of credit relate to other Indebtedness, then such other
Indebtedness shall not be included; 


         (3)  the
principal amount of any Disqualified Capital Stock of the Issuers or a Guarantor, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be
equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; 



         (4)  Indebtedness
permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and 


         (5)  the
amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in
accordance with GAAP. 




        Accrual
of interest, accrual of dividends, accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness and the payment of
dividends in the form of additional shares of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of
Section 4.9 hereof. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount
and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. 


        "Permitted Investments" means: 



         (1)  Investments
by the Issuers or any Restricted Subsidiary of the Issuers in any Person that is or will become immediately after such Investment a Subsidiary that is a
Guarantor or that will merge or consolidate into the Issuers or a Subsidiary that is a Guarantor or; 


         (2)  Investments
in the Issuers by any Restricted Subsidiary of the Issuers; provided that any Indebtedness evidencing such
Investment and held by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuers' obligations under the Notes and this Indenture; 



         (3)  investments
in cash and Cash Equivalents; 


         (4)  loans
and advances to employees, directors and officers of the Issuers and their Restricted Subsidiaries in the ordinary course of business (including, without
limitation, for travel, entertainment and relocation expenses or, to the extent permitted by applicable law, in connection with stock purchases and other incentive programs) not in excess of
$1.0 million at any one time outstanding; provided that that Issuers and their Subsidiaries may make additional loans to executives solely to
cover relocation costs in an amount not to exceed in the aggregate $500,000 at any time; 



13







 




         (5)  Currency
Agreements and Interest Swap Obligations entered into in compliance with this Indenture for bona fide hedging (and not speculative) purposes; 


         (6)  additional
Investments not to exceed $20.0 million at any one time outstanding; 


         (7)  additional
Investments in a China Joint Venture in amount not to exceed $30.0 million; 


         (8)  Investments
in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of
such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers; 


         (9)  Investments
made by the Issuers or their Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with
Section 4.10 hereof; 


       (10)  Investments
represented by guarantees that are otherwise permitted under this Indenture; 


       (11)  Investments
the payment for which is Qualified Capital Stock of the Issuers; 


       (12)  Investments
represented by accounts receivable created or acquired in the ordinary course of business; 


       (13)  Investments
existing on the Issue Date; 


       (14)  Investments
made in connection with any defeasance of the Notes; and 


       (15)  deposits,
prepayments and other credits to suppliers and landlords made in the ordinary course of business consistent with the past practices of the Issuers and their
Restricted Subsidiaries. 




        "Permitted Liens" means the following types of Liens: 



         (1)  Liens
for taxes, assessments or governmental charges, levies or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings
and as to which the Issuers or their Restricted Subsidiaries shall have set aside on their books such reserves as may be required pursuant to GAAP; 


         (2)  statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith; 


         (3)  Liens
incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security,
including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of
borrowed money); 


         (4)  judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been initiated for
the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; 



         (5)  easements,
rights-of-way, encroachments, zoning restrictions and other similar charges, defects in title or encumbrances in respect of real
property not interfering in any material respect with the ordinary conduct of the business of the Issuers or any of their Restricted Subsidiaries; 



14







 




         (6)  any
interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any
property or asset which is not leased property subject to such Capitalized Lease Obligation; 


         (7)  Liens
securing Purchase Money Indebtedness incurred in the ordinary course of business; provided,  however, that (a) such Purchase Money Indebtedness shall
not exceed the purchase price or other cost of such property or equipment and shall not
be secured by any property or equipment of the Issuers or any Restricted Subsidiary of the Issuers other than the property and equipment so acquired and (b) the Lien securing such Purchase
Money Indebtedness shall be created within 180 days of such acquisition; 


         (8)  Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 


         (9)  Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and
products and proceeds thereof; 


       (10)  Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuers or any of their Restricted
Subsidiaries, including rights of offset and setoff; 


       (11)  Liens
securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under this Indenture; 


       (12)  Liens
securing Indebtedness under Currency Agreements; 


       (13)  Liens
securing Acquired Indebtedness incurred in accordance with Section 4.9; provided that 



         (a)  such
Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Issuers or a Restricted Subsidiary of the
Issuers and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Issuers or a Restricted Subsidiary of the Issuers; and 



         (b)  such
Liens do not extend to or cover any property or assets of the Issuers or of any of their Restricted Subsidiaries other than the property or assets (and any
improvements thereto) that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Issuers or a Restricted Subsidiary of the Issuers and are no more
favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuers or a Restricted Subsidiary of the Issuers (unless such
Liens are otherwise Permitted Liens); 




       (14)  Liens
on assets of a Restricted Subsidiary of the Issuers that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under
this Indenture; 


       (15)  leases,
subleases, licenses and sublicenses of real, personal or intellectual property granted to others that do not materially interfere with the ordinary course of
business of the Issuers and their Restricted Subsidiaries; 


       (16)  banker's
Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business; 



       (17)  Liens
or purported Liens arising from filing Uniform Commercial Code financing statements or precautionary Uniform Commercial Code financing statements regarding
leases; 



15







 




       (18)  Liens
in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; 



       (19)  Liens
securing Indebtedness in an aggregate principal amount outstanding at any one time not to exceed the greater of $20.0 million and 5% of Consolidated Net
Worth of the Issuers; 


       (20)  Liens
securing Refinancing Indebtedness to the extent that the Indebtedness that was refinanced thereby was secured by Liens and the Liens securing Refinancing
Indebtedness are no more favorable to the lienholders than those securing the Indebtedness that was refinanced; and 


       (21)  Liens
on cash earnest money deposits made by the Issuers or any Restricted Subsidiary in connection with any letter of intent or purchase agreement not prohibited
hereunder. 




        "Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or
a governmental agency or political subdivision thereof. 


        "PORTAL Market" means the Portal Market operated by the National Association of Securities Dealers, Inc. or any successor thereto. 


        "Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation. 



        "Purchase Date" means, with respect to any Note to be repurchased, the date fixed for such repurchase by or pursuant to this Indenture,
which shall be no earlier than 30 days nor later than 60 days from the date a notice is mailed, other than (i) as required by law or (ii) such shorter notice period
expressly provided for herein. 


        "Purchase Money Indebtedness" means Indebtedness of the Issuers and their Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment. 



        "Purchase Price" means the amount payable for the repurchase of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise specifically provided herein. 


        "QIB" means a qualified institutional buyer as defined in Rule 144A under the Securities Act. 


        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock. 



        "Redemption Date" means, with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 


        "Redemption Price" means the amount payable for the redemption of any Note on a Redemption Date, exclusive of accrued and unpaid interest
and Additional Interest (if any) thereon to the Redemption Date, unless otherwise specifically provided herein. 


        "Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or
retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and
"Refinancing" shall have correlative meanings. 


        "Refinancing Indebtedness" means any Refinancing by the Issuers or any Restricted Subsidiary of the Issuers of Indebtedness incurred in
accordance with Section 4.9 hereof (other than pursuant to clause (2), (4), (5), (6), (7), (8), (9), (10), (12), (13) or (14) of the definition of "Permitted
Indebtedness"), in each case that does not: 



         (1)  result
in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium
required to be paid 



16







 

under
the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Issuers in connection with such Refinancing); or 



         (2)  create
Indebtedness with (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or
(b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being
Refinanced is Indebtedness solely of the Issuers (and is not otherwise guaranteed by a Restricted Subsidiary of the Issuers), then such Refinancing Indebtedness shall be Indebtedness solely of the
Issuers and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or any Guarantee, then such Refinancing Indebtedness shall be subordinate to the Notes or such
Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced. 




        "Registration Rights Agreement" means the registration rights agreement dated as of the Issue Date among Holdings, the Issuers, the
Subsidiary Guarantors and the Initial Purchasers. 


        "Regulation S" means Regulation S as promulgated under the Securities Act. 


        "Responsible Officer" means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Indenture. 


        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted
Subsidiary. 


        "Rule 144A" means Rule 144A promulgated under the Securities Act. 



        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party,
providing for the leasing to the Issuers or a Restricted Subsidiary of any property, whether owned by the Issuers or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Issuers or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such
Property. 


        "Securities Act" means the Securities Act of 1933, as amended, or any successor statute or statutes thereto. 



        "Series A Notes" means the Issuers' 9% Senior Notes due 2012 issued hereunder. 


        "Series B Notes" means notes issued by the Issuers hereunder containing terms identical to the Series A Notes (except that
(i) interest thereon shall accrue from the last date on which interest was paid on the Series A Notes or, if no such interest has been paid, from the Issue Date, (ii) the legend
or legends relating to transferability and other related matters set forth on the Series A Notes, including the text referred to in footnote 2 of Exhibit A hereto, shall be removed or
appropriately altered, and (iii) as otherwise set forth herein), to be offered to Holders of Series A Notes in exchange for Series B Notes pursuant to the Exchange Offer or any
exchange offer specified in any registration rights agreement relating to the Additional Notes or in connection with the issuance of Additional Notes pursuant to an effective registration statement
filed pursuant to the Securities Act. 


        "Significant Subsidiary", with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act. 


17







 



        "Subordinated Indebtedness" means Indebtedness of the Issuers or any Guarantor that is expressly subordinated or junior in right of
payment to the Notes or the Guarantee of such Guarantor, as the case may be. 


        "Subsidiary", with respect to any Person, means: 



         (1)  any
corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person; or 


         (2)  any
other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person. 




        "Superior Essex Communications" means Superior Essex Communications LLC, a limited liability company organized under the laws of the State
of Delaware, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter means such successor Person. 


        "Superior Essex Holding" means Superior Essex Holding Corp. 


        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA; provided that in the event the Trust Indenture Act of 1939 is amended after such date, "TIA" means, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 



        "Transfer Restricted Security" means a Note that is a restricted security as defined in Rule 144(a)(3) under the Securities Act. 


        "Trustee" means the party named as such above until a successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor serving hereunder. 


        "Unrestricted Subsidiary" of any Person means: 



         (1)  any
Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person
in the manner provided below; and 


         (2)  any
Subsidiary of an Unrestricted Subsidiary. 




        The
Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital
Stock of, or owns or holds any Lien on any property of, the Issuers or any other Subsidiary of the Issuers that is not a Subsidiary of the Subsidiary to be so designated;  provided that: 



         (1)  the
Issuers certify to the Trustee that such designation complies with Section 4.7 hereof; and 


         (2)  each
Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuers or any of their Restricted Subsidiaries. 




        For
purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of the fair
market value of the net assets of such Subsidiary of the Issuers at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Issuers and
their Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of 


18







 

the
Issuers, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 4.7 hereof. 


        The
Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: 



         (1)  immediately
after giving effect to such designation, Holdings is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.9 hereof; and 


         (2)  immediately
before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. 




        Any
such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the foregoing provisions. 



        "U.S. Government Securities" means securities which are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Securities or a specific payment of interest on or principal of any
such U.S. Government Securities held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Securities or the specific payment of interest on or principal of the U.S. Government Securities evidenced by such depository receipt. 


        "U.S. Person" means any U.S. Person as defined in Regulation S. 


19









   
        "Weighted Average Life to Maturity" means, when applied to any Indebtedness (including Disqualified Capital Stock) at any date, the number
of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness (including Disqualified Capital Stock) into (b) the sum of the total of the
products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in
respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment. 


        "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is
a Restricted Subsidiary of such Person. 


        "Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than
directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person. 



        Section 1.2  Other Definitions. 



	Term
 
	 	Defined

in Section

	"Affiliate Transaction"	 	4.11
	"Agent Members"	 	2.6
	"Certificated Notes"	 	2.1
	"Change of Control Offer"	 	4.15
	"Change of Control Offer Period"	 	3.9
	"Covenant Defeasance"	 	8.3
	"Event of Default"	 	6.1
	"Foreign Person"	 	2.6
	"Global Notes"	 	2.1
	"incur"	 	4.9
	"Institutional Accredited Investors"	 	2.1
	"Legal Defeasance"	 	8.2
	"Net Proceeds Offer"	 	4.10
	"Net Proceeds Offer Amount"	 	4.10
	"Net Proceeds Offer Trigger Date"	 	4.10
	"Notice of Acceleration"	 	6.2
	"Offering Memorandum"	 	3.8
	"Offshore Certificated Notes"	 	2.1
	"Paying Agent"	 	2.3
	"Permanent Regulation S Global Note"	 	2.1
	"Private Placement Legend"	 	2.6
	"Reference Date"	 	4.7
	"Registrar"	 	2.3
	"Regulation S Global Note"	 	2.1
	"Replacement Assets"	 	4.10
	"Restricted Payment"	 	4.7
	"Rule 144A Global Note"	 	2.1
	"Special Redemption"	 	3.8
	"Surviving Entity"	 	5.1
	"Temporary Regulation S Global Note"	 	2.1
	"U.S. Certificated Notes"	 	2.1





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        Section 1.3
Incorporation by Reference of Trust Indenture Act. 


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 



        The
following TIA terms used in this Indenture have the following meanings: 



        "indenture securities" means the Notes; 


        "indenture security holder" means a Holder; 


        "indenture to be qualified" means this Indenture; 


        "indenture trustee" or "institutional trustee" means the Trustee; 



        "obligor" on the Notes means the Issuers and any successor obligor upon the Notes. 




        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned
to them. 


        Section 1.4
Rules of Construction. 



        Unless
the context otherwise requires: 



        (a)   a
term has the meaning assigned to it; 


        (b)   an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 


        (c)   "or"
is not exclusive; 


        (d)   words
in the singular include the plural, and in the plural include the singular; 


        (e)   provisions
apply to successive events and transactions; and 


        (f)    references
to sections of or rules under the Securities Act, the Exchange Act and the TIA shall be deemed to include substitute, replacement and successor sections or
rules adopted by the Commission from time to time. 




        Section 1.5
Acts of Holders. 



        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and the Issuers, if made in the manner
provided in this Section. 


        (b)   The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of
any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution
thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. 



21







 




        (c)   The
ownership of Notes shall be proved by the register maintained by the Registrar. 


        (d)   Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the
Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee or the Issuers in
reliance thereon, whether or not notation of such action is made upon such Note. 



ARTICLE II



THE NOTES  


        Section 2.1 Form and Dating. 


        The
Series A Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage in addition to those set forth in Exhibit A hereto. The Series B Notes shall be substantially in the form of
Exhibit B hereto. The notation on each Note relating to the Guarantees shall be substantially in the form set forth on Exhibit C hereto. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. 


        The
terms and provisions contained in the Notes and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuers, the
Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 



        Notes
offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in
Exhibit A (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the
Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 



        Notes
offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form,
substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for
the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following
40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form
of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S
Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly
executed by the Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the
Regulation S Global Note transferred. 


        Notes
offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("Institutional Accredited Investors") shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set
forth in Exhibit A (the "U.S. Certificated Notes"). Securities issued pursuant to Section 2.6 hereof in exchange for interests 


22







 



in
the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in
Exhibit A (the "Offshore Certificated Notes"). 


        The
Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The
Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the "Global Notes." 


        Section 2.2
Execution and Authentication. 


        Two
Officers of each of the Issuers shall sign, or one Officer shall sign and one Officer shall attest to, the Notes for the Issuers by manual or facsimile signature. 


        If
an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time a Note is authenticated, the Note shall
nevertheless be valid. Each Guarantor shall execute a Guarantee in the manner set forth in Section 11.7. 



        A
Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Indenture. 


        The
Trustee, upon a written order of the Issuers signed by two Officers of each of the Issuers, together with the other documents required by Sections 13.4 and 13.5 hereof, shall
authenticate (i) Series A Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $257,100,000 and (ii) subject to Section 4.9 hereof,
Additional Notes. The Trustee, upon written order of the Issuers signed by two Officers of each of the Issuers, together with the other documents required by Sections 13.4 and 13.5 hereof, shall
authenticate Series B Notes; provided that such Series B Notes shall be issuable only upon the valid surrender for cancellation of
Series A Notes of a like aggregate principal amount in accordance with the Exchange Offer or an exchange offer specified in any registration rights agreement relating to the Additional Notes.
Such written order of the Issuers shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Any Additional Notes shall be part of
the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments,
redemptions, Change of Control Offers and Net Proceeds Offers. For the purposes of this Indenture, except for Section 4.9 hereof, references to the Notes include Additional Notes, if any. 



        The
Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights
as an Agent to deal with the Issuers or with any Affiliate of the Issuers. 


        Section 2.3
Registrar and Paying Agent. 


        The
Issuers shall maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange. At the option of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with
respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which own at least $1,000,000 of the
aggregate principal amount of Notes outstanding and shall have provided wire transfer instructions to the Trustee or the Paying Agent. The Issuers may appoint one or more co-registrars and
one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any 


23







 



additional
paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Paying Agent
not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers may act as Paying Agent or Registrar.
The Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the
Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. 


        In
the event that the Issuers are required to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuers will provide written notice
("Additional Interest Notice") to the Trustee of their obligation to pay Additional Interest no later than fifteen days prior to the proposed payment
date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time
be under any duty or responsibility to any holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest when made,
or with respect to the method employed in such calculation of the Additional Interest. 


        The
Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes, until such time as the Trustee has
resigned or a successor has been appointed. 


        Section 2.4
Paying Agents to Hold Money in Trust. 



        The
Issuers shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal and of any premium, if any, interest and Additional Interest, if any, on the Notes, and shall notify the Trustee of any default by the Issuers in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any money disbursed. Upon payment over to the Trustee, the Paying Agent (if other
than an Issuer) shall have no further liability for the money. If an Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to an Issuer, the Trustee shall serve as Paying Agent for the Notes. 


        Section 2.5
Holder Lists. 


        The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Issuers shall furnish or cause the Registrar to furnish to the Trustee at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes,
and the Issuers shall otherwise comply with TIA §312(a). 


        Section 2.6
Transfer and Exchange. 



        (a)   Transfer and Exchange Generally; Book Entry Provisions. Upon surrender for registration of transfer of any Note to the
Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.6, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this
Indenture. 



24







 

        Notes
may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency
maintained by the Issuers pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the
Notes which the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. 


        All
Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuers and the Registrar, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. Except as otherwise provided in this Indenture,
and in addition to the
requirements set forth in the legend referred to in Section 2.6(h)(i) hereof, in connection with any transfer of Transfer Restricted Securities any request for transfer shall be
accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form of Exhibit D(2) hereto. 


        (b)   Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global
Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary or its nominee
and (iii) bear legends as set forth in Section 2.6(h) hereof. 


        Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any
Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note
or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of
Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee
or any agent of the Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. 


        Transfers
of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global
Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be
transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in
the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set
forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. 


        At
any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such
beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing
between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with
the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S
Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon 



25







 




such
request to such beneficial holder and, following such reduction, the Issuers will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated
Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this
Indenture. 


        (c)   Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to
the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under
Regulation S, a "Foreign Person"): 



          (i)  the
Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least
two years after the later of the Issue Date of the Notes and (B) the proposed transferee has certified to the Registrar that the requested transfer is at least two years after last date on
which such Note was held by an Affiliate of the Issuers, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E
hereto and (B) such certifications, legal opinions and other information as the Trustee and the Issuers may reasonably request to confirm that such transaction is in compliance with the
Securities Act; and 


         (ii)  if
the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any,
required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuers shall execute, and the
Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and amount. 




        (d)   Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a
Transfer Restricted Security to a QIB (other than Foreign Persons): 



          (i)  if
the Note to be transferred consists of Certificated Notes or an interest in the Regulation S Global Note, the Registrar shall register the transfer if such
transfer is being made by a proposed transferor who has checked the box provided for on a certificate substantially in the form of Exhibit D(2) stating, or has otherwise advised the Issuers and
the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who is a QIB within the meaning of Rule 144A and is aware that the
sale to it is being made in reliance on Rule 144A; and 


         (ii)  if
the proposed transferee is an Agent Member, and the Note to be transferred consists of Certificated Notes or an interest in the Regulation S Global Note, upon
receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its
books and records the date and an increase in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the Certificated Notes or the interest in the
Regulation S Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Notes or decrease the amount of the Regulation S Global Note so
transferred. 




26







 






        (e)   Transfers of Interests in the Temporary Regulation S Global Note. The following provisions shall apply with
respect to the registration of any proposed transfer of interests in the Temporary Regulation S Global Note: 



          (i)  the
Registrar shall register the transfer of an interest in the Temporary Regulation S Global Note if (x) the proposed transferor has delivered to the
Registrar a certificate substantially in the form of Exhibit F hereto stating, among other things, that the proposed transferee is a Foreign Person or (y) the proposed transferee is a
QIB and the proposed transferor has checked the box provided for on a certificate substantially in the form of Exhibit D(2) stating, or has otherwise advised the Issuers and the Registrar in
writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who is a QIB within the meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A; and 


         (ii)  if
the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents referred to in clause (i)(y) above and instructions given in
accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Rule 144A Global
Note in an amount equal to the principal amount of the Temporary Regulation S Global Note to be transferred, and the Trustee, as Note Custodian, shall decrease the amount of the Temporary
Regulation S Global Note. 




        (f)    Transfers to Foreign Persons. The following provisions shall apply with respect to any transfer of a Transfer Restricted
Security to a Foreign Person: 



          (i)  the
Registrar shall register any proposed transfer of a Note to a Foreign Person upon receipt of a certificate substantially in the form of Exhibit F hereto from
the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Issuers may reasonably request; and 


         (ii)  (a)
if the proposed transferor is an Agent Member holding a beneficial interest in the Rule 144A Global Note or the Note to be transferred consists of
Certificated Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions in accordance with the Depositary's and the
Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal
amount of the beneficial interest in the Rule 144A Global Note or cancel the Certificated Notes, as the case may be, to be transferred, and (b) if the proposed transferee is an Agent
Member, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Certificated Notes to be transferred, and the Trustee shall decrease the
amount of the Rule 144A Global Note. 




        (g)   The Depositary. The Depositary shall be a clearing agency registered under the Exchange Act. The Issuers initially
appoint The Depository Trust Company to act as Depositary with respect to the Global Note. Initially, the Rule 144A Global Note and the Regulation S Global Note shall be issued to the
Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Note Custodian for Cede & Co. 


        Notes
in Certificated form issued in exchange for all or a part of a Global Note pursuant to this Section 2.6 shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated 



27







 




Notes
in Certificated form to the persons in whose names such Notes in Certificated form are so registered. 


        Certificated
Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Rule 144A Global Note or the Permanent Regulation S
Global Note, as the case may be, if at any time: 



          (i)  the
Depositary for the Notes notifies the Issuers that the Depositary is unwilling or unable to continue as Depositary for the Rule 144A Global Note or the
Permanent Regulation S Global Note, as
the case may be, and a successor Depositary is not appointed by the Issuers within 90 days after delivery of such notice; or 


         (ii)  the
Issuers, at their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Certificated Notes under this Indenture, 




and
the Issuers shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 2.2 hereof, authenticate and deliver Certificated Notes in an aggregate
principal amount equal to the principal amount of the Rule 144A Global Note or the Permanent Regulation S Global Note, as the case may be, in exchange for such Global Notes. 


        (h)   Legends. 


        (i)    Except
as permitted by the following paragraphs (ii) and (iii), each Note certificate evidencing Global Notes and Certificated Notes (and all Notes issued in
exchange therefor or substitution thereof) shall (x) be subject to the restrictions on transfer set forth in this Section 2.6 (including those set forth in the legend below) unless such
restrictions on transfer shall be waived by written consent of the Issuers, and the Holder of each Transfer Restricted Security, by such Holder's acceptance thereof, agrees to be bound by all such
restrictions on transfer and (y) bear the legend set forth below (the "Private Placement Legend"): 



THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX
GROUP, INC. OR ANY OF THE GUARANTORS, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY 




28







 


RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
IF SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX GROUP, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE, SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX GROUP, INC. SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. 


         (ii)  Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Note) pursuant to Rule 144 under
the Securities Act or pursuant to an effective registration statement under the Securities Act: 



         (a)  in
the case of any Transfer Restricted Security that is a Certificated Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security
for a Certificated Note that does not bear the legend set forth in (i) above and rescind any restriction on the transfer of such Transfer Restricted Security; and 



         (b)  in
the case of any Transfer Restricted Security represented by a Global Note, such Transfer Restricted Security shall not be required to bear the legend set forth in
(i) above, but shall continue to be subject to the provisions of Section 2.6(b) hereof; provided, however, that with respect to any request for an exchange of a Transfer Restricted
Security that is represented by a Global Note for a Certificated Note that does not bear the legend set forth in (i) above, which request is made in reliance upon Rule 144, the Holder
thereof shall certify in writing to the Registrar that such request is being made pursuant to Rule 144 (such certifications to be substantially in the form of Exhibit D(2) hereto). 




        (iii)  Notwithstanding
the foregoing, upon consummation of the Exchange Offer, the Issuers shall issue and, upon receipt of an authentication order in accordance with
Section 2.2 hereof, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not
bear the legend set forth in (i) above, and the Registrar shall rescind any restriction on the transfer of such Series A Notes, in each case unless the Issuers have notified the
Registrar in writing that the Holder of such Series A Notes is either (A) a broker-dealer, (B) a Person participating in the distribution of the Series A Notes or
(C) a Person who is an affiliate (as defined in Rule 144A) of the Issuers. 


        (iv)  Each
Global Note, whether or not a Transfer Restricted Security, shall also bear the following legend on the face thereof: 




THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE 






29







 




NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 





         (v)  Any
Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture
as may be required by the Note Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on the PORTAL Market or tradable on
Euroclear or Clearstream or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or Regulation S under the
Securities Act or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the
Notes may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. 


          (i)  Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in Global Notes have been
exchanged for Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such
Global Notes shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. In the
event of any transfer of any beneficial interest between the Rule 144A Global Note and the Regulation S Global Note in accordance with the standing procedures and instructions between
the Depositary and the Note Custodian and the transfer restrictions set forth herein, the aggregate principal amount of each of the Rule 144A Global Note and the Regulation S Global Note
shall be appropriately increased or decreased, as the case may be, and an endorsement shall be made on each of the Rule 144A Global Note and the Regulation S Global Note by the Trustee
or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. 




30







 






        (j)    General Provisions Relating to Transfers and Exchanges. 



          (i)  To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar's
request. 


         (ii)  No
service charge shall be made to a Holder for any registration of transfer, fee or exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections
3.6 and 9.5 hereof). 


        (iii)  The
Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part. 


        (iv)  All
Certificated Notes and Global Notes issued upon any registration of transfer or exchange of Certificated Notes or Global Notes shall be the valid obligations of the
Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Certificated Notes or Global Notes surrendered upon such registration of transfer or exchange. 


         (v)  The
Issuers shall not be required: 



        (a)   to
issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes
for redemption under Section 3.2 hereof and ending at the close of business on the day of selection; or 


        (b)   to
register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 


        (c)   to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 




        (vi)  Prior
to due presentment of the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of all payments with respect to such Notes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 


       (vii)  The
Trustee shall authenticate Certificated Notes and Global Notes in accordance with the provisions of Section 2.2 hereof. 


      (viii)  Each
Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's
Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 


        (ix)  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express requirements hereof. 




31













   
        Section 2.7 Replacement Notes. 


        If
any mutilated Note is surrendered to the Trustee or either of the Issuers or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the
Issuers shall issue and the Trustee, upon receipt of an authentication order in accordance with Section 2.2 hereof, shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Trustee and the Issuers each may charge such Holder for their expenses in replacing such Note. 


        Every
replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder. 


        Section 2.8
Outstanding Notes. 


        The
Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee or the Note Custodian in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in
Section 2.9 hereof, a Note does not cease to be outstanding because an Issuer or any of its Affiliates holds the Note. 


        If
a Note is replaced pursuant to Section 2.7 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser for value. 


        If
the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue. 


        If
the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 


        Section 2.9
Treasury Notes. 


        In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, the Guarantors or by any
Affiliate thereof shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver of consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. The Issuers agree to notify the Trustee of the existence of any such treasury Notes or Notes
owned by an Issuer, any Guarantor or an Affiliate thereof. 


        Section 2.10
Temporary Notes. 


        Until
Certificated Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an authentication order in accordance with Section 2.2 hereof, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes, but may have such variations as the Issuers consider appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Certificated Notes in exchange for temporary Notes. 



        Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture. 


32







 



        Section 2.11
Cancellation. 


        The
Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled Notes in accordance with the Trustee's usual procedures. The Trustee shall maintain a record of all canceled Notes. All
canceled Notes shall be delivered to the Issuers. Subject to Section 2.7 hereof the Issuers may not issue new Notes to replace Notes that have been paid or that have been delivered to the
Trustee for cancellation. 


        Section 2.12
Defaulted Interest. 


        If
the Issuers default in a payment of interest on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuers shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date
and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or
cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 


        Section 2.13
Persons Deemed Owners. 


        Prior
to due presentment of a Note for registration of transfer and subject to Section 2.12 hereof, the Issuers, the Trustee, any Paying Agent, any co-registrar and
any Registrar may deem and treat the Person in whose name any Note shall be registered upon the register of Notes kept by the Registrar as the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of the ownership or other writing thereon made by anyone other than the Issuers, any co-registrar or any Registrar) for the purpose of
receiving all payments with respect to such Note and for all other purposes, and none of the Issuers, the Trustee, any Paying Agent, any co-registrar or any Registrar shall be affected by
any notice to the contrary. 


        Section 2.14
CUSIP Numbers. 


        The
Issuers in issuing the Notes may use a "CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders;  provided that any such notice
may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on
the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Issuers shall promptly notify the Trustee of any change to the CUSIP numbers. 


        Section 2.15
Designation. 


        The
Indebtedness evidenced by the Notes and the Guarantees is hereby irrevocably designated as "senior indebtedness" or such other term denoting seniority for the purposes of any other
existing or future Indebtedness of an Issuer or a Guarantor, as the case may be, which such Issuer or such Guarantor, as the case may be, makes subordinate to any senior (or such other term denoting
seniority) indebtedness of such Person. 


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ARTICLE III



REDEMPTION AND REPURCHASE  


        Section 3.1 Notices to Trustee. 



        If
the Issuers elect to redeem Notes pursuant to the provisions of Section 3.7 or 3.8 hereof, they shall furnish to the Trustee, at least 30 days but not more than
60 days before the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee (and, in the case of any redemption pursuant to Section 3.8 hereof, the Trustee
agrees that no prior notice to it shall be required)), an Officers' Certificate setting forth the Section of this Indenture pursuant to which the redemption shall occur, the Redemption Date, the
principal amount of Notes to be redeemed and the Redemption Price. 


        If
the Issuers are required to offer to repurchase Notes pursuant to the provisions of Section 4.10 or 4.15 hereof, it shall notify the Trustee in writing, at least 45 days
but not more than 60 days before the Purchase Date, of the Section of this Indenture pursuant to which the repurchase shall occur, the Purchase Date, the principal amount of Notes required to
be repurchased and the Purchase Price and shall furnish to the Trustee an Officers' Certificate to the effect that (a) the Issuers are required to make or has made a Net Proceeds Offer or a
Change of Control Offer, as the case may be, and (b) the conditions set forth in Section 4.10 or 4.15 hereof, as the case may be, have been satisfied. 


        If
the Registrar is not the Trustee, the Issuers shall, concurrently with each notice of redemption or repurchase, cause the Registrar to deliver to the Trustee a certificate (upon which
the Trustee may rely) setting forth the principal amounts of Notes held by each Holder. 


        Section 3.2  Selection of Notes. 


        Except
as set forth below, if less than all of the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed in compliance with the requirements of
the principal
national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro
rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes or portions thereof to be
redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called
for redemption. 


        If
less than all of the Notes tendered are to be repurchased pursuant to the provisions of Section 4.10 hereof, the Trustee shall select the Notes or portions thereof to be
repurchased in compliance with Section 4.10. In the event of partial repurchase by lot, the particular Notes or portions thereof to be repurchased shall be selected at the close of business of
the last Business Day prior to the Purchase Date. If less than all of the Notes tendered are to be repurchased pursuant to the provisions of Section 3.7 or 3.8 hereof, the Trustee shall select
the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC
procedures), unless such method is otherwise prohibited. 


        The
Trustee shall promptly notify the Issuers in writing of the Notes or portions thereof selected for redemption or repurchase and, in the case of any Note selected for partial
redemption or repurchase, the principal amount thereof to be redeemed or repurchased. Notes and portions thereof selected shall be in amounts of $1,000 or integral multiples of $1,000; except that if
all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. No Notes of a principal amount of
$1,000 or less shall be redeemed in part. 


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        Section 3.3
Notice of Optional or Special Redemption. 


        In
the event Notes are to be redeemed pursuant to Section 3.7 or 3.8 hereof, at least 30 days but not more than 60 days before the Redemption Date, in the case of
any redemption pursuant to Section 3.7 hereof, and not more than one (1) Business Day in the case of any redemption pursuant to Section 3.8 hereof, the Issuers shall mail a notice
of redemption to each Holder whose Notes are to be redeemed in whole or in part, with a copy to the Trustee. 


        The
notice shall identify the Notes or portions thereof to be redeemed (including the CUSIP number, if any) and shall state: 



        (a)   the
Redemption Date; 


        (b)   the
Redemption Price; 


        (c)   if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion will be issued; 


        (d)   the
name and address of the Paying Agent; 


        (e)   that
Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, Additional Interest, if any, and, unless the Redemption Date is
after a record date and or before the succeeding interest payment date, accrued interest thereon to the Redemption Date; 



        (f)    that,
unless the Issuers default in making the redemption payment, interest and any Additional Interest on Notes called for redemption will cease to accrue on and after
the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price, any Additional Interest and, unless the Redemption Date is after a record
date and on or before the succeeding interest payment date, accrued interest thereon to the Redemption Date upon surrender to the Paying Agent of the Notes redeemed; 


        (g)   if
fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portions thereof) to be redeemed, as well as the aggregate principal
amount of the Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 


        (h)   the
paragraph of the Notes pursuant to which the Notes called for redemption are being redeemed; and 


        (i)    that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes and that reliance may be
placed only on the other identification numbers printed on the Notes. 




        At
the Issuers' request, the Trustee shall give the notice of redemption in the Issuers' name and at their expense; provided that the
Issuers shall deliver to the Trustee, at least 40 days prior to the Redemption Date in the case of any redemption pursuant to Section 3.7 hereof (unless a shorter notice shall be
satisfactory to the Trustee) and not more than one (1) Business Day in the case of any redemption pursuant to Section 3.8 hereof, an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 


        Section 3.4
Effect of Notice of Redemption. 



        Once
notice of redemption is mailed, Notes or portions thereof called for redemption become due and payable on the Redemption Date at the Redemption Price. Upon surrender to any Paying
Agent, such Notes or portions thereof shall be paid at the Redemption Price, plus Additional Interest, if any, 


35







 



and
accrued interest to the Redemption Date; provided, however, that installments of interest which are
due and payable on or prior to the Redemption Date shall be payable to the Holders of such Notes, registered as such, at the close of business on the relevant record date for the payment of such
installment of interest. 


        Section 3.5
Deposit of Redemption Price or Purchase Price. 


        On
or before 10:00 a.m. Eastern Time on each Redemption Date or Purchase Date, the Issuers shall irrevocably deposit with the Trustee or with the Paying Agent money sufficient to
pay the aggregate amount due on all Notes to be redeemed or repurchased on that date, including without limitation any accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date or Repurchase Date. Upon written request by the Issuers, the Trustee or the Paying Agent shall promptly return to the Issuers any money not required for that purpose. 


        Unless
the Issuers default in making such payment, interest and any Additional Interest on the Notes to be redeemed or repurchased will cease to accrue on the applicable Redemption Date
or Purchase Date, whether or not such Notes are presented for payment. If any Note called for redemption shall not be so paid upon surrender because of the failure of the Issuers to comply with the
preceding paragraph, interest will be paid on the unpaid principal, from the applicable Redemption Date or Purchase Date until such principal is paid, and on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1 hereof. 


        Section 3.6  Notes Redeemed or Repurchased in Part. 


        Upon
surrender of a Note that is redeemed or repurchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal
in principal amount to the portion of the Note surrendered that is not to be redeemed or repurchased. 


        Section 3.7
Optional Redemption. 


        The
Issuers may redeem any or all of the Notes at any time on or after April 15, 2008 at the Redemption Prices set forth in the Notes (an "Optional
Redemption"). Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof. 


        In
the event that one or more Equity Offerings are completed on or before April 15, 2007, the Issuers, at their option, may use the net cash proceeds from any such Equity Offering
to redeem up to 40% of the original principal amount of the Notes (a "Special Redemption") at a Redemption Price of 109% of the principal amount
thereof, together with accrued and unpaid interest and Additional Interest, if any, to the date of redemption; provided, however, that at least 60% of the original principal amount of the Notes will
remain outstanding immediately after each such Special Redemption; and provided, further, that such
Special Redemption shall occur within 90 days after the date of the closing of the applicable Equity Offering. Any redemption pursuant to this Section 3.7 shall be made pursuant to the
provisions of Sections 3.1 through 3.6 hereof. 


        Section 3.8
Special Redemption. 


        A
portion of the gross proceeds of this offering will be placed in escrow pending consummation of the Belden Acquisition. The terms of the escrow will be set forth in an escrow agreement
(the "Escrow Agreement") among the Issuers and The Bank of New York Trust Company, N.A., as escrow agent (the "Escrow
Agent"), pursuant to which the Issuers will deposit with the Escrow Agent $50 million plus an amount sufficient to pay 180 days of accrued interest on the Notes
from the Issue Date. The Notes will be subject to a special mandatory redemption in the event the Belden Acquisition is not consummated on or prior to the 180th day after the Issue Date or the
Acquisition Agreement is terminated at any time prior thereto. The Issuers will cause the notice of special mandatory redemption to be mailed no later than the next Business Day following the 180th
day after the Issue Date or following the date the Acquisition Agreement is terminated, as applicable, and will redeem the Notes seven Business Days 


36







 



following
the date of the notice of redemption. The redemption price for any special mandatory redemption will be 100% of the principal amount of the Notes, plus accrued and unpaid interest on the
Notes to such redemption date. 


        Subject
to the foregoing, the Issuers will only be entitled to direct the Escrow Agent to release the escrowed funds upon presentation by the Issuers of an Officers' Certificate
certifying that (1) the Acquisition will be consummated in substantially the manner described in the offering memorandum dated April 8, 2004 (the "Offering Memorandum") on or prior to
the 180th day after the Issue Date and (2) following the release of the escrowed funds, such funds will be applied by the Issuers in the manner described under "Use of Proceeds" in the Offering
Memorandum as directed by the Issuers. 



        Pending
release of the escrowed funds in accordance with the terms of the Escrow Agreement, the escrowed funds may be invested in Cash Equivalents maturing no later than the Business Day
immediately preceding the special mandatory redemption date. 


        If
the Escrow Agent receives a notice of special mandatory redemption pursuant to the terms of the Notes, the Escrow Agent will liquidate all escrowed funds then held by it not later
than the last Business Day prior to the special mandatory redemption date. Concurrently with such release to the paying agent, the Escrow Agent will release any excess of escrowed funds over the
mandatory redemption price to the Issuers, and the Issuers will be permitted to use such funds at the Issuers' discretion. 



        Pending
release of the escrowed funds, the Escrow Agent shall, for its benefit and the benefit of the Holders, be granted an exclusive first priority Lien on the escrowed funds and
proceeds thereof. Upon the release of the escrowed funds, the Lien of the Escrow Agent on the escrowed funds and proceeds thereof shall be extinguished. 


        The
provisions relating to the special mandatory redemption described above may not be waived or modified without the written consent of the Holders of 90% in principal amount of the
Notes then outstanding. 


        Section 3.9
Repurchase upon Change of Control Offer. 



        In
the event that, pursuant to Section 4.15 hereof, the Issuers shall be required to commence a Change of Control Offer, they shall follow the procedures specified below. 


        The
Change of Control Offer shall remain open for a period from the date of the mailing of the notice of the Change of Control Offer described in the next paragraph until a date
determined by the Issuers which is at least 30 but no more than 45 days from the date of mailing of such notice and no longer, except to the extent that a longer period is required by
applicable law (the "Change of Control Offer Period"). On the Purchase Date, which shall be no later than the last day of the Change of Control Offer
Period, the Issuers shall purchase the principal amount of Notes properly tendered in response to the Change of Control Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made. 


        Within
30 days following any Change of Control, unless the Issuers have exercised their right to redeem all of the Notes pursuant to Section 3.7, the Issuers shall send, by
first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of
Control Offer. The Change of Control Offer
shall be made to all Holders. The notice, which shall govern the terms of the Change of Control Offer, shall state: 



        (a)   the
transaction or transactions that constitute the Change of Control, providing information, to the extent publicly available, regarding the Person or Persons acquiring
control, and stating that the Change of Control Offer is being made pursuant to this Section 3.9 and Section 4.15 hereof and that, to the extent lawful, all Notes tendered will be
accepted for payment; 



37







 

        (b)   the
Purchase Price, the last day of the Change of Control Offer Period, and the Purchase Date; 



        (c)   that
any Note not properly tendered or otherwise not accepted for repurchase will continue to accrue interest and Additional Interest, if any; 


        (d)   that,
unless the Issuers default in the payment of the amount due on the Purchase Date, all Notes or portions thereof accepted for repurchase pursuant to the Change of
Control Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date; 


        (e)   that
Holders electing to have any Notes purchased pursuant to the Change of Control Offer will be required to tender the Notes, with the form entitled Option of Holder
To Elect Purchase on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice not later than the third Business Day preceding the Purchase Date; 


        (f)    that
Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Change of Control Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for repurchase, and a statement that such Holder
is withdrawing his election to have the Notes redeemed in whole or in part; and 



        (g)   that
Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the portion of the Notes tendered (or transferred by
book-entry transfer) that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. 




        On
or before the Purchase Date, the Issuers shall to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount equal to the Purchase Price, together with accrued and unpaid interest and Additional Interest, if any, thereon to the Purchase Date in
respect of all Notes or portions thereof so tendered and accepted for repurchase and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuers. The Paying Agent shall promptly (but in any case not later than five days after the
Purchase Date) mail to each Holder of Notes so repurchased the amount due in connection with such Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the
Issuers in the form of an Officers' Certificate shall authenticate and mail or deliver (or cause to transfer by book entry) to each relevant Holder a new Note, in a principal amount equal to any
unpurchased portion of the Notes surrendered to the Holder thereof; provided that each such new Note shall be in a principal amount of $l,000 or and
integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Purchase Date. 


        If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, in each
case to the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders pursuant
to the Change of Control Offer. 


        Section 3.10
Repurchase upon Application of Excess Proceeds. 



        In
the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence a Net Proceeds Offer, it shall follow the procedures specified below. 


        The
notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be made to all
Holders. Each 


38







 



Net
Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall
comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The notice, which shall govern the terms of the Net Proceeds
Offer, shall state: 



        (a)   that
the Net Proceeds Offer is being made pursuant to this Section 3.10 and Section 4.10 hereof; 


        (b)   the
Net Proceeds Offer Amount, the Purchase Price and the Purchase Date; 


        (c)   that
any Note not properly tendered or otherwise not accepted for repurchase shall continue to accrue interest and Additional Interest, if any; 


        (d)   that,
unless the Issuers default in the payment of the amount due on the Purchase Date, all Notes or portions thereof accepted for repurchase pursuant to the Net
Proceeds Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date; 


        (e)   that
Holders electing to have any Notes repurchased pursuant to any Net Proceeds Offer shall be required to tender the Notes, with the form entitled Option of Holder To
Elect Purchase on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; 


        (f)    that
Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the Purchase
Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for repurchase and a statement that such Holder is withdrawing his election
to have such Notes repurchased in whole or in part; 


        (g)   that,
to the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer
Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu
Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered);
and 


        (h)   that
Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the portion of the Notes tendered (or transferred by
book-entry transfer) that is not to be repurchased, which portion must be equal to $1,000 in principal amount or an integral multiple thereof. 




        On
or before the Purchase Date, the Issuers shall to the extent lawful, (i) accept for payment, on a pro rata basis in accordance
with this Indenture to the extent necessary, the Net Proceeds Offer Amount of (A) Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer and (B) properly tendered
Pari Passu Indebtedness, or if less than the Net Proceeds Offer Amount has been tendered, all Notes and Pari Passu Indebtedness properly tendered, (ii) deposit with the Paying Agent an amount
equal to the Purchase Price, plus accrued and unpaid interest and Additional Interest, if any, thereon to the Purchase Date in respect of all Notes or portions thereof so tendered and accepted for
repurchase and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions
thereof being repurchased by the Issuers. The Paying Agent shall promptly (but in any case not later than five days after the Purchase Date) mail to each Holder of Notes so repurchased the 


39







 

amount
due in connection with such Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers in the form of an Officers' Certificate shall
authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion to the Holder thereof; provided
that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable
after the Purchase Date. 


        If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, in each
case to the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders to the
Net Proceeds Offer. 


ARTICLE IV



COVENANTS  


        Section 4.1 Payment of Principal and Interest. 


        The
Issuers shall pay or cause to be paid the principal, Redemption Price and Purchase Price of, and interest on the Notes on the dates, in the amounts and in the manner provided herein
and in the Notes. Principal, Redemption Price, Purchase Price and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer, holds as of 10:00 a.m. Eastern
Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay the aggregate amount then due. The Issuers shall pay all Additional
Interest, if any, on the dates, in the amounts and in the manner set forth in the Registration Rights Agreement. 


        The
Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal, Redemption Price and Purchase Price at the
rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; the Issuers shall also pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 


        Section 4.2
Maintenance of Office or Agency. 


        The
Issuers shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture
may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the Trustee
in the City of New York. 


        The
Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Issuers of their obligations to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. The Issuers shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


        The
Issuers hereby designate the office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.3 hereof. The Trustee may resign such agency at any
time by giving written notice to the Issuers no later than 30 days prior to the effective date of such resignation. 


40







 



        Section 4.3  Reports. 


        Whether
or not required by the rules and regulations of the Commission, so long as any Notes are outstanding and prior to the Issuers (or Holdings) being subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Issuers (or Holdings) will deliver to the Trustee, within the time periods specified in the Commission's rules and regulations: 



          (i)  all
quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if
the Issuers (or Holdings) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition
and results of operations of the Issuers (or Holdings) and their (or its) consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes
thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Issuers (or Holdings) and their (or its)
Restricted Subsidiaries separate from the financial condition of the Unrestricted Subsidiaries of the Issuers, if any) and, with respect to the annual financial statements only, a report thereon by
the Issuers' (or Holdings') certified independent accountants; and 


         (ii)  all
current reports that would be required to be filed with the Commission on Form 8-K if the Issuers (or Holdings) were required to file such
reports, in each case within the time periods specified in the Commission's rules and regulations. 




        In
addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, Holdings will file a copy of all such
information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing).
In addition, the Issuers (or Holdings) have agreed that, for so long as any Notes remain outstanding, they (or it) will furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including Holdings' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). 


41









   
        Section 4.4 Compliance Certificate. 


        The
Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate from its principal executive officer, principal financial officer or
principal accounting officer further stating that a review of the activities of the Issuers and the Guarantors during the preceding fiscal year has been made under the supervision of the signing
Officer with a view to determining whether the Issuers and the Guarantors have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects, and
further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers and the Guarantors have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture in all material respects and are not in Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (and, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default) of which he or she may have knowledge, and that, to the best of his or her knowledge, no event has
occurred and remains in existence by reason of which, payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. 


        So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to
Section 4.3 above shall be accompanied by a written statement of Holdings' independent public accountants (who shall be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that any of the Issuers or Guarantors has violated any provisions of
Article IV or Article V hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 


        The
Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer of an Issuer becoming aware of any Default or Event of Default an
Officers' Certificate specifying such Default or Event of Default; provided that the Issuers shall provide such Officers' Certificate at least annually
whether or not any officer knows of any Default or Event of Default. 


        Section 4.5  Taxes. 


        Holdings
shall pay or discharge, and shall cause each of its Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental levies except such
as are contested in
good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 


        Section 4.6
Stay, Extension and Usury Laws. 



        Each
of the Issuers covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants it shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though such law has not been enacted. 


42







 



        Section 4.7
Limitation on Restricted Payments. 



        (a)   Holdings
will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly: 



        (1)   declare
or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of Holdings and dividends or distributions
payable to Holdings or a Wholly Owned Restricted Subsidiary of Holdings (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of common Capital Stock on a  pro rata
basis)) on or in respect of shares of Holdings' Capital Stock to holders of such Capital Stock; 


        (2)   purchase,
redeem or otherwise acquire or retire for value any Capital Stock (other than treasury stock) of Holdings; or 


        (3)   make
any Investment (other than Permitted Investments) 




(each
of the foregoing actions set forth in clauses (1), (2) and (3) being referred to as a "Restricted Payment"), if at the time of such
Restricted Payment or immediately after giving effect thereto, 




          (i)  a
Default or an Event of Default shall have occurred and be continuing; 


         (ii)  Holdings
is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the first paragraph of Section 4.9
hereof; or 


        (iii)  the
aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if
other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of Holdings) shall exceed the sum of 



        (w)  50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Holdings earned subsequent to the
Issue Date and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus 



         (x)  100%
of the aggregate net cash proceeds received by Holdings from any Person (other than a Subsidiary of Holdings) from the issuance and sale subsequent to the Issue
Date of Qualified Capital Stock of Holdings (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock); plus 


         (y)  without
duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by
Holdings from a holder of Holdings' Capital Stock subsequent to the Issue Date and on or prior to the Reference Date (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds
from a Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under Section 3.7 hereof; plus 


         (z)  without
duplication, the sum of 



        (1)   the
aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest
payments, principal payments, dividends or other distributions or payments; 







43







 





        (2)   the
net cash proceeds received by Holdings or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a
Subsidiary of Holdings); and 


        (3)   upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary; 




provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the
aggregate amount of all such Investments made subsequent to the Issue Date. 






        (b)   Notwithstanding
the foregoing, the provisions set forth above shall not prohibit: 



        (1)   the
payment of any dividend or distribution on, or redemption of, Capital Stock of Holdings within 60 days after the date of declaration of such dividend or
distribution or the giving of notice of such redemption if the dividend, distribution or redemption would have been permitted on the date of declaration or giving of notice of payment or redemption; 


        (2)   if
no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of Holdings, either (i) solely in exchange
for shares of Qualified Capital Stock of Holdings or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Holdings) of shares
of Qualified Capital Stock of Holdings; 


        (3)   if
no Default or Event of Default shall have occurred and be continuing, the acquisition of any Subordinated Indebtedness either (i) solely in exchange for shares
of Qualified Capital Stock of Holdings, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of Holdings) of (a) shares
of Qualified Capital Stock of Holdings or (b) Refinancing Indebtedness; 


        (4)   so
long as no Default or Event of Default shall have occurred and be continuing, repurchases by Holdings of Common Stock of Holdings from officers, directors and
employees of Holdings or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the Board
of Directors of Holdings or otherwise as required pursuant to the terms of any employment agreement in an aggregate amount not to exceed $2.0 million in any twelve month period; 



        (5)   so
long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends with respect to the Existing Preferred Stock in an amount not
to exceed $475,000 in the aggregate in any twelve month period; provided, however, to the extent such
dividends up to such amounts that have not been paid in any twelve month period and have accumulated, the amount
payable in respect of the Existing Preferred Stock shall not exceed in any twelve month period the aggregate amount of such accumulation plus $475,000; and 


        (6)   Investments
made pursuant to the Escrow Agreement. 





In
determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with Section 4.7(a)(3)(iii), amounts expended pursuant to Sections 4.7(a)(1),
4.7(a)(2)(ii), 4.7(a)(4) and 4.7(a)(5) shall be included in such calculation. The amount of any non-cash Restricted Payment shall be deemed to be equal to the fair market value thereof at
the date of making such Restricted Payment. 


44







 

        Section 4.8  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 


        The
Issuers will not, and will not cause or permit any of their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary of the Issuers to: 



        (1)   pay
dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends
or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); 


        (2)   make
loans or advances to the Issuers or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Issuers or any other Restricted
Subsidiary of the Issuers (it being understood that the subordination of loans or advances made to the Issuers or any Restricted Subsidiary to other Indebtedness incurred by the Issuers or any
Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or 


        (3)   transfer
any of its property or assets to the Issuers or any other Restricted Subsidiary of the Issuers; 




except
in each case for such encumbrances or restrictions existing under or by reason of 




        (a)   applicable
law, rule, regulation or order; 


        (b)   this
Indenture; 


        (c)   customary
non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Issuers; 


        (d)   any
instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person or the properties or assets of the Person so acquired; 


        (e)   agreements
existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; 


        (f)    the
Credit Agreement; 


        (g)   restrictions
on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; 


        (h)   restrictions
imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person; 


        (i)    customary
provisions in shareholders', partnership, limited liability company and joint venture agreements and other similar agreements (in each case relating solely to
the respective corporation, partnership, limited liability company, joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; 



        (j)    an
agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b), (d), (e),
(f) and (g) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Issuers in any
material respect as determined by the Boards of Directors of the Issuers in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clauses (b), (d), (e), (f) and (g); and 



        (k)   restrictions
on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. 




45







 







        Section 4.9
Limitation on Incurrence of Additional Indebtedness. 


        Holdings,
Intermediate Holdings and the Issuers will not, and will not permit any of their Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire,
become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided,
however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Holdings, Intermediate Holdings or
the Issuers or any Restricted Subsidiary of Holdings that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any
Restricted Subsidiary of Holdings, Intermediate Holdings or the Issuers that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case, if on the date
of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of Holdings would have been at least 2.0 to 1.0. 



        For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant: 



        (a)   For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness,
or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing
would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced. Notwithstanding any other provision of this Section, the maximum amount of Indebtedness that the Issuers may incur pursuant to this covenant shall not be deemed to be exceeded solely
as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date
of such refinancing. 


        (b)   Holdings,
Intermediate Holdings and the Issuers will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by
the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of Holdings, Intermediate Holdings or the Issuers or such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as
the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Holdings, Intermediate Holdings or the Issuers or such Guarantor, as the case
may be. 




        For
purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of Holdings, Intermediate Holdings or the Issuers or any
Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more
of such holders priority over the other holders in the collateral held by them. 


46







 

        Section 4.10
Limitation on Asset Sales. 


        Holdings
will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 



        (1)   Holdings
or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of
the assets sold or otherwise disposed of (as determined in good faith by Holdings' Board of Directors); 


        (2)   at
least 75% of the consideration received by Holdings or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash
Equivalents and/or Replacement Assets (as defined below); provided that the amount of any liabilities (as shown on Holdings' or such Restricted Subsidiary's most recent balance sheet) of Holdings or
any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee of the Guarantor) that are assumed by the transferee of any such assets shall
be deemed to be cash for purposes of this provision; and 


        (3)   upon
the consummation of an Asset Sale, Holdings may apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within
360 days of receipt thereof either 



        (a)   to
permanently reduce Indebtedness under the Credit Agreement or any other Indebtedness of any Restricted Subsidiary; and, in the case of any such Indebtedness under any
revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; 


        (b)   to
make an investment in or incur expenditures for properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties
and assets (including Capital Stock) that will be used in the business of the Issuers and their Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto
("Replacement Assets"); and/or 


        (c)   to
a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b). 





        Pending
the final application of such Net Cash Proceeds, Holdings or the Issuers may temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility. On
the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors and/or Managers of Holdings or the Issuers or of such Restricted Subsidiary determines not to apply the Net
Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a "Net Proceeds Offer
Amount") shall be applied by Holdings or the Issuers or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to the extent required by the terms of
any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari
Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Issuers or any Restricted Subsidiary of the Issuers, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then
such conversion or 


47







 

disposition
shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. 



        Notwithstanding
the foregoing, Holdings may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $7.5 million
during any fiscal year and $20.0 million resulting from one or more Asset Sales during the term of the Notes (at which time the entire unutilized Net Proceeds Offer Amount, and not just the
amount in excess of $20.0 million, shall be applied as required pursuant to this Section 4.10). 


        In
the event of the transfer of substantially all (but not all) of the property and assets of Holdings or the Issuers or their Restricted Subsidiaries as an entirety to a Person in a
transaction permitted under Article V hereof, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of
Holdings, the Issuers, as the case may be, and their Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of Holdings or the Issuers or their Restricted Subsidiaries deemed to be sold shall be
deemed to be Net Cash Proceeds for purposes of this covenant. 


        Each
Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net
Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and
Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes
tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net
Proceeds Offer, Holdings may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be
reset at zero. 


        Holdings
will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset
Sale" provisions of this Indenture, Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.10
by virtue thereof. The Net Proceeds Offer shall be made in compliance with the applicable procedures set forth in Article III hereof and shall include all instructions and materials necessary
to enable Holders to tender their Notes. 


        Section 4.11
Limitations on Transactions with Affiliates. 



        (a)   Holdings
will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an
"Affiliate Transaction"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those
that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Holdings or such Restricted Subsidiary. 



48







 

        All
Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair
market value in excess of $2.0 million shall be approved by a majority of disinterested members of the Board of Directors of Holdings, the Issuers or such Restricted Subsidiary, as the case may
be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions; or, in the event that there
are no disinterested directors, the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point
of view, to Holdings, the Issuer or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be. If Holdings or any Restricted Subsidiary of Holdings enters into an Affiliate
Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, Holdings or such Restricted
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain an opinion that such Affiliate Transaction is not materially less favorable than those that might reasonably have been
obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate. 


        (b)   The
restrictions set forth in this covenant shall not apply to: 



         (1)  reasonable
fees and compensation (including employment benefits) paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings,
Intermediate Holdings, the Issuers or any Restricted Subsidiary of Holdings, including without limitation any issuance of securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment agreements and other compensation or employee benefit arrangements such as options to purchase Capital Stock of Holdings, restricted stock plans,
long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees approved by
the Board of Directors and/or Managers; 


         (2)  transactions
exclusively between or among Holdings and/or any of their Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted
Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture; 



         (3)  any
agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any
replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the
Issue Date; 


         (4)  any
Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to Section 4.7 hereof; 


         (5)  to
the extent permitted by law, loans or advances to employees, officers or directors in the ordinary course of business of Holdings, the Issuers or any of their
Restricted Subsidiaries but in any event not to exceed $1.0 million in the aggregate outstanding at any one time with respect to all loans or advances made since the Issue Date; 


         (6)  Guarantees
issued by Holdings, the Issuers or a Restricted Subsidiary for the benefit of the Issuers or a Restricted Subsidiary, as the case may be, in accordance with
Section 4.9 hereof; 


         (7)  the
issue and sale by Holdings of its Qualified Capital Stock; 




49







 





         (8)  any
transaction with an Affiliate where the only consideration paid is Qualified Capital Stock of Holdings; 


         (9)  customary
shareholders' and registration rights agreements among Holdings or a Restricted Subsidiary and the shareholders thereof; 


       (10)  the
pledge of Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof; and 


       (11)  commercial
transactions entered into in the ordinary course of business with any joint venture to which Holdings or any Restricted Subsidiary is a party (so long as no
Person (other than a Restricted Subsidiary) that is an Affiliate of Holdings has any direct or indirect interest in such joint venture). 





        Section 4.12
Limitation on Liens. 


        Holdings
and the Issuers will not, and will not cause or permit any of their Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any
Liens of any kind against or upon any property or assets of Holdings, the Issuers or any of their Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any
proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless: 



        (1)   in
the case of Liens securing Subordinated Indebtedness, the Notes or the Guarantee of such Guarantor, as the case may be, are secured by a Lien on such property, assets
or proceeds that is senior in priority to such Liens; and 


        (2)   in
all other cases, the Notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured, except for: 



        (a)   Liens
existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date; 


        (b)   Liens
securing borrowings under the Credit Agreement incurred pursuant to clause (2) of the definition of "Permitted Indebtedness"; 


        (c)   Liens
securing the Notes and the Guarantees; 


        (d)   Liens
of Holdings, the Issuers or a Wholly Owned Restricted Subsidiary of Holdings or the Issuers on assets of any Restricted Subsidiary of Holdings or the Issuers; 



        (e)   Liens
securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under this Indenture and which has
been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders in any material respect and are not more
favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property
or assets of Holdings, the Issuers or any of their Restricted Subsidiaries not securing the Indebtedness so Refinanced; and 



        (f)    Permitted
Liens. 





        Section 4.13  Continued Existence. 


        Subject
to Article V hereof, each of the Issuers and the Guarantors shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its
corporate or other existence in accordance with the organizational documents (as the same may be amended from time to time) of such Issuer or such Guarantor and (ii) the material rights
(charter and statutory), licenses and franchises of such Issuer or such Guarantor, except to the extent that the applicable Board of Directors 


50







 



determines
in good faith that the preservation of such right, license or franchise is no longer necessary or desirable in the conduct of the business of such Issuer or such Guarantor. 


        Section 4.14
Insurance Matters. 


        Holdings
shall provide or cause to be provided, for itself and each of its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of
the kinds that, in the reasonable, good faith opinion of Holdings, are adequate and appropriate for the conduct of the business of Holdings and its Restricted Subsidiaries in a prudent manner, in such
amounts, with such deductibles, and by such methods as shall be either (i) reasonably consistent with past practices of Holdings or the applicable Restricted Subsidiary or
(ii) customary, in the reasonable, good faith opinion of Holdings, for corporations similarly situated in the industry, unless the failure to provide such insurance (together with all other
such failures) would not have a material adverse effect on the financial condition or results of operations of Holdings and its Restricted Subsidiaries, taken as a whole. 


        Section 4.15
Offer to Repurchase upon Change of Control. 



        Upon
the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes (a "Change of Control Offer") at a Purchase Price in cash equal to 101% of the aggregate principal amount thereof,
together with accrued and unpaid interest and Additional Interest, if any, thereon to the Purchase Date (subject to the right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date). The Change of Control Offer shall be made in compliance with the applicable procedures set forth in Article III hereof and shall include all instructions
and materials necessary to enable Holders to tender their Notes. 


        The
Issuers will not be required to make a Change of Control Offer if, in connection with or in contemplation of any Change of Control, the Issuers have made an offer to purchase (an
"Alternative
Offer") any and all Notes validly tendered at a cash price equal to or higher than the purchase price required by any Change of Control Offer and has purchased all Notes properly tendered in
accordance with the terms of such Alternate Offer so long as the terms and conditions of such contemplated Change of Control are described in reasonable detail to the Holders in the notice delivered
in connection with such Alternate Offer. 


        In
addition, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. 


        The
Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.15, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.15 by virtue
hereof. 


51









   
        Section 4.16 Additional Subsidiary Guarantees. 


        If
Holdings, the Issuers or any of their Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any
Domestic Restricted Subsidiary that is not a Guarantor, or if Holdings, the Issuers or any of their Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted
Subsidiary having total assets with a net book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary shall execute and deliver to the Trustee a supplemental
indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and this Indenture
on the terms set forth in this Indenture. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture; provided that
such Subsidiary shall not be required to execute such a supplemental indenture or guarantee if such Subsidiary is an Unrestricted Subsidiary, is prohibited by law from making such a guarantee or such
Subsidiary is prohibited by the terms of a preexisting agreement (not entered into in contemplation of such Subsidiary being acquired) which prohibits such guarantee. 



        Notwithstanding
the foregoing, any Guaranty by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged: 



          (i)  upon
any sale or other disposition of all or substantially all of the assets of such Restricted Subsidiary (including by way of merger or consolidation or any sale of
all of the Capital Stock of that Restricted Subsidiary) to a Person that is not the Issuers or a Subsidiary; provided that the Issuers shall, if applicable, apply the Net Cash Proceeds of that sale or
other disposition in accordance with the applicable provisions of this Indenture; or 


         (ii)  if
the Issuers designate such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Indenture. 




        Section 4.17
Conduct of Business. 


        The
Issuers and their Restricted Subsidiaries will not engage in any businesses which are not the same, similar, ancillary or reasonably related to the businesses in which the Issuers
and their Restricted Subsidiaries are engaged on the Issue Date. 


        Section 4.18  Payments for Consent. 


        The
Issuers will not, and will not permit any of their Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder
of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 



        Section 4.19  Limitation on Preferred Stock of Restricted Subsidiaries. 


        The
Issuers will not permit any of their Restricted Subsidiaries to issue any Preferred Stock (other than to the Issuers or to a Wholly Owned Restricted Subsidiary of the Issuers) or
permit any Person (other than the Issuers or a Wholly Owned Restricted Subsidiary of the Issuers) to own any Preferred Stock of any Restricted Subsidiary of the Issuers. 


52







 


ARTICLE V



SUCCESSORS  


        Section 5.1 Merger, Consolidation and or Sale of Assets. 



        (a)   Except
in connection with the transactions contemplated by Section 3.8 hereof or the Escrow Agreement, none of Holdings, Intermediate Holdings nor the Issuers
will, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of Holdings to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of Holdings' assets (determined on a consolidated basis for Holdings and
Holdings' Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: 



        (1)   either:




        (a)   Holdings
shall be the surviving or continuing corporation; or 


        (b)   the
Person (if other than Holdings) formed by such consolidation or into which Holdings is merged or the Person which acquires by sale, assignment, transfer, lease,
conveyance or other disposition the properties and assets of Holdings and of Holdings' Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"); 



        (x)   shall
be a corporation, partnership or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District
of Columbia; and 


        (y)   shall
expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on
the part of Holdings to be performed or observed; 





        (2)   immediately
after giving effect to such transaction and, to the extent applicable, the assumption contemplated by Section 5.1(a)(1)(b)(y) above (including giving
effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Holdings or such Surviving Entity, as the case may
be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 4.9 hereof; 



        (3)   immediately
after giving effect to such transaction and, to the extent applicable, the assumption contemplated by Section 5.1(a)(1)(b)(y) above (including,
without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no
Default or Event of Default shall have occurred or be continuing; and 


        (4)   Holdings
or the Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the
applicable provisions of this Indenture. 




        (b)   For
purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of
the properties and assets of one or more Restricted Subsidiaries of Holdings, which properties and assets, if held by Holdings 



53







 

instead
of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of Holdings, shall be deemed to be the transfer of all or substantially all of the
properties and assets of Holdings. 


        (c)   Notwithstanding
Sections 5.1(a)(1), 5.1(a)(2) and 5.1(a)(3), (i) Holdings may merge with an Affiliate that is a Person which was organized solely for the purpose
of reorganizing Holdings in another jurisdiction or (ii) Superior Essex Communications may convert into a Delaware limited partnership pursuant to applicable law. 


        (d)   Upon
any consolidation, combination or merger or any transfer of all or substantially all of the assets of Holdings in accordance with the foregoing in which Holdings is
not the continuing corporation, the successor Person formed by such consolidation or into which Holdings is merged or to which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, Holdings under this Indenture and the Notes with the same effect as if such surviving entity had been named as such. Thereafter, Holdings
shall be discharged from all obligations and covenants under this Indenture and the Notes. 


        (e)   Each
Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any
transaction complying with the provisions of Section 4.10 hereof) will not, and Holdings will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than
Holdings or any other Guarantor unless: 



        (1)   the
entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have
been made is a corporation, partnership or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia; 


        (2)   such
entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; 


        (3)   immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 


        (4)   immediately
after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis,
Holdings could satisfy the provisions of Section 5.1(a)(2). 




        (f)    Notwithstanding
anything to the contrary contained herein, any merger or consolidation of a Guarantor that is a Wholly Owned Restricted Subsidiary of the Issuers with
and into the Issuers (with the Issuers being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Issuers need only comply with Section 5.1(a)(4). 




        Section 5.2
Successor Corporation Substituted. 


        Upon
any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of Holdings in accordance with Section 5.1 hereof,
the Surviving Entity shall succeed to and be substituted for, and may exercise every right and power of, Holdings under this Indenture with the same effect as if such Surviving Entity had been named
as Holdings herein; provided, however, that the predecessor company shall not be relieved from the
obligation to pay the principal, Purchase Price or Redemption Price of or interest or Additional Interest, if any, on the Notes except in the case of a sale of all of Holdings' assets that meets the
requirements of Section 5.1 hereof. 


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ARTICLE VI



DEFAULTS AND REMEDIES  


        Section 6.1 Events of Default. 



        (a)   Each
of the following constitutes an "Event of Default": 



        (1)   the
failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; 



        (2)   the
failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes
tendered pursuant to a Change of Control Offer or a Net Proceeds Offer and including the failure to make a special mandatory redemption when required pursuant to Section 3.8 hereof; 


        (3)   a
default in the observance or performance of any other covenant or agreement contained in this Indenture which default continues for a period of 30 days after
the Issuers receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes
(except in the case of a default with respect to Section 5.1 hereof, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); 


        (4)   the
failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the
Issuers or any Restricted Subsidiary of Holdings, Intermediate Holdings or the Issuers, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded,
annulled or otherwise cured within 30 days of receipt by Holdings, Intermediate Holdings or the Issuers or such Restricted Subsidiary of notice of any such acceleration) if the aggregate
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated
(in each case with respect to which the 30-day period described above has elapsed), aggregates $10.0 million or more at any time; 


        (5)   one
or more judgments in an aggregate amount in excess of $10.0 million (which are not paid or covered by third party insurance (without contesting coverage) or
bond by financially sound insurers) shall have been rendered by a court of competent jurisdiction against Holdings, Intermediate Holdings, the Issuers or any of their Restricted Subsidiaries and such
judgments remain undischarged, unpaid or unstayed for a period of 60 consecutive days after such judgment or judgments become final and non-appealable; 



        (6)   Holdings,
Intermediate Holdings, the Issuers or any of their Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law; 



          (i)  commences
a voluntary case or proceeding, 


         (ii)  consents
to the entry of an order for relief against it in an involuntary case or proceeding, 


        (iii)  consents
to the appointment of a Custodian of it or for all or substantially all of its property, 


        (iv)  makes
a general assignment for the benefit of its creditors or shall admit in writing its inability to pay its debt, or 





55







 






         (v)  generally
is not paying its debts as they become due; 




        (7)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



          (i)  is
for relief against Holdings, Intermediate Holdings, the Issuers or any of their Significant Subsidiaries in an involuntary case or proceeding, 


         (ii)  appoints
a Custodian of the Issuers or any of their Significant Subsidiaries or for all or substantially all of the property of Holdings, Intermediate Holdings or any
of their Significant Subsidiaries, or 


        (iii)  orders
the liquidation of Holdings, Intermediate Holdings, the Issuers or any of their Significant Subsidiaries, 


        (iv)  and,
in each case, the order or decree remains unstayed and in effect for 60 consecutive days. 




        (8)   any
Guarantee of Holdings, Intermediate Holdings or a Significant Subsidiary ceases to be in full force and effect or any Guarantee of Holdings, Intermediate Holdings or
a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of Holdings, Intermediate Holdings or a Significant Subsidiary is found to be invalid or any Guarantor that
is Holdings, Intermediate Holdings or a Significant Subsidiary denies its liability under its Guarantee (in each case, other than by reason of release of a Guarantor in accordance with the terms of
this Indenture). 




        (b)   If
an Event of Default (other than an Event of Default specified in Sections 6.1(a)(6) and 6.1(a)(7) above with respect to Holdings, Intermediate Holdings or the
Issuers) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the unpaid principal of and accrued interest on all the Notes to
be due and payable by notice in writing to the Issuers and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration," and the same shall become immediately due
and payable. 


        (c)   If
an Event of Default specified in Section 6.1(a)(6) or 6.1(a)(7) above with respect to Holdings, Intermediate Holdings or the Issuers occurs and is continuing,
then all unpaid principal of and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder. 


        (d)   At
any time after a declaration of acceleration with respect to the Notes as described in Section 6.1(c), the Holders of a majority in principal amount of the
Notes, on behalf of all Holders of Notes, may rescind and cancel such declaration and its consequences 



        (1)   if
the rescission would not conflict with any binding judgment or decree; 


        (2)   if
all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of principal or interest that has become due solely because of
the acceleration; 


        (3)   to
the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid; 


        (4)   if
the Issuers have paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and 


        (5)   in
the event of the cure or waiver of an Event of Default of the type described in Section 6.1(a)(6) or 6.1(a)(7), the Trustee shall have received an Officers'
Certificate and an 




56







 





Opinion
of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 




        (e)   The
Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default or failure to comply under this Indenture, and its
consequences, except a default in the payment of the principal of or interest on any Notes. 


        (f)    Holders
of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture and under the TIA. Subject to the provisions of this Indenture
relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless
such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then
outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. 




        Section 6.2
Acceleration. 


        If
any Event of Default (other than an Event of Default specified in Section 6.1(a)(6) or Section 6.1(a)(7) hereof with respect to Holdings) shall occur and be continuing,
the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Issuers (and the Trustee, if such notice is given by such Holders) may declare the
principal of and accrued and unpaid interest on the Notes to be due and payable immediately, which notice shall specify the respective Events of Default and that it is a "Notice of Acceleration." Upon
any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. 



        Notwithstanding
the foregoing, if an Event of Default in Section 6.1(a)(6) or Section 6.1(a)(7) hereof occurs with respect to Holdings or the Issuers, all outstanding Notes
shall be due and payable immediately without further action or notice. 


        The
Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuers and the Trustee may, on behalf of the Holders of all
of the Notes, rescind an acceleration and its consequences: 



        (1)   if
the rescission would not conflict with any judgment or decree; and 


        (2)   if
all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. 




        No
such rescission shall affect any subsequent Default or impair any right consequent thereto. 


        Section 6.3
Other Remedies. 


        If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest or Additional Interest, if
any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding, and any recovery or judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law. 


57







 



        Section 6.4
Waiver of Past Defaults. 


        The
Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under this Indenture, and its consequences, except a default in the
payment of the principal of or interest on any Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 


        Section 6.5
Control by Majority. 


        Holders
of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture that the Trustee reasonably
determines may be unduly prejudicial to the rights of other Holders of Notes or that may subject the Trustee to personal liability and shall be entitled to the benefit of Sections
7.1(c)(iii) and (e) hereof. 


        Section 6.6
Limitation on Suits. 


        A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 



        (a)   the
Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 


        (b)   the
Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 


        (c)   such
Holder or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 


        (d)   the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 



        (e)   during
such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with
the request. 




A
Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 


        Section 6.7
Rights of Holders of Notes to Receive Payment. 


        Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, or premium, if any, interest or Additional Interest, if any,
on the Note, on or after the respective due dates thereon (including in connection with an offer to repurchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the written consent of such Holder. 


        Section 6.8
Collection Suit by Trustee. 


        If
an Event of Default specified in Section 6.l (a)(1) or Section 6.1(a)(2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Issuers for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and Additional Interest, if any, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expense, disbursements and advances of the Trustee, its agents and counsel. 


58







 



        Section 6.9
[Intentionally Omitted]. 


        Section 6.10
Trustee May File Proofs of Claim. 



        The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents (including accountants, experts or such other professionals as the Trustee deems necessary, advisable or
appropriate) and counsel and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), their creditors or their property and shall be
entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and
other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the
rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


        Section 6.11
Priorities. 


        If
the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 



        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 


        Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal, Purchase Price, Redemption Price and
Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, Purchase Price, Redemption Price
and Additional Interest, if any, and interest, respectively; and 


        Third:    to the Issuers, the Guarantors or to such party as a court of competent jurisdiction shall direct. 




The
Trustee may fix a special record date and payment date for any payment to Holders of Notes pursuant to this Section 6.11. 


        Section 6.12
Undertaking for Costs. 


        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant 


59







 



to
Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 


ARTICLE VII



TRUSTEE  


        Section 7.1 Duties of Trustee. 



        (a)   If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 


        (b)   Except
during the continuance of an Event of Default: 



          (i)  the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the TIA and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or the TIA against the Trustee; and 


         (ii)  in
the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth or the statements and the correctness of the opinions
expressed therein, upon and statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. 




However,
in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform on their face to the requirements of this Indenture. 


        (c)   The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 



          (i)  this
paragraph does not limit the effect of paragraph (b) of this Section; 



         (ii)  the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and 


        (iii)  the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.5 hereof. 




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1. 



        (e)   No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any
of its rights and powers under this Indenture at the request of any Holders, pursuant to the provisions of this Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction. 


        (f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 



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        Section 7.2
Rights of Trustee. 



        (a)   The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 


        (b)   Before
the Trustee acts or refrain from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel and
Opinions of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 


        (c)   The
Trustee may act through its attorneys, accountants, experts and such other agents or professionals as the Trustee deems necessary, advisable or appropriate and shall
not be responsible for the misconduct or negligence of any attorney, accountant, expert or other such agent or professional appointed with due care. 


        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture. 


        (e)   Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficiently evidenced by a written order
signed by two Officers of an Issuer. 


        (f)    The
Trustee shall not be charged with knowledge of any Default or Event of Default under Section 6.1 hereof (other than under Section 6.1(1) (subject to
the following sentence) or Section 6.1(2) hereof) unless either (i) a Responsible Officer shall have actual knowledge thereof, or (ii) the Trustee shall have received notice
thereof in accordance with Section 13.2 hereof from the Issuers or any Holder of the Notes. The Trustee shall not be charged with knowledge of the Issuers' obligation to pay Additional
Interest, or the cessation of such obligation, unless the Trustee receives written notice thereof from the Issuers or any Holder. 


        (g)   The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 


        (h)   The
Trustee may request that the Issuers deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person specified as so authorized in any such certificate previously delivered and not superseded. 



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        (i)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction. 



        (j)    The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit. 




        Section 7.3
Individual Rights of Trustee. 


        The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights
it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest within the meaning of the TIA it must eliminate such conflict within 90 days,
apply (subject to the consent of the Issuers) to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to
Sections 7.10 and 7.11 hereof. 


        Section 7.4
Trustee's Disclaimer. 


        The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, or the Notes, it shall not be accountable for the Issuers' use of
the proceeds from the Notes or any money paid to the Issuers or upon the Issuers' direction under any provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale
of the Notes or pursuant to this Indenture other than its certificate of authentication. 


        Section 7.5
Notice of Defaults. 


        If
a Default or Event of Default occurs and is continuing, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default known to it within 90 days after
it occurs. Except in the case of a Default in payment on any Note (including the failure to make a mandatory repurchase pursuant hereto), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 


        Section 7.6
Reports by Trustee to Holder of the Notes. 


        Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required
by TIA § 313(c). 


        A
copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the Commission and each stock exchange on which the Notes are
listed in accordance with TIA § 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom. 


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        Section 7.7  Compensation, Reimbursement and Indemnity. 


        The
Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and the rendering by it of the services required hereunder as shall be
agreed upon in a separate writing by the Issuers and the Trustee. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable
or appropriate. 


        The
Issuers, jointly and severally, shall indemnify the Trustee and any predecessor Trustee against any and all losses, liabilities, claims, damages or expenses, including taxes (other
than taxes based upon, measured by or determined by the income or gross receipts of the Trustee or its corporate franchise), incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture (including its duties under Section 9.6 hereof), including the costs and expenses of
enforcing this Indenture or any Guarantee against the Issuers or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the
Issuers, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss,
liability or expense is incurred by the Trustee as a result of its own negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend any claim or threatened claim asserted against the Trustee, and
the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any
settlement made without their consent, which consent shall not be unreasonably withheld. 



        The
obligations of the Issuers under this Section 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination
of this Indenture. 


        To
secure the Issuers' payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except
that held in trust to pay principal, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. 



        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the compensation for the
services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


        Section 7.8
Replacement of Trustee. 


        A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this
Section. 


        The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of Notes of a majority in principal amount of the
then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 



        (a)   the
Trustee fails to comply with Section 7.10 hereof; 


        (b)   the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 



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        (c)   a
custodian, receiver or public officer takes charge of the Trustee or its property for the purpose of rehabilitation, conservation or liquidation; or 


        (d)   the
Trustee becomes incapable of acting. 




        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the
date on which the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Issuers. 


        If
a successor Trustee does not take office within 30 days after the retiring trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of Notes of at least
10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction, in the case of the Trustee, at the expense of the Issuers, for the appointment of a successor
Trustee. 


        If
the Trustee, after written request by any Holder of a Note who has been a bona fide holder of a Note or Notes for at least six months, fails to comply with Section 7.10 hereof,
such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Issuers shall mail a notice of its succession to Holder of the Notes.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers' obligations under Section 7.7 hereof shall continue for
the benefit of the retiring Trustee. 


        Section 7.9
Successor Trustee by Merger, Etc. 


        If
the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation that is eligible under
Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee. 


        Section 7.10
Eligibility; Disqualification. 


        There
shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof (including the
District of Columbia) that is authorized under such laws to exercise corporate trust power, that is subject to supervision or examination by federal or state authorities and that has, together with
its affiliates, a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition. 


        This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 


        Section 7.11
Preferential Collection of Claims Against Issuers. 



        The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to
TIA § 311(a) to the extent indicated therein. 


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ARTICLE VIII



LEGAL DEFEASANCE AND COVENANT DEFEASANCE  


        Section 8.1 Option to Effect Legal Defeasance or Covenant Defeasance. 



        The
Issuers may, at the option of their Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.2 or 8.3
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 


        Section 8.2
Legal Defeasance and Discharge. 


        Upon
the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers shall, subject to the satisfaction of the conditions set forth
in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to the "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) through (d) below, and to
have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 



        (a)   the
rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due; 


        (b)   the
Issuers' obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payments; 


        (c)   the
rights, powers, trust, duties and immunities of the Trustee and the Issuers' obligations in connection therewith; and 


        (d)   the
Legal Defeasance provisions of this Article VIII; 




        Subject
to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.2, notwithstanding the prior exercise of their option under
Section 8.3 hereof. 


        Section 8.3
Covenant Defeasance. 


        Upon
the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Issuers shall, subject to the satisfaction of the conditions set forth
in Section 8.4 hereof, be released from their obligations under the covenants contained in Sections 3.9, 3.10, 4.3, 4.5, 4.7 through 4.12, 4.13 (except with respect to the existence of each
Issuer) and 4.14 through 4.19 hereof, both inclusive, and Section 5.1(2) with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, 


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except
as specified above the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers' exercise under Section 8.1 hereof of the option applicable
to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(a)(3) through 6.1(8) hereof shall not constitute Events of Default. 


        Section 8.4
Conditions to Legal or Covenant Defeasance. 



        (a)   In
order to exercise either Legal Defeasance or Covenant Defeasance: 



        (1)   the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, U.S. Government Securities, or a combination
thereof, in such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the
case may be; 


        (2)   in
the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that: 



        (a)   the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or 


        (b)   since
the date of this Indenture, there has been a change in the applicable federal income tax law, 





in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such
Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 



        (3)   in
the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred; 


        (4)   no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default arising in connection with the
borrowings of funds to fund such deposit and the grant of any Lien securing such borrowings); 


        (5)   such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than a Default or Event of
Default arising in connection with the borrowings of funds to fund such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which Holdings or
any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound; 


        (6)   the
Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders
over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; 


        (7)   the
Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance have been complied with; and 




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        (8)   the
Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit
and the 91st day following the date of deposit and that no Holder is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 




        (b)   Notwithstanding
the foregoing, the Opinion of Counsel required by Section 8.4(a)(2) above with respect to a Legal Defeasance need not be delivered if all Notes
not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. 




        Section 8.5
Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 


        Subject
to Section 8.6 hereof, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.5 only, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than an Issuer) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal or Redemption Price of, and Additional Interest, if any, or interest on, the Notes, that such money need not be segregated from other funds
except to the extent required by law. 


        The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Securities deposited pursuant to
Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes. 


        Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or U.S.
Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 


        Section 8.6
Repayment to the Issuers. 



        Any
money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal, Redemption Price or Purchase Price of, or Additional
Interest, if any, or interest on any Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Issuers on their written request or (if then held by
an Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof as a general creditor, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided,  however, that the
Trustee or such Paying Agent, before being required to make any such repayment, at the expense of the Issuers, may cause to be
published once, in The New York Times and The Wall Street Journal (national editions), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days after the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 


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        Section 8.7
Reinstatement. 


        If
the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by
reason of any order of judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuers and the Guarantors under
this Indenture, and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided,  however, that, if the Issuers
make any payment with respect to any Note following the reinstatement of its obligations, the Issuers shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 


ARTICLE IX



AMENDMENT, SUPPLEMENT AND WAIVER  


        Section 9.1 Without Consent of Holders of Notes. 


        Notwithstanding
Section 9.2 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees from time to time
without the consent of any Holder of a Note: 



        (a)   to
provide for the issuance of Additional Notes in accordance with the terms of this Indenture; 


        (b)   to
cure any ambiguity, defect or inconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any
material respect. 


        (c)   to
provide for uncertificated Notes in addition to or in place of certificated Notes; 



        (d)   to
provide for the assumption of the Issuers' obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of
such entity's assets pursuant to Article V hereof; 


        (e)   to
comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; 


        (f)    to
evidence and provide for the acceptance of appointment by a successor Trustee of the Notes; 


        (g)   to
add to the covenants of the Issuers for the benefit of the Holders or to surrender any right or power; 


        (h)   to
add any additional Event of Default; or 


        (i)    to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any
Holder of the Notes. 




        Upon
the request of the Issuers, accompanied by a resolution of their respective Board of Directors (evidenced by an Officers' Certificate) authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Issuers in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not
be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 


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        Section 9.2  With Consent of Holders of Notes. 


        Except
as provided below in this Section 9.2, the Issuers and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented, in each case, with
the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange
offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). 


        Without
the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): 



        (1)   reduce
the principal amount of Notes at maturity whose Holders must consent to an amendment, modification, supplement or waiver to this Indenture or the Notes; 


        (2)   reduce
the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; 



        (3)   reduce
the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or
reduce the redemption price therefor; 


        (4)   make
any Notes payable in money other than that stated in the Notes; 


        (5)   make
any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder's Note or Notes on or
after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; 



        (6)   after
the Issuers' obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a
Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has
occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that adversely affects the rights of any Holder; 


        (7)   modify
or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the
Holders; or 


        (8)   release
any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of
this Indenture. 




        Upon
the written request of the Issuers accompanied by a resolution of their respective Board of Directors (evidenced by an Officers' Certificate) authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the
Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture. 


        It
shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof. 


69







 



        After
an amendment, supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. 


        Section 9.3
Compliance with Trust Indenture Act. 


        Every
amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental indenture that complies with the TIA as then in effect. 



        Section 9.4  Revocation and Effect of Consents. 


        Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and therefore binds every Holder. 


        Section 9.5  Notation on or Exchange of Notes. 


        The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the
Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. 


        Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 


        Section 9.6  Trustee to Sign Amendment, Etc. 


        The
Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Issuers may not sign an amendment or supplemental Indenture until their respective Board of Directors approves such amendment or supplemental indenture.
In executing any amended or supplemental indenture, the Trustee shall receive, in addition to the documents required by Sections 13.4 and 13.5 hereof, and, subject to Section 7.1, shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that (i) the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture, (ii) no Event of Default shall occur as a result of the execution of such Officers' Certificate or the delivery of such Opinion of Counsel and (iii) the amended or
supplemental indenture complies with the terms of this Indenture. 


70








   ARTICLE X



[INTENTIONALLY OMITTED]  


ARTICLE XI



GUARANTEE  


        Section 11.1 Unconditional Guarantee. 



        Each
Guarantor hereby unconditionally guarantees (such guarantee to be referred to herein as a "Guarantee" and, the guarantee by Holdings
is referred to herein as the "Holdings Guarantee"), on a senior basis jointly and severally, to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of and interest on the Notes will be
promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest,
to the extent lawful, of the Notes and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the
terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of
clauses (i) and (ii) above, to the limitations set forth in Section 11.3. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, and action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense
of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a
proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in
the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Issuers or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the
purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee. 


        Section 11.2  Severability. 


        In
case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 


        Section 11.3
Limitation of Guarantor's Liability. 



        Each
Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant
to its Guarantee 


71







 



not
constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law.
To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.5, result in the obligations of such Subsidiary Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance. 


        Section 11.4
Release of Guarantor. 



        (a)   The
Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including, without limitation, by way of merger or consolidation),
if Holdings and the Issuers apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale of all
of the Capital Stock of that Subsidiary Guarantor, if Holdings and the Issuers apply the Net Cash Proceeds of that sale in accordance with the applicable provisions of this Indenture; (3) if
Holdings designates that Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the applicable provisions of this Indenture; or (4) upon the payment in full of the Notes. 




        In
addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees. 



        (b)   The
Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Issuers accompanied by an Officers' Certificate and an
Opinion of Counsel certifying as to the compliance with this Section 11.4. 




        Section 11.5
Contribution. 


        In
order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a
"Funding Guarantor") under the Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a  pro rata amount based
on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Issuers' obligations with respect to the Notes or any other Guarantor's obligations with respect to the Guarantee.
"Adjusted Net Assets" of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that
will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured. 


        Section 11.6  Waiver of Subrogation. 


        Until
all Obligations are paid in full, each Guarantor hereby irrevocably waives any claims or other rights which it may now or hereafter acquire against the Issuers that arise from the
existence, payment, performance or enforcement of such Guarantor's obligations under the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Issuers, whether or not 


72







 

such
claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders, and shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this
Section 11.6 is knowingly made in contemplation of such benefits. 


        Section 11.7
Execution of Guarantee. 


        To
evidence their guarantee to the Holders set forth in this Article XI, the Guarantors hereby agree to execute the Guarantee in substantially the form attached hereto as
Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article XI
shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by one of
its authorized Officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the
Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Issuers, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such
officer of the Guarantor. 


        Section 11.8
Waiver of Stay, Extension or Usury Laws. 


        Each
Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) each such Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


ARTICLE XII



SATISFACTION AND DISCHARGE  


        Section 12.1 Satisfaction and Discharge. 



        This
Indenture will be discharged and will cease to be of further effect (except as set forth below) and the Trustee, at the expense of the Issuers, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when: 


        (1)   either:




        (a)   all
the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid as provided in Section 2.7 and
Notes for whose payment 



73







 

money
has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for
cancellation; or 


        (b)   all
Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or
are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the
Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; 




        (2)   the
Issuers have paid all other sums payable under this Indenture by the Issuers; and 



        (3)   the
Issuers have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with. 


        Notwithstanding
the satisfaction and discharge of this Indenture, the Issuers' obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 13.2, 13.3 and 13.4, and the Trustee's and
Paying Agent's obligations in Section 12.2 shall survive until the Notes are no longer outstanding. Thereafter, only the Issuers' obligations in Section 7.7 shall survive such
satisfaction and discharge. 


        Section 12.2  Application of Trust. 


        All
money deposited with the Trustee pursuant to Section 12.1 shall be held in trust and, at the written direction of the Issuers, be invested prior to maturity in U.S. Government
Securities, and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law. 


ARTICLE XIII



MISCELLANEOUS  


        Section 13.1 Trust Indenture Act Controls. 


        If
any provision hereof limits, qualifies or conflicts with a provision of the TIA or another provision that would be required or deemed under such Act to be part of and govern this
Indenture if this Indenture were subject thereto, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 


        Section 13.2
Notices. 


        Any
notice or communication by the Issuers or the Trustee to others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others' address: 


        If
to the Issuers: 




Superior
Essex Communications LLC

150 Interstate North Parkway, Suite 300





74







 


Atlanta,
Georgia 30339-2101

Attention: Chief Financial Officer

Fax: (770) 984-3218 





        With
a copy to: 




Proskauer
Rose LLP

1585 Broadway

New York, New York 10036-8299

Attention: Jack P. Jackson, Esq.

Fax: (212) 969-2900 





        If
to the Trustee: 




The
Bank of New York Trust Company, N.A.

Attention: Corporate Trust Department

100 Ashford Center North

Suite 520

Atlanta, Georgia 30338

Fax: 770-698-5195 





        The
Issuers or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 


        All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery. 


        Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 


        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the address receives it. 



        If
the Issuers mail a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 


        Section 13.3
Communication by Holders of Notes with Other Holders of Notes. 


        Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar
and anyone else shall have the protection of TIA § 312(c). 


        Section 13.4
Certificate and Opinion as to Conditions Precedent. 



        Upon
any request or application by the Issuers and/or any Guarantor to the Trustee to take any action under this Indenture, except upon the initial issuance of Notes hereunder, the
Issuers and/or any Guarantor shall furnish to the Trustee: 



        (a)   an
Officers' Certificate stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and 



75







 

        (b)   an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 




        Section 13.5
Statements Required in Certificate or Opinion. 


        Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §
314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 



        (a)   a
statement that the Person making such certificate or opinion has read such covenant or condition; 


        (b)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (c)   a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been satisfied; and 


        (d)   a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 




        Section 13.6
Rules by Trustee and Agents. 


        The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 



        Section 13.7  No Personal Liability of Directors, Managers, Officers, Employees, Members and Stockholders. 


        No
past, present or future director, manager, officer, employee, incorporator (or Person forming any limited liability company), agent, member or stockholder or Affiliate of the Issuers,
as such, shall have any liability for any obligations of the Issuers under the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No
past, present or future director, manager, officer, employee, incorporator (or Person forming any limited liability company), agent, member or stockholder or Affiliate of any of the Guarantors, as
such, shall have any liability for any obligations of the Guarantors under the Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes and Guarantees by accepting a Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the
Guarantees. Such waiver may not be effective to waive liabilities under the federal securities law and it is the view of the Commission that such a waiver is against public policy. 


        Section 13.8
Governing Law. 


        THIS
INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY 


76







 



OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUERS OR ANY GUARANTOR IN ANY OTHER JURISDICTION. 


        Section 13.9
No Adverse Interpretation of Other Agreements. 


        This
Indenture may not be used to interpret any other indenture, loan or debt agreement of Holdings or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture. 


        Section 13.10
Successors. 


        All
agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. 


        Section 13.11
Severability. 


        In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. 


        Section 13.12
Counterpart Originals. 


        The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


        Section 13.13
Table of Contents, Headings, Etc. 


        The
Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture, which have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 


        Section 13.14  Qualification of Indenture. 


        The
Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees for the Issuers, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and
printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the TIA. 


[Signatures
on following page] 


77








   SIGNATURES  



	 	SUPERIOR ESSEX COMMUNICATIONS LLC
	

 	

By:	

SUPERIOR ESSEX HOLDING CORP.
	

 	

By:	

/s/  DAVID S. ALDRIDGE      

	 	 	Name:	David S. Aldridge
	 	 	Title:	Vice President and Treasurer
	

 	

ESSEX GROUP, INC.
	

 	

By:	

/s/  DAVID S. ALDRIDGE      

	 	 	Name:	David S. Aldridge
	 	 	Title:	Vice President and Treasurer
	

 	

THE GUARANTORS
	

 	

SUPERIOR ESSEX INC.

SUPERIOR ESSEX HOLDING CORP.

ESSEX INTERNATIONAL INC.

ESSEX GROUP, INC. (DE)

ESSEX CANADA INC.

ESSEX GROUP MEXICO INC.

ESSEX TECHNOLOGY, INC.

ESSEX WIRE CORPORATION

ESSEX MEXICO HOLDINGS, L.L.C.
	

 	

By:	

/s/  DAVID S. ALDRIDGE      

	 	 	Name:	Vice President and Treasurer
	 	 	Title:	Authorized Officer
	

 	

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

    as Trustee
	

 	

By:	

/s/  PHILIP L. WATSON      

	 	 	Name:	Philip L. Watson
	 	 	Title:	Vice President




S-1







 
SCHEDULE A  


Essex
Canada Inc. (DE) 



Essex
Group Mexico Inc. (DE) 


Essex
International Inc. (DE) 


Essex
Group, Inc. (DE) 


Essex
Mexico Holdings, L.L.C. (DE) 


Essex
Technology, Inc. (DE) 


Essex
Wire Corporation (MI) 


S-2










   EXHIBIT A  


FORM OF SERIES A NOTE



(Face of Note)



SUPERIOR ESSEX COMMUNICATIONS LLC

ESSEX GROUP, INC.



9% SENIOR NOTE DUE 2012  


THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE
IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


        THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO SUPERIOR ESSEX COMMUNICATIONS LLC, ESSEX
GROUP, INC. OR SUPERIOR ESSEX INC. OR ANY OF THEIR SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN 


Exh. A-1







 

OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX
GROUP, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS
AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE, SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX GROUP, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 


Exh. A-2







 
SUPERIOR ESSEX COMMUNICATIONS LLC



ESSEX GROUP, INC.



9% SENIOR NOTE DUE 2012  



	 	 	 	CUSIP No.	 
	 	 	 	 	 	

	No.	 	 	$	 	 
	 	
	 	 	






Interest
Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1 


        SUPERIOR
ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior Essex Communications"), and ESSEX GROUP, INC., a Michigan corporation ("Essex Group" and,
together with Superior Essex Communications, the "Issuers," which term includes any successor entity under the Indenture hereinafter referred to), as joint and several obligors, for value received,
promise to pay to _________________________________, or registered assigns, the principal sum of ________________ Dollars on April 15, 2012. 



        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this
place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 


[Signatures
on following page] 


Exh. A-3







 

        IN
WITNESS WHEREOF, the Issuers have caused this Note to be duly executed. 



	 	SUPERIOR ESSEX COMMUNICATIONS LLC
	

 	

By:	

SUPERIOR ESSEX HOLDING CORP.
	

 	

By:	

 	

 
	 	 	

	 	 	Name:	 
	 	 	Title:	 
	

 	

By:	

 	

 
	 	 	

	 	 	Name:	 
	 	 	Title:	 
	

 	

 	

 	

 
	

 	

ESSEX GROUP, INC.
	

 	

By:	

 	

 
	 	 	

	 	 	Name:	 
	 	 	Title:	 
	

 	

By:	

 	

 
	 	 	

	 	 	Name:	 
	 	 	Title:	 





	This is one of the Notes referred to

    in the within-mentioned Indenture:	 
	

Dated:	

 
	

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

    as Trustee	

 
	

By:	

 	

 
	 	
	 
	 	Authorized Signatory

	 




Exh. A-4







 
(Back of Note)  


 9% Senior Notes due 2012  


        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 



        1.    Interest.    The Issuers promise to pay interest on the principal amount of this Note at the rate of 9% per
annum from the date of original issuance until maturity and shall pay the Additional Interest pursuant to Section 2 of the Registration Rights Agreement referred to below. The Issuers will pay
interest and Additional Interest semi-annually on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from the Issue Date; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;  provided, further, that the first Interest Payment Date shall be October 15, 2004. The Issuers
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue payments of the principal, Purchase Price and Redemption Price of this Note from
time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) hereon from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


        2.    Method of Payment.    The Issuers will pay interest on the Notes (except defaulted interest) and Additional
Interest, if any, to the Persons who are registered Holders of Notes at the close of business on April 1 and October 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of
interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered
Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption
Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option
of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders;  provided that payment by wire transfer of
immediately available funds will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. Such
payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. 


        3.    Paying Agent and Registrar.    Initially, The Bank of New York Trust Company, N.A., the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers may act in any such capacity. 


        4.    Indenture and Guarantees.    The Issuers issued $257.1 million in aggregate principal amount of the Notes
on the Issue Date under an Indenture dated as of April 14, 2004 (the "Indenture") among 


Exh. A-5







 



the
Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S.C. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. The Notes are general obligations of the Issuers. Payment on each Note is guaranteed, jointly and severally, by the Guarantors pursuant to Article Eleven of the Indenture. 


        5.    Optional Redemption.    The Issuers may redeem any or all of the Notes at any time on or after April 15,
2008, upon not less than 30 nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple thereof at the Redemption Prices (expressed as a percentage of the principal amount)
set forth below, if redeemed during the 12-month period beginning April 15 of the years indicated below: 



	Year
 
	 	Redemption Price

	2008	 	104.500%
	2009	 	102.250%
	2010 and thereafter	 	100.000%






in
each case together with accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. 


        If
less than all the Notes are to be redeemed, the Trustee will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable. 


        6.    Special Redemption.    In the event Holdings or the Issuers completes one or more Equity Offerings on or before
April 15, 2007, the Issuers, at their option, may use the net cash proceeds from any such Equity Offering to redeem up to 40% of the original principal amount of the Notes (a "Special
Redemption") at a Redemption Price of 109% of the principal amount, together with accrued and unpaid interest and Additional Interest (if any), to the date of redemption, provided, however, that at
least 60% of the original principal amount of the Notes will remain outstanding immediately after each such redemption; and provided, further, that each such redemption shall occur within
90 days after the date of the closing of the applicable Equity Offering. The Trustee will select the particular Notes or portions thereof to be redeemed by lot, only on a  pro rata basis or on as
nearly a pro rata basis as is practicable (subject to DTC procedures). 



        7.    Mandatory Redemption.    Except as set forth in Paragraph 9 below with respect to repurchases of Notes in
certain events or as contemplated in Section 3.8 of the Indenture, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes. 


        8.    Notice of Redemption.    Subject to the provisions of the Indenture, a notice of redemption will be mailed at
least 30 days but not more than 60 days (or 45 days in the case of mandatory redemption) before the Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date, interest ceases to accrue on Notes or portions thereof called for redemption. 


        9.    Repurchase at Option of Holder.    



        (a)   If
there is a Change of Control, the Issuers shall be required to make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a Purchase Price equal to 101% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of 



Exh. A-6







 

Control,
the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 


        (b)   Except
as otherwise provided in the Indenture, on the 361st day after an Asset Sale (a "Net Proceeds Offer Trigger
Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by Holdings or such
Restricted Subsidiary to allow the Issuers to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to the extent required by the
terms of any Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari
Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the
Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari
Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a  pro rata basis based on
the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or
such longer period as may be required by law. 




        10.    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 


        11.    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes. 


        12.    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Indenture, the Notes and the Guarantees
may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Notes and the Guarantees may be amended or supplemented to provide for the issuance of additional Notes in accordance with the terms of the Indenture, to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers' or any Guarantor's obligations to Holders of the
Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. 


Exh. A-7







 

        13.    Defaults and Remedies.    Events of Default include (i) default for 30 days in the payment when
due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of principal, Redemption Price or Purchase Price of the Notes when the same becomes due and
payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
(iii) failure by an Issuer or any Guarantor to comply with any covenant contained in the Indenture for 30 days after notice to such Issuer or such Guarantor by the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Notes outstanding; (iv) default under certain other agreements relating to Indebtedness of Holdings and certain of its Subsidiaries
which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or (b) results in the acceleration of such Indebtedness prior to its express maturity and,
in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a default for failure to pay principal at final
maturity or the maturity of which has been so accelerated, aggregates $10.0 million or more and such failure shall not have been cured or waived within 30 days thereof;
(v) certain final judgments for the payment of money that remain undischarged for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds
$10.0 million; and (vi) certain events of bankruptcy or insolvency with respect to Holdings or any Significant Subsidiary of Holdings. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines
that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of, or interest on any Notes. The Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 


        14.    Trustee Dealings with the Issuers.    Subject to certain limitations, the Trustee under the Indenture, in its
individual or any other capacity, may become owner or pledgee of Notes and may otherwise deal with the Issuers or their Affiliates as if it were not Trustee. 


        15.    No Recourse Against Others.    No past, present or future director, manager, officer, employee, incorporator
(or Person forming any limited liability company), agent, member or stockholder of the Issuers, as such, shall have any liability for any obligations of the Issuers under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes. 


        16.    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent. 


        17.    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act). 


Exh. A-8







 



        18.    Discharge Prior to Maturity.    If the Issuers deposit with the Trustee or Paying Agent cash or U.S. Government
Securities sufficient to pay the principal or Redemption Price of, and interest and Additional Interest, if any, on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Issuers will be discharged from the Indenture, except for certain Sections thereof. 


        19.    Governing Law.    The Indenture, the Guarantees and this Note shall be governed by and construed in accordance
with the laws of the State of New York. Each of the Issuers, the Guarantors and the Trustee hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the
Indenture and the Notes, and irrevocably accept for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the Guarantors and
the Trustee irrevocably waives, to the fullest extent that it may effectively do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue
of
any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein
shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuers or any
Guarantor in any other jurisdiction. 


        20.    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers
placed thereon. 


        21.    Registration Rights.    Pursuant to the Registration Rights Agreement, the Issuers will be obligated upon the
occurrence of certain events to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Series A Note for the Issuers' 9% Senior Notes due
2012, Series B, which have been registered under the Securities Act, in like principal amount and having terms identical in all material respects as the Series A Notes. The Holders shall
be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement. 


        The
Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to: 


Superior
Essex Communications LLC

150 North Interstate Parkway, Suite 300

Atlanta, Georgia 30339-2101

Attention: Chief Financial Officer 


Exh. A-9







 
ASSIGNMENT FORM  



	 	 To assign this Note, fill in the form below:
	 	 (I) or (we) assign and transfer this Note to
	

 (Insert assignee's soc. sec. or tax I.D. no.)
	


	


	


	


	

 (Print or type assignee's name address and zip code)
	and irrevocably appoint	 
	 	

	agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.





	

Date:	

 	
 	

 	

 
	 	
	 	 	 
	 	 	 	Your Signature:	 
	 	 	 	 	
(Sign exactly as your name appears on the face of this Note)





	

 	
 	

Signature Guarantee:	

 
	 	 	 	
(Participant in recognized signature guarantee medallion program)






Exh. A-10







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you wish to elect to have all or any portion of this Note purchased by the Issuers pursuant to Section 4.10 ("Net Proceeds
Offer") or Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable boxes 



	

o	

Net Proceeds Offer:	
 	

o	

Change of Control Offer:
	

 	

in whole	

o	
 	

 	

in whole	

o
	

 	

in part	

o	
 	

 	

in part	

o
	

 	

Amount to be purchased:

$__________	
 	

 	

Amount to be purchased:

$__________






	

Dated:	

 	
 	

Signature:	

 
	 	
	 	 	
(Sign exactly as your name appears on the other side of this Note)





	

Signature Guarantee:	
 	

 
	 	 	
(Participant in recognized signature guarantee medallion program)





	

Social Security Number or

Taxpayer Identification Number:	
 	

 
	 	 	





Exh. A-11








   EXHIBIT B  


FORM OF SERIES B NOTE



(Face of Note)



SUPERIOR ESSEX COMMUNICATIONS LLC

ESSEX GROUP, INC.



9% SENIOR NOTE DUE 2012  


THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE
IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


Exh. B-1







 
SUPERIOR ESSEX COMMUNICATIONS LLC

ESSEX GROUP, INC.



9% SENIOR NOTE DUE 2012  



	 	 	 	CUSIP No.	 
	 	 	 	 	 	

	No.	 	 	$	 	 
	 	
	 	 	






Interest
Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1 


        SUPERIOR
ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior Essex Communications"), and ESSEX GROUP, INC., a
Michigan corporation ("Essex Group" and, together with Superior Essex Communications, the "Issuers,"
which term includes any successor entity under the Indenture hereinafter referred to), as joint and several obligors, for value received, promise to pay to
                                        ,
or registered assigns, the principal sum of                          Dollars on April 15, 2012.
 


        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this
place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 


[Signatures
on following page] 


Exh. B-2







 

        IN
WITNESS WHEREOF, the Issuers have caused this Note to be duly executed. 



	 	 	SUPERIOR ESSEX COMMUNICATIONS LLC
	

 	
 	

By:	
 	

SUPERIOR ESSEX HOLDING CORP.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Title:
	

 	
 	

 	
 	

 
	

 	
 	

ESSEX GROUP, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Title:





This
is one of the Notes referred to

    in the within-mentioned Indenture: 


Dated:



THE
BANK OF NEW YORK TRUST COMPANY, N.A.,

    as Trustee 



	By:	 	 
	 	 	
 Authorized Signatory




Exh. B-3







 
(Back of Note)



9% Senior Notes due 2012  


        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 



           1.  Interest.    The Issuers promise to pay interest on the principal amount of this Note at the rate of 9% per
annum from the date of original issuance until maturity. The Issuers will pay interest semi-annually on April 15 and October 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the Note will accrue from the most recent date to which interest has been paid or, if no interest has
been paid, from the Issue Date; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be October 15, 2004.
The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue payments of the principal, Purchase Price and Redemption Price of
this Note from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) hereon from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 



           2.  Method of Payment.    The Issuers will pay interest on the Notes (except defaulted interest) and Additional
Interest, if any, to the Persons who are registered Holders of Notes at the close of business on April 1 and October 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of
interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered
Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption
Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option
of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer
of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. 


           3.  Paying Agent and Registrar.    Initially, The Bank of New York Trust Company, N.A., the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers may act in any such capacity. 



           4.  Indenture and Guarantees.    The Issuers issued $257.1 million in aggregate principal amount of the
Notes on the Issue Date under an Indenture dated as of April 14, 2004 (the "Indenture") among 


Exh. B-4







 



the
Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S.C. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are general obligations of the Issuers. Payment on each Note is guaranteed, jointly and severally, by the Guarantors pursuant to Article Eleven of the Indenture. 


           5.  Optional Redemption.    The Issuers may redeem any or all of the Notes at any time on or after April 15,
2008, upon not less than 30 nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple thereof at the Redemption Prices (expressed as a percentage of the principal amount)
set forth below, if redeemed during the 12-month period beginning April 15 of the years indicated below: 



	Year
 
	 	Redemption Price
	 
	2008	 	104.500	%
	2009	 	102.250	%
	2010 and thereafter	 	100.000	%






in
each case together with accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. 


        If
less than all the Notes are to be redeemed, the Trustee will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable. 


           6.  Special Redemption.    In the event Holdings or the Issuers completes one or more Equity Offerings on or before
April 15, 2007, the Issuers, at their option, may use the net cash proceeds from any such Equity Offering to redeem up to 40% of the original principal amount of the Notes (a
"Special Redemption") at a Redemption Price of 109% of the principal amount, together with accrued and unpaid interest and Additional Interest (if any),
to the date of redemption; provided, however, that at least 60% of the original principal amount of the
Notes will remain outstanding immediately after each such redemption; and provided, further, that each
such redemption shall occur within 90 days after the date of the closing of the applicable Equity Offering. The Trustee will select the particular Notes or portions thereof to be redeemed by
lot, only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC
procedures). 


           7.  Mandatory Redemption.    Except as set forth in Paragraph 9 below with respect to repurchases of Notes
in certain events or as contemplated in Section 3.8 of the Indenture, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes. 


           8.  Notice of Redemption.    Subject to the provisions of the Indenture, a notice of redemption will be mailed at
least 30 days but not more than 60 days (or 45 days in the case of Mandatory redemption) before the Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date, interest ceases to accrue on Notes or portions thereof called for redemption. 


           9.  Repurchase at Option of Holder. 



        (a)   If
there is a Change of Control, the Issuers shall be required to make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a Purchase Price equal to 101% of the principal amount thereof  plus accrued and unpaid interest and
Additional Interest, if any, to the date of repurchase, in accordance with the procedures set forth in the
Indenture. Within 30 days following any Change of 



Exh. B-5







 

Control,
the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 


        (b)   Except
as otherwise provided in the Indenture, on the 361st day after an Asset Sale (a "Net Proceeds Offer Trigger
Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by Holdings or such
Restricted Subsidiary to allow the Issuers to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to the extent required by the
terms of any Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari
Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the
Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari
Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a  pro rata basis based on
the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or
such longer period as may be required by law. 




         10.  Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 


         11.  Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes. 


         12.  Amendment, Supplement and Waiver.    Subject to certain exceptions, the Indenture, the Notes and the Guarantees
may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Notes and the Guarantees may be amended or supplemented to provide for the issuance of additional Notes in accordance with the terms of the Indenture, to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers' or any Guarantor's obligations to Holders of the
Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. 


Exh. B-6







 



         13.  Defaults and Remedies.    Events of Default include (i) default for 30 days in the payment when
due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of principal, Redemption Price or Purchase Price of the Notes when the same becomes due and
payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
(iii) failure by an Issuer or any Guarantor to comply with any covenant contained in the Indenture for 30 days after notice to such Issuer or such Guarantor by the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Notes outstanding; (iv) default under certain other agreements relating to Indebtedness of Holdings and certain of its Subsidiaries
which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or (b) results in the acceleration of such Indebtedness prior to its express maturity and,
in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a default for failure to pay principal at final
maturity or the maturity of which has been so accelerated, aggregates $10.0 million or more and such failure shall not have been cured or waived within 30 days thereof;
(v) certain final judgments for the payment of money that remain undischarged for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds
$10.0 million; and (vi) certain events of bankruptcy or insolvency with respect to Holdings or any Significant Subsidiary of Holdings. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines
that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of, or interest on any Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 


         14.  Trustee Dealings with Issuers.    Subject to certain limitations, the Trustee under the Indenture, in its
individual or any other capacity, may become owner or pledgee of Notes and may otherwise deal with the Issuers or their Affiliates as if it were not Trustee. 


         15.  No Recourse Against Others.    No past, present or future director, manager, officer, employee, incorporator
(or Person forming any limited liability company), agent, member or stockholder of the Issuers, as such, shall have any liability for any obligations of the Issuers under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes. 


         16.  Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent. 


         17.  Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). 


Exh. B-7







 



         18.  Discharge Prior to Maturity.    If the Issuers deposit with the Trustee or Paying Agent cash or U.S. Government
Securities sufficient to pay the principal or Redemption Price of, and interest and Additional Interest, if any, on, the Notes to maturity or a specified Redemption Date and satisfies certain
conditions specified in the Indenture, the Issuers will be discharged from the Indenture, except for certain Sections thereof. 


         19.  Governing Law.    The Indenture, the Guarantees and this Note shall be governed by and construed in accordance
with the laws of the State of New York. Each of the Issuers, the Guarantors and the Trustee hereby irrevocably submits to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the
Indenture and the Notes, and irrevocably accept for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the Guarantors and
the Trustee irrevocably waives, to the fullest extent that it may effectively do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuers
or any Guarantor in any other jurisdiction. 


         20.  CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers
placed thereon. 


        The
Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to: 


Superior
Essex Communications LLC

150 North Interstate Parkway, Suite 300

Atlanta, Georgia 30339-2101

Attention: Chief Financial Officer 


Exh. B-8







 
ASSIGNMENT FORM  



	 	 To assign this Note, fill in the form below:
	 	 (I) or (we) assign and transfer this Note to
	

 (Insert assignee's soc. sec. or tax I.D. no.)
	


	


	


	


	

 (Print or type assignee's name address and zip code)
	and irrevocably appoint	 
	 	

	agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.





	

Date:	

 	
 	

 	

 
	 	
	 	 	 
	 	 	 	Your Signature:	 
	 	 	 	 	
(Sign exactly as your name appears on the face of this Note)







	

 	
 	

Signature Guarantee:	

 
	 	 	 	
(Participant in recognized signature guarantee medallion program)




Exh. B-9







 
OPTION OF HOLDER TO ELECT PURCHASE  


        If you wish to elect to have all or any portion of this Note purchased by the Issuers pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable boxes 



	

o	

Net Proceeds Offer:	
 	

o	

Change of Control Offer:
	

 	

in whole	

o	
 	

 	

in whole	

o
	

 	

in part	

o	
 	

 	

in part	

o
	

 	

Amount to be purchased:

$__________	
 	

 	

Amount to be purchased:

$__________






	

Dated:	

 	
 	

Signature:	

 
	 	
	 	 	
(Sign exactly as your name appears on the other side of this Note)







	

Signature Guarantee:	
 	

 
	 	 	
(Participant in recognized signature guarantee medallion program)







	

Social Security Number or

Taxpayer Identification Number:	
 	

 
	 	 	





Exh. B-10








   EXHIBIT C  


GUARANTEE  


        For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments
in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest, if any, payable thereon) in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below)
or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article Eleven of the Indenture and this Guarantee. This
Guarantee will become effective in accordance with Article Eleven of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by
the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of April 14, 2004, among
Superior Essex Communications LLC, a Delaware limited liability company ("Superior Essex Communications") and Essex Group, Inc., a Michigan corporation ("Essex Group Communications" and,
together with Superior Essex Communications, the "Issuers"), as joint and several obligors, each of the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee") (as amended or supplemented, the "Indenture"). 


        THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. 


[Signatures
on following page] 


Exh. C-1







 

        This
Guarantee is subject to release upon the terms set forth in the Indenture. 



	

 	

SUPERIOR ESSEX INC.

SUPERIOR ESSEX HOLDING CORP.

ESSEX INTERNATIONAL INC.

ESSEX GROUP, INC. (DE)

ESSEX CANADA INC.

ESSEX GROUP MEXICO INC.

ESSEX TECHNOLOGY, INC.

ESSEX WIRE CORPORATION

ESSEX MEXICO HOLDINGS, L.L.C.
	

 	

By:	

 
	 	 	

	 	 	Name:
	 	 	Title:




Exh. C-2








   EXHIBIT D(1)  


FORM OF REGULATION S CERTIFICATE  





The
Bank of New York Trust Company, N.A.

100 Ashford Center North

Suite 520

Atlanta, Georgia 30338 


Attention:
Corporate Trust Department 



	Re:
	Superior Essex Communications LLC and Essex Group, Inc.

(the "Issuers") 9% Senior Notes due 2012 (the "Notes")




Dear
Sirs: 


        This
letter relates to U.S. $____________ principal amount at maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as of April 14, 2004 relating to
the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of
Regulation S promulgated under the U.S. Securities Act of 1933, as amended. 


        You
and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S). 



	

 	

Very truly yours,
	

 	

[Name of Holder]
	

 	

By:	

 
	 	 	
 Authorized Signature






Exh. D(1)-1








   EXHIBIT D(2)  


CERTIFICATE TO BE DELIVERED

UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES  


_____________,
______ 


The
Bank of New York Trust Company, N.A.

100 Ashford Center North

Suite 520

Atlanta, Georgia 30338 


Attention:
Corporate Trust Department 



	Re:
	Superior Essex Communications LLC and Essex Group, Inc.

(the "Issuers") 9% Senior Notes due 2012 (the "Notes")




Dear
Sirs: 



        This
Certificate relates to $________ principal amount of Notes held in *______ book-entry or *__________ certificated form by ___________(the "Transferor"). 


        The
Transferor:* 


        o     has
requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the
Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof
indicated above); or 


        o     has
requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 


        In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to
the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* 


        o     Such
Note is being acquired for the Transferor's own account, without transfer. 



        o     Such
Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act")) in reliance on Rule 144A. 


        o     Such
Note is being transferred to an "Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) in accordance with Regulation D under the Securities Act. 



        o     Such
Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the
Securities Act. 


        o     Such
Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective
registration statement under the Securities Act. 


        o     Such
Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities
Act accompanies this Certificate. 



	

 	

Very truly yours,
	

 	

[INSERT NAME OF TRANSFEROR]
	

 	

By:	

 
	 	 	

	 	 	Name:
	 	 	Title:





Date: __________________





	*
	Check
applicable box 


Exh. D(2)-1








   EXHIBIT E  


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO NON QIB ACCREDITED INVESTORS  


____________,
_________

The Bank of New York Trust Company, N.A.

100 Ashford Center North

Suite 520

Atlanta, Georgia 30338 


Attention:
Corporate Trust Department 



	Re:
	Superior Essex Communications LLC and Essex Group, Inc.

(the "Issuers") 9% Senior Notes due 2012 (the "Notes")




Dear
Sirs: 


        In
connection with our proposed purchase of 9% Senior Notes due 2012 (the "Notes") of the Issuers, we confirm that: 



        1.     We
understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of April 14, 2004
relating to the Notes (the "Indenture") and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act"). 


        2.     We
understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the Notes may not be offered, sold or
otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two years after the original issuance of the Notes, we will do so only (A) to the Issuers, Superior
Essex Inc. or any subsidiary thereof, (B) inside the United States to a "qualified institutional buyer" in compliance with Rule 144A under the Securities Act, (C) inside
the United States to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes to you a signed letter substantially in the form of this letter,
(D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available) (F) in accordance with another exemption from the registration requirements of the Securities Act, or (G) pursuant to
an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the
Notes are restricted as stated herein and in the Indenture. 


        3.     We
understand that, on any proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last date the Notes were held by an affiliate
of the Issuers pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers
may reasonably require to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 



        4.     We
are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are acquiring the Notes
for investment purposes and not with a view 


Exh. E-1







 



to,
or offer of sale in connection with, any distribution in violation of the Securities Act, and we are each able to bear the economic risk of our or its investment. 



        5.     We
are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which
we exercise sole investment discretion. 


        You
and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. 



	

 	

Very truly yours,
	

 	

(Name of Transferee)
	

 	

By:	

 
	 	 	
 Authorized Signature






Exh. E-2








   EXHIBIT F  


FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S  


                        ,
             


The
Bank of New York Trust Company, N.A.

100 Ashford Center North

Suite 520

Atlanta, Georgia 30338 



	Re:
	Superior Essex Communications LLC and Essex Group, Inc.

(the "Issuers") 9% Senior Notes due 2012 (the "Notes")




Dear
Sirs: 



        In
connection with our proposed sale of $            aggregate principal amount at maturity of the Notes, we confirm that such sale has been effected pursuant to and in accordance
with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        (1)   the
offer of the Notes was not made to a person in the United States; 



        (2)   at
the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee
was outside the United States; 


        (3)   no
directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and 


        (4)   the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. 




        You
and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. 



	 	 	Very truly yours,
	

 	
 	

[Name of Transferor]
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Signature




Exh. F-1











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