wire transfer of immediately available
Dollars as follows:
If to Assignee, to the following account (or to such other account as Assignee
may designate from time to time):
ABA No.
Account No.
Reference:
If to Assignor, to the following account (or to such other account as Assignor
may designate from time to time):
ABA No.
For Account of:
Reference:
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed and delivered by their respective duly authorized
officers, as of the date first above written.
("Assignor")
By:
Title:
("Assignee")
By:
Title:
SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE
EXHIBIT F
to
Second Amended and Restated Loan Agreement
FORM OF NOTICE
Reference is made to (i) Second Amended and Restated Loan Agreement dated
August 5, 2008 (at any time amended, restated, modified or supplemented, the
"Loan Agreement"), among SUPERIOR ESSEX COMMUNICATIONS LP (hereinafter referred
to as "Superior Essex" or "Borrower Agent"), a Delaware limited partnership,
ESSEX GROUP, INC., a Michigan corporation (hereinafter referred to as "Essex";
Superior Essex and Essex being referred to collectively as "U.S. Borrowers," and
individually as a "U.S. Borrower"), ESSEX GROUP CANADA INC., a Nova Scotia
company (hereinafter referred to as
"Canadian Borrower", and together with U.S.
Borrowers, "Borrowers"), BANK OF AMERICA, N.A., as collateral and administrative
agent (in such capacity, "Administrative Agent") for itself and the financial
institutions from time to time parties thereto as lenders ("Lenders"), BANK OF
AMERICA, N.A. (THROUGH ITS CANADA BRANCH), as Canadian agent (in such capacity,
"Canadian Agent") for itself and Lenders, such Lenders and the other parties
named therein, and (ii) the Assignment and Acceptance dated as
of
, 20
(the "Assignment Agreement") between
(the "Assignor")
and
(the "Assignee"). Except as otherwise defined
herein, capitalized terms used herein which are defined in the Loan Agreement
are used herein with the respective meanings specified therein.
The Assignor hereby notifies Borrowers and [Administrative Agent / Canadian
Agent] of Assignor's intent to assign to Assignee pursuant to the Assignment
Agreement a principal amount of (i) $
of the
outstanding [U.S. / Canadian] Revolver Loans held by Assignor and
$
of participations of Assignor in [U.S. / Canadian]
LC Obligations, and (ii) $
of Assignor's
Borrower Group Commitments with respect to [U.S. Borrowers/Canadian Borrower]
(which amount includes Assignor's outstanding [U.S. / Canadian] Revolver Loans
being assigned to Assignee pursuant to clause (i) above), together with an
interest in the Loan Documents corresponding to the interest in the Loans and
Commitments so assigned. Pursuant to the Assignment Agreement, Assignee has
expressly assumed all of Assignor's obligations under the Loan Agreement to the
extent of the Assigned Interest (as defined in the Assignment Agreement).
154
For purposes of the Loan Agreement, [Administrative Agent / Canadian Agent]
shall deem Assignor's share of the Borrower Group Commitments with respect to
[U.S. Borrowers/Canadian Borrower] to be reduced by
$
, and Assignee's share of the Borrower Group
Commitments with respect to [U.S. Borrowers/Canadian Borrower] to be increased
by $
.
The address