Exhibit 99.(c)(2)
STOCKHOLDERS AGREEMENT
AGREEMENT, dated as of October 21, 1998, among Superior Telecom Inc.,
a Delaware corporation ("Parent"), SUT Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent (the "Merger Sub"), and Bessemer
Holdings, L.P., Bessec Holdings, L.P., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, The ▇▇▇▇▇ Foundation,
▇▇▇▇▇ 1994 Family Partnership, L.P., ▇▇▇▇ ▇. ▇▇▇▇▇, North Hailey Corporation,
Nebris Corporation, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 1994 Family Partnership, L.P.,
▇▇▇▇▇▇▇▇ Corporation, Old Hundred Corporation, Craighall Corporation and ▇▇▇▇▇▇
▇. ▇▇▇▇▇ (each, a "Stockholder", and collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Merger Sub and Essex International Inc., a Delaware
corporation (the "Company"), have entered into an Agreement and Plan of Merger
(as such agreement may hereafter be amended from time to time, the "Merger
Agreement"), pursuant to which Merger Sub will be merged with and into the
Company (the "Merger");
WHEREAS, in furtherance of the Merger, Parent and the Company desire
that as soon as practicable (and not later than five business days) after the
announcement of the execution of the Merger Agreement, Merger Sub shall commence
a cash tender offer (the "Offer") to purchase at a price of $32.00 per share up
to 22,562,135 outstanding shares of Common Stock (as defined in Section 1
hereof), including a pro rata portion of the Shares (as defined in Section 2
hereof) beneficially owned by each of the Stockholders; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that each of the Stockholders agrees, and each of
the Stockholders has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities (other than outstanding unexercised options granted under the
Stock Option Plans) shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant
to any agreement, arrangement or understanding, whether or not in writing.
Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities
Beneficially Owned by all other Persons with whom such Person would
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange
Act.
(b) "Common Stock" shall mean at any time the Common Stock, $0.01 par
value, of the Company.
(c) "Person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, association, trust,
unincorporated organization or other entity.
(d) Capitalized terms used and not defined herein, and the term
"Acquisition Proposal," have the respective meanings ascribed to them in
the Merger Agreement.
2. Tender of Shares.
(a) In order to induce Parent and Merger Sub to enter into the Merger
Agreement, each of the Stockholders hereby agrees to validly tender (or cause
the record owner of such shares to validly tender), and not to withdraw,
pursuant to and in accordance with the terms of the Offer, not later than the
tenth business day after commencement of the Offer pursuant to Section 1.01 of
the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares
of Common Stock set forth opposite such Stockholder's name on Schedule I hereto
(the "Existing Shares" of such Stockholder, and together with any shares
acquired by such Stockholder in any capacity after the date hereof and prior to
the termination of this Agreement by means of purchase, dividend, distribution
or in any other way, the "Shares" of such Stockholder), all of which are
Beneficially Owned by such Stockholder. Each of the Stockholders hereby
acknowledges and agrees that Parent's and Merger Sub's obligation to accept for
payment and pay for such Stockholder's Shares in the Offer, including the Shares
Beneficially Owned by such Stockholder, is subject to the terms and conditions
of the Offer and the Merger Agreement.
(b) Each of the Stockholders hereby permits Parent and Merger Sub to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the S-4 Registration Statement
(including the Prospectus/Proxy Statement constituting a part thereof and all
documents and schedules filed with the SEC) his or its identity and ownership of
the Common Stock and the nature of his or its commitments, arrangements and
understandings under this Agreement.
3. Option In order to induce Parent and Merger Sub to enter into the
Merger Agreement, each of the Stockholders hereby grants to Merger Sub an
irrevocable option (individually, the "Stock Option" and collectively, the
"Stock Options") to purchase such Stockholder's Shares (the "Option Shares") for
a cash purchase price (the "Purchase Price") equal to $32.00 per Share. Merger
Sub may exercise the Stock Options, with respect to all or any part of each
Stockholder's Option Shares, after the occurrence of any event as a result of
which Parent would be entitled to receive the Fee pursuant to Section 8.03(b)(i)
or Section 8.03(b)(ii) of the Merger Agreement (regardless of whether Parent
then exercises its right to terminate the Merger Agreement). The Stock Options
shall become exercisable, in whole or in part, upon any such
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event and remain exercisable in whole or in part until the date which is 120
days after the date of such event (the "120 Day Period"), so long as: (i) all
waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), required for the purchase of the Option Shares upon
such exercise shall have expired or been waived and (ii) there shall not be in
effect any preliminary injunction or other order issued by any Governmental
Entity prohibiting the exercise of the Stock Options pursuant to this Agreement;
provided that if (i) all HSR Act waiting periods shall not have expired or been
waived or (ii) there shall be in effect any such injunction or order, in each
case on the expiration of the 120 Day Period, the 120 Day Period shall be
extended until five business days after the later of (A) the date of expiration
or waiver of all HSR Act waiting periods and (B) the date of removal or lifting
of such injunction or order. If Merger Sub wishes to exercise any or all of the
Stock Options, Merger Sub shall send a written notice (the "Notice") to such
Stockholder or Stockholders identifying the place and date (not less than 15
days after the date of the Tag-Along Event (as defined in Section 4(a)) for the
closing of such purchase or purchases.
4. Additional Agreements.
(a) Management Stockholders Agreement. Each of the Stockholders agrees
that he or it shall take, or cause to be taken, all actions necessary to comply
with its obligations pursuant to that certain Management Stockholders and
Registration Rights Agreement, dated as of October 9, 1992, by and among BE
Acquisition Corporation, BCP and certain officers and employees of Essex Group,
Inc., as amended (the "Management Stockholders Agreement"), including the
provision of Tag-Along Notices (as defined in the Management Stockholders
Agreement) to each of the Tag-Along Offerees (as defined in the Management
Stockholders Agreement) as promptly as practicable (and not later than two
business days) after the earliest to occur of the following (the "Tag-Along
Event"): (i) the Board withdraws, modifies or changes its recommendation of the
Merger Agreement, the Offer or the Merger in a manner adverse to Parent or shall
have resolved to do so, (ii) the Board recommends, takes a "neutral" position
with respect to, or resolves to accept or accepts an Acquisition Proposal, and
(iii) any person or "group" (within the meaning of Section 13(d) (3) of the
Exchange Act) shall publicly make an Acquisition Proposal. If a Tag-Along Event
occurs and any Tag-Along Offeree properly exercises his, her or its option to
sell a number of shares of Common Stock owned by such Tag-Along Offeree in
accordance with Section 3.01 of the Management Stockholders Agreement, Parent
hereby agrees to purchase such shares from the Tag-Along Offeree upon the same
terms and conditions applicable to the Stock Options.
(b) Voting Agreement. Each of the Stockholders shall, at any meeting
of the holders of Common Stock, however called, or in connection with any
written consent of the holders of Common Stock, vote (or cause to be voted) such
Stockholder's Shares (if any) then held of record or Beneficially Owned by such
Stockholder, (i) in favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and this Agreement and
any actions required in furtherance thereof and hereof and (ii) against any
Acquisition
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Proposal or other takeover proposal and against any action or agreement that
would impede, frustrate, prevent or nullify this Agreement, or result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or which would
result in any of the conditions set forth in Exhibit A to the Merger Agreement
or set forth in Article VII of the Merger Agreement not being fulfilled.
(c) Irrevocable Proxy. By its execution hereof and in order to secure
its obligations under this Agreement, each of the Stockholders hereby
irrevocably grants to, and appoints, Parent and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, or either of them, in their respective capacities as officers of
Parent, and any individual who shall hereafter succeed to any such office of
Parent, and each of them individually, as his or its true and lawful proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of him or it, to vote such Stockholder's Shares, or grant a consent or
approval in respect of such Shares in favor of the various transactions
contemplated by the Merger Agreement and against any Acquisition Proposal
("Irrevocable Proxy"). Such Stockholder hereby represents that any proxies
heretofore given in respect of his or its Shares are not irrevocable, and that
any such proxies are hereby revoked.
Each of the Stockholders understands and acknowledges that Parent is
entering into the Merger Agreement in reliance upon his or its execution and
delivery of this Irrevocable Proxy. Each of the Stockholders hereby affirms that
this Irrevocable Proxy is given in connection with the execution of this
Agreement and the Merger Agreement, and further affirms that this Irrevocable
Proxy is coupled with an interest in this Agreement for the term stated herein
and may under no circumstances be revoked. Such Stockholders hereby ratifies and
confirms all that this Irrevocable Proxy may lawfully do or cause to be done by
virtue hereof. This Irrevocable Proxy is executed and intended to be irrevocable
in accordance with the provisions of Section 212(e) of the Delaware General
Corporation Law.
(d) No Solicitation. Each of the Stockholders hereby agrees, in his or
its capacity as a stockholder of the Company, that such Stockholder (and, if
applicable, its subsidiaries or affiliates) shall not (and, if applicable, such
Stockholder shall cause its officers, directors, partners, employees,
representatives and agents, including, but not limited to, investment bankers,
attorneys and accountants, not to) directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation, partnership, Person or other entity or group
(other than Parent, any of its affiliates or representatives) concerning any
Acquisition Proposal. Each of the Stockholders will immediately cease any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal or other takeover proposal.
Each of the Stockholders will immediately communicate to Parent the terms of any
proposal, discussion, negotiation or inquiry (and will disclose any written
materials received by such Stockholder in connection with such proposal,
discussion, negotiation or inquiry) and the identity of the party making such
proposal or inquiry which such Stockholder may receive in respect of any such
transaction. Any action taken by the Company or any member of the Board of
Directors of the
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Company in his capacity as such in accordance with Section 5.02 of the Merger
Agreement shall be deemed not to violate this Section 4(d).
(e) No Inconsistent Arrangements. Each of the Stockholders hereby
covenants and agrees that, except as contemplated by this Agreement and the
Merger Agreement, such Stockholder shall not (i) transfer (which term shall
include, without limitation, any sale, gift, pledge or other disposition), or
consent to any transfer of, any or all of such Stockholder's Shares or any
interest therein other than to another Stockholder, (ii) enter into any
contract, option or other agreement or understanding with respect to any
transfer of any or all of such Stockholder's Shares or any interest therein
other than to another Stockholder, (iii) grant any proxy, power-of-attorney or
other authorization in or with respect to such Stockholder's Shares, (iv)
deposit such Stockholder's Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Stockholder's Shares or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of his or its obligations hereunder or the transactions contemplated
hereby or by the Merger Agreement.
(f) Best Efforts. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use its best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement. Each party shall promptly consult with the other and
provide any necessary information and material with respect to all filings made
by such party with any Governmental Entity in connection with this Agreement and
the Merger Agreement and the transactions contemplated hereby and thereby.
(g) Waiver of Appraisal Rights. Each of the Stockholders hereby waives
any rights of appraisal or rights to dissent from the Merger that it may have.
(h) In the event the Company fails to comply with its obligations
under Section 1.03 of the Merger Agreement, each Stockholder who is a member of
the Board shall resign, and each Stockholder shall use its best efforts to cause
any affiliate of or person related to such Stockholder to resign, from the Board
effective promptly upon purchase by Merger Sub of shares of Common Stock
pursuant to the Offer.
5. Representations and Warranties of the Stockholder. Each of the
Stockholders hereby represents and warrants to Parent as follows:
(a) Ownership of Shares. Such Stockholder is the record and Beneficial
Owner of the Existing Shares, as set forth on Schedule I. On the date
hereof, the Existing Shares of such Stockholder constitute all of the
Shares owned of record or Beneficially Owned by such Stockholder. Such
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power
of disposition, sole power to demand appraisal rights and sole power to
agree to all of the matters set forth in this Agreement,
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in each case with respect to all of the Existing Shares of such Stockholder with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the power and
authority to enter into and perform all of his or its obligations under this
Agreement. The execution, delivery and performance of this Agreement by such
Stockholder will not violate any other agreement to which such Stockholder is a
party including, without limitation, any voting agreement, proxy arrangement,
pledge agreement, shareholders agreement or voting trust. This Agreement has
been duly and validly executed and delivered by such Stockholder and constitutes
a valid and binding agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which such
Stockholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(c) No Conflicts. Except for filings under the HSR Act and the
Exchange Act (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity for the execution of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof shall (A) conflict with or result in any breach of any
organizational documents applicable to such Stockholder, (B) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of his or its properties or assets may be bound,
or (C) violate any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to such Stockholder or any of his or its
properties or assets.
(d) No Liens. Except as permitted by this Agreement or arising under
the Management Stockholders Agreement, the Existing Shares and the certificates
representing such shares are now, and at all times during the term hereof will
be, held by such Stockholder, or by a nominee or custodian for the benefit of
such Stockholder, free and clear of all Liens, proxies, voting trusts or
agreements, understandings or arrangements or any other rights whatsoever,
except for any such Liens or proxies arising hereunder.
(e) No Finder's Fees. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
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(f) Reliance by Parent. Such Stockholder understands and acknowledges
that Parent is entering into, and causing Merger Sub to enter into, the Merger
Agreement in reliance upon such Stockholder's execution and delivery of this
Agreement.
6. Representations and Warranties of Parent and Sub. Each of Parent
and Sub hereby represents and warrants to the Stockholders as follows:
(a) Power; Binding Agreement. Each of Parent and Sub has the corporate
power and authority to enter into and perform all of its obligations under
this Agreement. The execution, delivery and performance of this Agreement
by each of Parent and Merger Sub will not violate any other agreement to
which either of them is a party. This Agreement has been duly and validly
executed and delivered by each of Parent and Merger Sub and constitutes a
valid and binding agreement of each of Parent and Merger Sub, enforceable
against each of Parent and Merger Sub in accordance with its terms.
(b) No Conflicts. Except for filings under the HSR Act and the
Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by each of Parent and Merger Sub and the consummation by each of
Parent and Merger Sub of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by each of Parent and
Merger Sub, the consummation by each of Parent and Merger Sub of the
transactions contemplated hereby or compliance by each of Parent and Merger
Sub with any of the provisions hereof shall (A) conflict with or result in
any breach of any organizational documents applicable to either of Parent
or Merger Sub, (B) result in a violation or breach of, or constitute (with
or without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of
any kind to which either of Parent or Merger Sub is a party or by which
either of Parent or Merger Sub or any of their properties or assets may be
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to either of Parent or Merger Sub or
any of their properties or assets.
7. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
8. Stop Transfer. Each of the Stockholders agrees that he or it
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of
such Stockholder's Shares, unless such transfer is made in compliance with this
Agreement. In the event of a stock dividend or distribution, or any change in
the Common
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Stock by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, the term "Shares" shall refer to and include
each Stockholder's Shares as well as all such stock dividends and distributions
and any shares into which or for which any or all of each Stockholder's Shares
may be changed or exchanged.
9. Termination. Except as provided in Section 3 hereof, the
covenants, agreements and proxy contained herein with respect to each
Stockholder's Shares shall terminate upon the earlier of (a) the payment by
Merger Sub for shares of Common Stock purchased pursuant to the Offer and (b)
the termination of the Merger Agreement in accordance with its terms.
10. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) Binding Agreement. This Agreement and the obligations hereunder
shall attach to each Stockholder's Shares and shall be binding upon any Person
or entity to which legal or beneficial ownership of each Stockholder's Shares
shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's administrators or successors. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all obligations of the transferor under this Agreement.
(c) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party; provided
that Merger Sub may assign all of its rights hereunder to any direct or indirect
wholly owned subsidiary of Parent to which it has assigned all of its rights
under the Merger Agreement and, provided further, however, that the Stock
Options shall be freely transferable once they become exercisable under Section
3. Notwithstanding anything herein to the contrary, no assignment shall not
relieve an assigning party of its obligations hereunder.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy (with a
confirmation copy sent for next day delivery via courier service, such as
Federal Express), or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
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If to the
Stockholders: Bessemer Partners & Co.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: Cravath, Swaine & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Esq.
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to Parent
or Merger Sub: Superior Telecom Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Copy to: Proskauer Rose LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore in the event
of any such breach the aggrieved party shall be entitled
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to the remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which
it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(j) No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Waiver of Jury Trial. Each party hereto hereby waives any right to
a trial by jury in connection with any action, suit or proceeding brought in
connection with this Agreement.
(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, Parent, Merger Sub and each Stockholder have
caused this Agreement to be duly executed as of the day and year first above
written.
SUPERIOR TELECOM INC.
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board,
President and Chief Executive
Officer
SUT ACQUISITION CORP.
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board,
President and Chief Executive
Officer
BESSEMER HOLDINGS, L.P.
By: KYLIX HOLDINGS, L.L.C., General
Partner
By: ▇▇▇▇▇▇▇▇ CORPORATION, a principal
manager
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
BESSEC HOLDINGS, L.P.
By: KYLIX HOLDINGS, L.L.C., General
Partner
By: ▇▇▇▇▇▇▇▇ CORPORATION, a principal
manager
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
IN WITNESS WHEREOF, Parent, Merger Sub and each Stockholder have
caused this Agreement to be duly executed as of the day and year first above
written.
SUPERIOR TELECOM INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board,
President and Chief Executive
Officer
SUT ACQUISITION CORP.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board,
President and Chief Executive
Officer
BESSEMER HOLDINGS, L.P.
By: KYLIX HOLDINGS, L.L.C., General
Partner
By: ▇▇▇▇▇▇▇▇ CORPORATION, a principal
manager
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
BESSEC HOLDINGS, L.P.
By: KYLIX HOLDINGS, L.L.C., General
Partner
By: ▇▇▇▇▇▇▇▇ CORPORATION, a principal
manager
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
THE ▇▇▇▇▇ FOUNDATION
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇ 1994 FAMILY PARTNERSHIP, L.P.
By: NORTH HAILEY CORPORATION,
General Partner
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
NORTH HAILEY CORPORATION
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
NEBRIS CORPORATION
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ 1994 FAMILY PARTNERSHIP, L.P.
By: ▇▇▇▇▇▇▇▇ CORPORATION, General
Partner
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ CORPORATION
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
OLD HUNDRED CORPORATION
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
CRAIGHALL CORPORATION
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SCHEDULE I
--------------------------------------------------------------------------------
Number of Options Held
Name of Stockholder Shares Held @$15/sh
------------------- ----------- -------
--------------------------------------------------------------------------------
▇▇▇▇▇ 1994 Family Partnership, L.P. 162,272
--------------------------------------------------------------------------------
North Hailey Corporation 13,714
--------------------------------------------------------------------------------
Nebris Corporation 607,346
--------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ 215,571 843
--------------------------------------------------------------------------------
The ▇▇▇▇▇ Foundation 22,500
--------------------------------------------------------------------------------
Lindsay 1994 Family Partnership, L.P. 158,460
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ Corporation 7,395
--------------------------------------------------------------------------------
Old Hundred Corporation 340,186
--------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 115,442 843
--------------------------------------------------------------------------------
Craighall Corporation 64,070 0
--------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 0 843
--------------------------------------------------------------------------------
Bessemer Holdings, L.P. 11,316,903
--------------------------------------------------------------------------------
Bessec Holdings, L.P. 230,328
--------------------------------------------------------------------------------