Exhibit 10.1


Translation from French-for Information Only


AMENDMENT
n° 1


to
the Agreement for Assignment of Receivables N°


Among:      ESSEX NEXANS EUROPE, a French simplified stock
company (“société par action
simplifiée”), the share capital of which is EUR 40 930 000,
registered with the Registry of Commerce and Companies (“Registre du
Commerce et des Sociétés”- RCS) of Compiègne B
440 088 110, the registered office of which is located in Compiègne
(60 200), Rue Jean Monnet – L’Européen, Parc tertiaire de la Croix, and
hereinafter called the “Company”


Together
with


ESSEX NEXANS, a French simplified stock company (“société par action simplifiée”), the share
capital of which is EUR 14,000,000, registered with the Registry of Commerce
and Companies (“Registre du Commerce et des Sociétés”-
RCS) of Compiègne B 444 684 549, the registered office of which is
located in Compiègne (60 200), Rue Jean Monnet – L’Européen, Parc
tertiaire de la Croix,


and hereinafter called “Participant A”


ESSEX NEXANS L+K GmbH, a German
company the share capital of which is EUR 25,000, the registered office of
which is located at Engterstrasse 34, 49565 Bramsche – Germany, registered with
Section B of the Commercial Registry of Osnabrück under n° 21732,


and hereinafter called “Participant B”


ESSEX NEXANS UK, the head office
of which is located at Ellis Ashton Park, Liverpool, L36 6BW - England,
registration n° 03512877,


and hereinafter called “Participant C”,


And:           Compagnie
Générale d’Affacturage, a French
corporation (SA – “société anonyme”),
the share capital of which is EUR 14,400,000, registered with the
Registry of Commerce and Companies (“Registre du Commerce et
des Sociétés”- RCS) of
Bobigny B 702 016 312, the registered office of which is located in Saint Denis
(93200), 3 rue Francis de Pressensé, hereinafter called “CGA”,


RECITALS:


The parties hereby agree to the
inclusion within the scope of the Agreement for Assignment of Receivables of
Participant D, INVEX SpA, the share capital of which is EUR 9 010 000,
Intracommunity VAT n° IT 019 8183 006 8, the registered office of which is
located at Quattordio AL – Via Circonvallazione n° 2


The Company and Participants A,
B, C, and D shall be hereafter together called the Participants, or,
separately, a Participant, as the case may be;


NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS
FOLLOWS:


ARTICLE
1:  FINANCING OF THE
RECEIVABLES


Article 7, paragraph 1,
of the Agreement for Assignment of Receivables is hereby amended as follows:


7.1  Maximum
Authorized Amount of Outstanding Loan


CGA shall finance the receivables up to a limit of a single aggregate maximum authorized outstanding amount  of:


·      EUR
90,000,000 (ninety million Euros).


Such aggregate maximum outstanding amount shall be
a revolving amount.  It shall be divided
among the Participants as follows:













 


	
  - Participant A

  	
  €50 million

  
	
  - Participant B

  	
  €5   million

  
	
  - Participant C

  	
  €5   million

  
	
  - Participant D

  	
  €30 million

  



 


This distribution of the maximum outstanding amount
may be changed at any time by the Company with immediate effect, by written
request, within the aggregate amount of EUR 90,000,000.


ARTICLE 2:  FIRST
DELIVERY BY PARTICIPANTS B, C, and D


Article
9 of the Agreement for Assignment of Receivables is hereby amended as
follows:


CGA
shall accept, at the request of Participants B, C, and D, the transfer and assignment
by substitution/subrogation of all of the outstanding receivables in respect of
the obligors that fall within the scope of this Agreement.  If the receivables are not free and clear of
rights on the date on which this Agreement is signed, however, such transfer
and assignment shall be made only on the following terms and conditions:


·      prior to delivery of such receivables, the Participant shall provide to CGA
a letter agreeing to obtain a full and complete release (“letter d’engagement de mainlevée”) from
the banks in respect receivables involved,


·      on the date on which the current account is credited with the receivables,
the Participant shall repay the banks the amount of the amount disbursed and
made available, by bank transfer from its CGA current account and shall deliver
to CGA the full and complete release of the assignments from its banks in no
more than 24 hours.


ARTICLE 3:  LOAN
RETENTION


Article
10 of the Agreement for Assignment of Receivables is hereby amended as
follows:


An
amount equal to 15% of the outstanding receivables financed hereunder shall be
retained.


This
retained amount shall correspond to an unavailable portion which shall
constitute a surety to secure performance of all the obligations in respect of
principal, commissions, costs and ancillary expenses (credit notes, disputes,
etc.) of the Participants in respect of CGA under this Agreement.


The
percentage amount retained may be reviewed after completion of an audit of
INVEX SpA to be made within three months following actual implementation of
this Amendment.


Exercise
of CGA’s rights:  CGA shall have the right to terminate financing of relevant unpaid
receivables 60 days after their maturity
date thereof.


Such
retained amount may be increased by 5 points in case of breach of any of the
following covenants, if not remedied by the Company or relevant Participant
within three business days.


·   In
respect of Participant A or the Company:


-   Privileges sociaux et
fiscaux (tax and health insurance/social security related benefits)
should be less than 5% of known sales (1)


The
retention ratio shall be returned to 15% if the breach is remedied by the
Company or by Participant A within 3 business days.


1 chiffre d’affaires
(sales):  line FL of tax return


ARTICLE 4:  AUTHORITY
TO MANAGE AND COLLECT RECEIVABLES


Article
11, paragraph 5, of the Agreement for Assignment of Receivables is
hereby amended as follows:



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In case
of a material breach by a Participant of its obligations under this Agreement,
and if such Participant fails to remedy such breach within 3 business days
after written notice thereof by CGA to such Participant (with a copy to the
Company), CGA may cancel the agency authority and proceed directly with the
collection and receipt of the assigned receivables covered thereby.  Such Participant, in such case, shall provide
any and all useful assistance to CGA.


CGA
shall attempt to give such Participant a period of ten business days in France,
Germany, United Kingdom, and Italy to allow it to explain such change to the
obligors, or, upon request, take back all of the receivables theretofore
assigned, on the condition that CGA have been paid the amount of such
receivables.


If the
agency is terminated in a manner requiring notice to the obligors, CGA shall
invoice the handling expenses as follows:


·              EUR 5 (excluding taxes) per obligor and EUR 6
(excluding taxes) per invoice* for transactions in France,


·              EUR 16 (excluding taxes) per obligor  and EUR 8 (excluding taxes) per invoice*
for transactions in Germany,


·              GBP 10 (excluding taxes) per obligor  and GBP 5 (excluding taxes) per invoice*
for transactions in the United Kingdom,


·              EUR 16 (excluding taxes) per obligor and EUR 8
(excluding taxes) per invoice* for transaction in Italy.


The
notice shall be made by CGA in accordance with legal rules applicable in the
countries of each obligor.  Such terms
and conditions shall be indicated in a separate letter.  CGA shall recover the postal costs related to
the notice from the Participant.


* borne
by CGA as at the date of cancellation of the agency.


ARTICLE 5: 
COMPENSATION OF CGA


Article
12, paragraph 1, of the Agreement for Assignment of Receivables is
hereby amended as follows:


CGA
shall receive, monthly, a service commission (excluding tax) of EUR 12
000.  Such amount shall be due and
payable at the beginning of each month.


ARTICLE 6 - DISCLOSURE


Article 13 of the Agreement for Assignment of Receivables
is hereby amended as follows:


The Participants agree to
deliver to CGA, as soon as available and, in any event, no later than 6 months
from the closing date of the applicable fiscal year:  a balance sheet, income statement and the
notes thereto, certified true and correct and certified, as the case may be, by
the Statutory Auditors thereof.


They shall immediately
inform CGA of any changes in respect of powers and authority under their
Articles of Association, to any delegation of authority granted, or to any
Standard Terms and Conditions of Sale, that have been heretofore delivered to
CGA.


Participants B, C, and D
agree to deliver a certificate relating to their being current in respect of
tax and health insurance/social security payments within 15 business days of
the closing date of their fiscal year.


The Participants agree to
inform CGA of any change that occurs in ownership of their share capital,
whether in connection with a change relating to the breakdown of ownership of
the subsidiaries that are Participants between or among companies controlled,
directly or indirectly, by Superior Essex Inc. (the “SUPERIOR ESSEX Group”) or
in connection with a sale or transfer of shares in the share capital of the
Participants to one (or more) companies outside the SUPERIOR ESSEX Group.



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ARTICLE 7 – EFFECTIVE DATE


All
other provisions of the Agreement for Assignment of Receivables shall
remain unchanged and shall apply to Participant D.


This
Amendment shall be, and become, effective on


The
effectiveness of this Agreement shall be subject to the following condition
precedent:


·      proof of ownership of Participant D’s share capital, directly or
indirectly, by ESSEX NEXANS EUROPE


	
  THE COMPANY(1)

  	
  CGA

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE PARTICIPANTS(2)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ESSEX NEXANS

  	
  ESSEX NEXANS L+K GmbH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ESSEX NEXANS UK

  	
  INVEX SpA

  



 






(1)  Corporate seal and title or authority of
person signing.


(2)  Corporate seal and title or authority of
person signing.



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