Exhibit 10.1


Translation from French-for Information Only


AGREEMENT
FOR ASSIGNMENT OF RECEIVABLES


N°


This
Agreement (this “Agreement”) is made:


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”,


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


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”,


WHEREAS, Participants A, B, and C
are subsidiaries of the Company, wholly or partially owned, directly or
indirectly, thereby, which together form an integrated group of companies;


WHEREAS, for the purpose of
improving their financial management capabilities, the Company and the
Participants wish to enter into financing arrangements in respect of their
respective portfolios of receivables;


WHEREAS, CGA submitted to the
Participants a financing proposal that they have accepted, the terms and
conditions of which are set forth in this Agreement.












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


ARTICLE
1:  PURPOSE OF AGREEMENT


CGA hereby agrees to
provide to the Company and to each of the Participants, on the terms of this Agreement, a range of services for
financing and managing their business receivables, without guarantee, in
accordance with the provisions hereof.


It is accordingly agreed that CGA, by paying
the amount of the qualifying receivables, shall be substituted for and
subrogated in and to the rights of the
Participants, but shall not assume
the risk of financial default of the obligors concerned thereby.


Each
Participant hereby authorizes the Company to act on its behalf, as its
agent.  The Company hereby agrees to act
as agent of the Participants, on instructions of the Participants, solely for
management purposes in respect of this Agreement.


The
Participants’ obligations in respect of this Agreement shall not be joint.  Each Participant shall be liable only in
respect of its own obligations that result from the operation of its own current
account and shall be responsible (directly or through the Company acting as
agent) only for its portion (on a duly proportionate basis) of the commissions
and costs due to CGA hereunder.


ARTICLE
2:  SCOPE


To
qualify under this Agreement,  the business
receivables shall meet all of the
following conditions:


·                                          be receivables that will be liquidated, due, and owing at maturity thereof and denominated in Euros (EUR)  by obligors located in countries that are
member states of the European Union or of the OECD;


·                                          be receivables the maturity of which does
not exceed 90 days, ending on the
10th of the following month; and


·                                          correspond to goods delivered or
services rendered.


The
following shall be excluded from the scope of this Agreement:


·                                          receivables
in respect of a supplier of the Participants; notwithstanding the foregoing, if
the amount due from a Participant to a supplier is less than 2% of the
corresponding outstanding receivables of such Participant against such
supplier, the receivable shall be deemed an eligible one; CGA may, on a case by
case basis and at the express request of a Client, increase this ratio.


·                                          receivables
held against obligors that have
directors or majority shareholders in common with the parties hereto (other than CGA).


Compliance with the
foregoing scope shall be solely the responsibility of the Participants, and CGA
shall not be required to conduct any verification or audit in respect thereof


The
Participants hereby agree not to assign or pledge the receivables that have been assigned to CGA as security to
a third party.


ARTICLE
3:  CURRENT ACCOUNT AGREEMENT


An account shall be
opened with CGA in the name of each Participant.  All the transactions undertaken in connection
with this Agreement shall be recorded in the account of the relevant Participant; for each Participant
reciprocal debits and credits by and between CGA and the relevant
Participant in respect of this Agreement shall be deemed to be connected
and indivisible and shall be recorded as debits or credits and shall be offset
against each other.



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Should there be more than
one account standing in the name of a
Participant, such accounts shall constitute only line items in such
Participant’s current account, with all consequences attaching thereto,
regardless of the currency used for the transactions handled thereby.  In any case, each Participant shall be liable for any foreign exchange risk in respect of such Participant’s receivables.


ARTICLE
4:  TRANSACTIONS IN CURRENCIES OTHER THAN
EUROS


A receivable denominated
in a currency outside the EURO zone shall be credited to the current account of the relevant Participant for the equivalent value thereof in the currency of said account.


Such equivalent value
shall result from the application, on the value day on which it is recorded to the credit of such current account, of the average
exchange rate for cash thereof on the last business day, quoted in France and
communicated by the Banque de France
[Bank of France].


The equivalent value of
payments deposited in currencies different from the one of such current account shall be
determined on the basis of the exchange rate (for cash) applied by the bank
that undertook the transaction.


ARTICLE
5:  ASSIGNMENT OF RECEIVABLES


Each Participant shall
assign and transfer to CGA on a weekly or monthly basis, at such Participant’s
option, the invoices corresponding to the receivables of such Participant issued
since the immediately preceding delivery (hereinafter, the “Assigned
Receivables”); deliveries shall consist of the following documents:


·                                          a
summary constituting an acknowledgment of receipt and substitution/subrogation against payment made by CGA to the
Participants, as set forth hereafter; and


·                                          a
detailed statement of the invoices and credit notes transmitted separately in electronic form.


If CGA is unable to use
the electronic/digital files transmitted by the Participants, it shall not be
held liable for any delay in treatment that may result.


In the event of any
anomaly found in a delivery, CGA shall have the right to suspend its financing
until correction thereof.


CGA shall pay the amount
of the assigned receivables by crediting the current account of each relevant Participant; as a result, and
on the date, of such payment CGA shall be substituted for and subrogated in and
to the rights and actions of the relevant
Participant in respect of the transferred receivables, as provided in
Article 1250-1° of the French Civil Code.


ARTICLE
6:  GUARANTEE OF CREDIT RISK


CGA
shall not assume the risk of default by the obligors.


ARTICLE
7:  FINANCING OF THE
RECEIVABLES


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 50,000,000
(fifty million Euros).


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


·                  Participant A                          €40 million


·                  Participant B                            €5 million


·                  Participant C                            €5 million



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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 50,000,000.


7.2  Disbursement of
Loan Proceeds


At the
request of the Company or the relevant
Participant, CGA, upon receipt of such request, shall transfer,
available funds by bank transfer (“virement”)
from the current account described
in Article 3 of this Agreement
to the bank account(s) of each relevant Participant.  If the request is received by CGA before 11
AM (French time) on a given business day, the requested available funds shall
be transferred by CGA on the same business day to the bank account(s) of the
relevant Participant.  Requests may be
made by fax, by letter or via our website “CGA Contact”.  Such requests shall be made by a person duly
authorized by the relevant Participant, or by the Company.


Available
funds shall result from the outstanding amounts
of transferred receivables, from which shall be deducted the commissions
set forth in Article 12 hereof, together with the amount retained as set forth
in Article 10.


ARTICLE 8: 
CONTINUATION OF THE AGREEMENT BY PARTICIPANTS A and B


This
Agreement represents the continuation of the Agreement for Assignment of
Accounts Receivable between CGA and the Participants ESSEX NEXANS SAS (Current
Account n° 7783) and ESSEX NEXANS L+K (Current Account n° 7784), dated 22
October 2005.  Accordingly, CGA hereby
agrees, at the request of such Participants, to record the transactions
relating to this Agreement in the current accounts standing with it in respect
of the Agreement presently in effect.


ARTICLE 9:  FIRST
DELIVERY BY PARTICIPANTS B and C


CGA
shall accept 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, at the request of the Participants.  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 of 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 10:  LOAN
RETENTION


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.


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)



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The
retention ratio shall be returned to 15% if the covenant is again complied with
and the breach of the covenant is remedied.






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


ARTICLE 11:  AUTHORITY
TO MANAGE AND COLLECT RECEIVABLES


11.1 Definition of Authority


As
owner of the receivables by virtue of
subrogation, CGA accordingly shall be the only entity authorized to
collect payments in respect of the receivables.


In connection with this Agreement, however, CGA hereby designates the Participants to collect
the amount of the assigned receivables
paid by subrogation.  During the
term of this authority, the
Participants, therefore, shall be excused from informing the obligors thereof of the existence of
this Agreement and from
including the subrogation payment
clauses in favor of CGA on the invoices
that they send to them.


CGA
undertakes not to contact the obligors directly or indirectly, except in the
event that the appointment is revoked or if so expressly requested in writing by the Participants.


11.2  Collection of the
Receivables


Each Participant agrees to apply its normal collection procedures, and, in
general, to take all reasonable steps that may be necessary to protect CGA’s rights.  Neither the Company nor the Participants
shall have the right, in connection with their collection authority, to
commence any legal proceedings against an obligor or to appoint counsel or
engage collection agents for collection purposes without the prior written
consent of CGA.  Likewise, CGA shall not
have the right to require the Company or any of the Participants to undertake
collection steps, provided, however, that, should a Participant refuse to take
collection steps at CGA’s request, CGA shall have the right to terminate the
collection authority of such Participant on the terms and conditions set forth
in Article 11.5.


Each Participant shall inform CGA of any change may be made in its collection procedures.


11.3 Receipt of Payments


There
shall be opened in CGA’s name for each Participant a bank account which will be
dedicated to receiving payments from
the obligors.  The references of
each of such accounts shall be given in
writing to each relevant Participant.


Each Participant, as a result of the authority granted hereby, shall receive payments as depositor and agrees:


·                                          promptly to deliver the payment instruments relating to the assigned receivables to
the dedicated account of such
Participant and inform CGA thereof,


·                                          to request the obligors to make their bank transfers (“virements”)
directly to the dedicated account of
such Participant and provide
CGA with a copy of such request.  Any
bank transfers credited to
another account shall be returned
immediately to the dedicated account of the affected Participant.


In case
of breach of such obligations, and if the affected Participant fails to remedy
such breach within 3 business days, CGA shall have the right to reduce the
payments to be made to it, or to debit its bank account in respect of the
amounts involved, without prejudice to any other legal action CGA might have in
such case against such
Participant


If a
Participant’s current account is debited, the debit note shall have the effect
of repaying CGA only if the available portion of the current account of such Participant has an adequate
credit balance.


Each Participant hereby authorizes CGA to credit its relevant current account
with any remittance that CGA may
receive in the name of such Participant,
regardless of its date or purpose.



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11.4 Information Relating to Performance of
the Collection Authority


Each Participant hereby agrees to transmit to CGA, on a monthly basis, no later than
the 10th business day
of the following month, the following documents established as of the last day
of the month involved:


·                  Reconciliation statement prepared on the basis of the
form supplied by CGA


and by
electronic file:


·                                          a complete list of obligors
showing their exact identity with their SIREN number, for French customers,
their intracommunity VAT number for customers domiciled in a member state of
the European Union, and the number of registration with the local commercial
registry for obligors that are located outside the European Union.


·                                          a detailed statement of each obligor’s account;


·                                          a monthly list of amounts not yet due;


Furthermore, each Participant agrees to transmit from time to time a copy of the deposit
slips in respect of the payment instruments.


Finally
each Participant agrees to
transmit to CGA a complete list of its financialpartner institutions with their
full contact information.


11.5 Cancellation of the Collection
Authority


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 notification 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, and the United Kingdom 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.


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 12: 
COMPENSATION OF CGA


In
connection with this Agreement, fees and commissions received by CGA shall be
subject to VAT, if appropriate.



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12.1 Service Commission


CGA
shall receive, monthly, a service commission (excluding tax) of EUR 6 700.  Such amount shall be due and payable at the
beginning of each month.


12.2 Financing Commission


CGA
shall receive, on a monthly basis, in arrears, a financing commission (excluding tax) calculated at CGA’s rate plus
0.35 % per annum, payable upon receipt of invoice by each relevant Participant.


The
financing commission shall be prorated in proportion to the withdrawals
recorded as a debit to the current account as from the day of such withdrawal until the actual collection by
CGA of payments or reimbursements received, or until the date of exercise by
CGA of its right of recourse as set forth in Article 10.


CGA’s
rate shall be defined as a rate resulting, for each calendar month, from the
arithmetic average of the EONIA* rate for the period from the last business day
of the previous month until the last but one working day of the then current
month.






*EONIA:  European Overnight Index Average published
daily by the European Central Bank


For a
facility deemed to be drawn on a one-time basis in the maximum amount
authorized and a value at the CGA rate as of 30 April 2007 of 3.826%, the daily
TEG shall be 0.0116%, and the annual global effective rate shall be 4.23%.


ARTICLE 13 - DISCLOSURE


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 and C
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.


ARTICLE 14  TERM AND
TERMINATION


This
Agreement shall be made for a term of 3 years as from the date on which it is
signed.


The
Company (acting for itself and on behalf of the Participants) may terminate it
at any time, upon two months’ prior notice. 
CGA shall then receive an amount corresponding to 18 months of Service
Commission.  It is understood and agreed
that, if the Company should terminate this Agreement after a period of 18
months from the date of signature, no penalty shall be due, provided that CGA
has effectively received an amount equal to 18 months of service commissions.



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CGA may terminate the Agreement without prior notice in the
following cases:


·                                          force majeure (fire, strike, destruction or material impossibility
for CGA to conduct its business, etc.);


·                                          the appointment of a bankruptcy administrator (“administrateur judiciaire”) (or its
equivalent in English, German, or Italian law), voluntary liquidation or
cessation of the business of a Participant;


·                                         any
change that occurs in ownership of the share capital of the Participants by
sale/transfer of shares in the share capital of the Participants to one (or
more) companies outside the SUPERIOR ESSEX Group, unless expressly accepted by
CGA.


·                                          any conduct or substantial breach by any of the
Participants of any of its contractual obligations which might have the result
of making it impossible for CGA to obtain full or partial payment of the
assigned receivables and which is not remedied by the said Participant within 2
business days after a written notice sent by CGA to such Participant (with copy
to the Company).


ARTICLE 15: 
JURISDICTION AND VENUE.


This
Agreement shall be exclusively subject to French law.


The
Parties hereby agree that the Tribunal de Commerce
(Commercial Court) of Bobigny shall have jurisdiction to settle any dispute in
respect of this Agreement, provided, however, that CGA shall have the right
also to submit disputes to other courts and venues that have jurisdiction in
accordance with applicable law.


ARTICLE 16 – EFFECTIVE DATE


Effective
date:


Made in
five originals, in , on




	
  THE COMPANY(1)

  	
   

  	
  CGA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE PARTICIPANTS(2)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ESSEX NEXANS

  	
   

  	
  ESSEX NEXANS L+K GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ESSEX NEXANS UK

  	
   

  	
   

  






 






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


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



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