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Exhibit 10.2    
    


October 21,
2005 


Nexans

Nexans Participations

Nexans Wires

Lacroix & Kress GmbH 


Ladies
and Gentlemen: 


        Reference
is hereby made to that certain Contribution and Formation Agreement, dated July 27, 2005 (the "Agreement"), by and
between Superior Essex Inc. ("Superior"), Essex Group, Inc. ("Essex"), SE Holding, C.V.
("Essex Netherlands"), Nexans, Nexans Participations ("Participations"), Nexans Wires, and
Lacroix & Kress GmbH ("L&K"). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the
Agreement. 


        In
connection with the Closing, Superior Essex, Essex Netherlands, Nexans, Participations, Nexans Wires and L&K hereby agree as follows: 


	1.
	Notwithstanding
anything in Sections 1.1, 2.2.5 and 5.1.3 of the Agreement to the contrary, the parties acknowledge that the Agreement for the Sale of Receivables referred as the
"Credit Facility" will be entered into by Flytex (Nexans Winding Wires S.A.S.) prior to the Closing and the JV Holding Company and other entities may become parties to such Credit Facility at or
following the Closing. Prior to the Closing, Nexans will cause Flytex to not make any draws under or sales pursuant to such Credit Facility, except as contemplated by the Agreement and in the Funds
Flow Memorandum.



	2.
	Notwithstanding
anything in Article II of the Agreement to the contrary, the Subordinated Note referred to in Section 2.2.6 shall be issued by German NewCo, subscribed by
Nexans and executed by the JV Holding Company as guarantor one day prior to the Closing. The parties acknowledge and agree that interest on the principal amount evidenced by such Subordinated Note
shall not begin to accrue until the Closing Date.



	3.
	Notwithstanding
anything in Section 2.6.4(b) of the Agreement to the contrary:



	(a)
	if
the Nexans Capital Employed is less than €60,000,000, then any payments owed to Essex shall be determined in accordance with Section 2.6.4(b) of the
Agreement;



	(b)
	if
the Nexans Capital Employed is between €64,000,000 and €65,000,000, then Essex shall pay to Participations an amount equal to sixty percent (60%) of
the difference between the Nexans Capital Employed and €64,000,000;



	(c)
	if
the Nexans Capital Employed is greater than €65,000,000 and less than or equal to €71,000,000, then Essex shall make the payment contemplated in
clause (b) (determined as if the Nexans Capital Employed was €65,000,000) and the JV Holding Company shall pay to Participations an amount equal to the difference between the
Nexans Capital Employed and €65,000,001;



	(d)
	if
the Nexans Capital Employed is greater than €71,000,000, then Essex shall make the payment contemplated in clause (b) (determined as if the Nexans Capital
Employed was €65,000,000) and the JV Holding Company shall make the payment contemplated in clause (c) in respect of the JV Holding Company (determined as if the Nexans Capital
Employed was €71,000,000) and shall issue to Participations a Capital Employed Note, in an aggregate principal amount equal to the lesser of (i) €2,000,000, and
(ii) the amount by which the Nexans Capital Employed exceeds €71,000,000; 





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	(e)
	the
payments described in the foregoing clauses (a), (b) and (d) shall be made within five (5) Business Days following either an agreement by Essex and Nexans as
to the Nexans Capital Employed or the CPA Firm's determination of the Unresolved Items;



	(f)
	and
the payment described in clause (c) above shall initially be made within five (5) Business Days following, and shall be based upon, the delivery of the Nexans
Closing Balance Sheet and statement of Nexans Capital Employed to Nexans and Essex pursuant to Section 2.6.1 of the Agreement (such statement of Nexans Capital Employed being referred to as the
"Estimated Capital Employed"). Within five (5) Business Days following either an agreement by Essex and Nexans as to the Nexans Capital Employed
or the CPA Firm's determination of the Unresolved Items, Participations shall pay to the JV Holding Company an amount equal to the excess, if any, of the Estimated Capital Employed over Nexans Capital
Employed, and the JV Holding Company shall pay to Participations an amount equal to the excess, if any, of Nexans Capital Employed over the Estimated Capital Employed. The parties acknowledge and
agree that, solely for purposes of this clause (f), the Nexans Capital Employed shall not exceed €71,000,000 or be less than €65,000,001.






	4.
	Section 2.7.2
of the Agreement is hereby amended by deleting the text thereof in its entirety and substituting the following: "The Initial Net Equity Value shall be increased,
for purposes of calculating the Put Price and the Call Price, by the amount by which the Nexans Capital Employed (as finally determined pursuant to Section 2.6) exceeds
€64,000,000 (up to a maximum of €65,000,000) or decreased by the amount by which the Nexans Capital Employed (as finally determined pursuant to Section 2.6) is
less than €60,000,000.



	5.
	For
the period commencing on the Closing Date, Nexans shall indemnify, defend, and hold harmless the Essex/JV Indemnified Parties against and in respect of all Losses sustained or
incurred arising out of, in connection with, or relating to the failure of Nexans Portugal before or after the Closing to achieve or comply with any economic benchmarks or milestones or financial
covenants set forth in that certain Contract of Granting of Non-reimbursable Subvention, dated September 16, 1999, between the Institute for Support of Small and Medium Enterprises
and Nexans Portugal. The indemnity described in this Paragraph 5 hereof shall be subject to Article VII of the Agreement; provided,  however, that
the indemnity shall not be subject to the limitations set forth in Section 7.2 of the Agreement. The parties acknowledge and agree
that any liability covered by the indemnity contained in this Paragraph 5 shall not be included as a liability on the Nexans Closing Balance sheet for purposes of calculating the Nexans Capital
Employed.



	6.
	Following
the Closing, the JV Holding Company shall indemnify, defend, and hold harmless Nexans against and in respect of all Losses sustained or incurred by Nexans pursuant to that
certain letter, dated December 22, 2003, by Nexans to Banco Comercial Português, S.A. arising out of, in connection with, or relating to any default by Nexans Portugal under that
certain Loan Agreement (Contrato de Concessao), dated November 24, 2003, between Agencia Portuguesa
Investimento and Nexans Portugal, to the extent such default is attributable to acts or omissions of Nexans Portugal following the Closing Date.



	7.
	For
the avoidance of doubt, the parties hereby agree that nothing contained in the Schedules of Exceptions to the certificates to be delivered at the Closing by the Nexans Parties
pursuant to Sections 2.5(b)(i), 5.2.1 and 5.2.2 and by the Essex Parties pursuant to Sections 2.5(a)(i), 5.3.1 and 5.3.2, respectively, shall limit any indemnification remedies under the Agreement
related to the matters covered therein. Without limiting the generality of the foregoing and for the avoidance of doubt, the parties acknowledge and agree that, subject to the limitations contained in
Section 7.2 of the Agreement and any applicable and unused reserve on the Nexans Closing Balance Sheet, any failure to collect the account receivable owing by Trasma in the amount
€493,000 shall be covered by the of the indemnity in Section 7.2.1 of the Agreement. 


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	8.
	The
Essex Parties and the Nexans Parties shall take all necessary steps to ensure that the JV Holding Company complies with all obligations contemplated in this letter agreement.



	9.
	Sections
8.10 and 8.11 of the Agreement shall apply mutatis mutandis to this letter agreement. 



        Except
as expressly provided herein, nothing contained in this letter agreement shall in any way limit or modify the rights or obligations of any party under the Agreement. 



        Please
indicate your consent to and agreement with the foregoing by signing in the space provided below. 


(Remainder of page intentionally left blank)  


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        Signed in Paris on behalf of each of the parties hereto as of the date first written above in seven original copies. 



	 	 	Sincerely,
	

 	
 	

SUPERIOR ESSEX INC.
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    

	

 	
 	

ESSEX GROUP, INC.
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    

	

 	
 	

SE HOLDING, C.V.
	

 	
 	

By:	
 	

Superior China Magnet Wire GP, Inc., its General Partner
	

 	
 	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    





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Accepted
and Agreed to: 



	NEXANS	 	 
	

By:	
 	

    
	
 	

 
	Name:	 	    
	 	 
	Title:	 	    
	 	 
	

NEXANS PARTICIPATIONS	
 	

 
	

By:	
 	

    
	
 	

 
	Name:	 	    
	 	 
	Title:	 	    
	 	 
	

NEXANS WIRES	
 	

 
	

By:	
 	

    
	
 	

 
	Name:	 	    
	 	 
	Title:	 	    
	 	 
	

LACROIX & KRESS GmbH	
 	

 
	

By:	
 	

    
	
 	

 
	Name:	 	    
	 	 
	Title:	 	    
	 	 




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Exhibit 10.2