Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated April 14, 2004 (the "Agreement") is entered into by and among Superior Essex Communications LLC, a Delaware limited
liability company ("Superior Essex"), Essex Group, Inc., a Michigan corporation ("Essex Group," together with Superior Essex, the "Issuers"), the guarantors listed in Schedule 1 hereto
(collectively, the "Guarantors"), and J.P. Morgan Securities Inc., Lehman Brothers Inc., UBS Securities LLC, Wachovia Capital Markets, LLC and Fleet Securities, Inc. (the "Initial
Purchasers").

The
Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated April 8, 2004 (the "Purchase Agreement"), which provides for the sale by the Issuers to
the Initial Purchasers of $257,100,000 aggregate principal amount of the Issuers' 9% Senior Notes due 2012 (the "Securities"), which will be guaranteed on an unsecured senior basis by each of the
Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.



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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

| |  | SUPERIOR ESSEX COMMUNICATIONS LLC                                                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                   
| |  | By:                                                                                                                                                                                                                   
| |  | ESSEX GROUP, INC.                                                                                                                                                                                                     
| |  | By:                                                                                                                                                                                                                   
| |  | SUPERIOR ESSEX INC.
SUPERIOR ESSEX HOLDING CORP.
ESSEX INTERNATIONAL INC.
ESSEX GROUP, INC. (DE)
ESSEX CANADA INC.
ESSEX GROUP MEXICO INC.
ESSEX TECHNOLOGY, INC.
ESSEX WIRE CORPORATION
ESSEX MEXICO HOLDINGS, L.L.C.
| |  | By:                                                                                                                                                                                                                   

Confirmed
and accepted as of the date
first above written:

J.P.
MORGAN SECURITIES INC.

For
itself and on behalf of the
several Initial Purchasers

|By | /s/GERARD J. MURRAYAuthorized Signatory |  | 
|-- | --------------------------------------- |  | 

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Schedule 1

Guarantors

|Name                          |  | Jurisdiction of
Incorporation |  | Record Holder               
|----------------------------- |  | ----------------------------- |  | ----------------------------
|Superior Essex Inc.           |  | Delaware                      |  | publicly held               
|Superior Essex Holding Corp.  |  | Delaware                      |  | Superior Essex Inc.         
|Essex International Inc.      |  | Delaware                      |  | Superior Essex Holding Corp.
|Essex Group, Inc.             |  | Delaware                      |  | Essex Group, Inc. (MI)      
|Essex Canada Inc.             |  | Delaware                      |  | Essex Group, Inc.           
|Essex Group Mexico Inc.       |  | Delaware                      |  | Essex Group, Inc.           
|Essex Technology, Inc.        |  | Delaware                      |  | Essex Group, Inc.           
|Essex Wire Corporation        |  | Michigan                      |  | Essex Group, Inc.           
|Essex Mexico Holdings, L.L.C. |  | Delaware                      |  | Essex Group Mexico Inc.     

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