ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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SUPERIOR ESSEX INC | NEXANS MAGNET WIRE USA INC | NEXANS CANADA INC | ESSEX GROUP, INC | NEXANS USA INC | ESSEX GROUP, INC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Missouri Date: 9/8/2004
Industry: Misc. Fabricated Products Law Firm: Paul, Hastings, Janofsky & Walker LLP; Moore & Van Allen PLLC Sector: Basic Materials

ASSET PURCHASE AGREEMENT, Parties: superior essex inc , nexans magnet wire usa inc , nexans canada inc , essex group inc , nexans usa inc , essex group inc

Exhibit 10.1

Execution Version

ASSET PURCHASE AGREEMENT

dated as of August 27, 2004

By and Among

NEXANS MAGNET WIRE USA INC.,

as Seller,

NEXANS CANADA INC.,

NEXANS USA INC.

and

ESSEX GROUP, INC.,

as Purchaser

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ARTICLE I SALE OF THE PURCHASED ASSETS; PURCHASE PRICE..................................................1

Section 1.01 Sale of the Purchased Assets; Assumption of Assumed Liabilities........................1

Section 1.02 Purchase Price.........................................................................3

Section 1.03 Adjustment of Closing Payment..........................................................3

Section 1.04 Prorations for Certain Liabilities.....................................................4

ARTICLE II CLOSING.......................................................................................5

Section 2.01 Closing and Closing Date...............................................................5

Section 2.02 Seller's and Nexans' Deliveries........................................................5

Section 2.03 Purchaser's Deliveries.................................................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER.....................................................7

Section 3.01 Corporate Organization and Authority...................................................7

Section 3.02 No Conflicts and Consent Requirements..................................................8

Section 3.03 Governmental Approvals and Filings.....................................................8

Section 3.04 Litigation and Claims..................................................................9

Section 3.05 Compliance with Laws and Orders........................................................9

Section 3.06 Purchased Inventory....................................................................9

Section 3.07 Purchased Contracts...................................................................10

Section 3.08 Brokers...............................................................................11

Section 3.09 Customers, Products and Warranties and Return Policies................................11

Section 3.10 Absence of Certain Changes or Events..................................................11

Section 3.11 Forward Copper Buy and Tolling Arrangements...........................................11

Section 3.12 Disclosure............................................................................11

Section 3.13 No Other Representations..............................................................12

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER..................................................12

Section 4.01 Corporate Organization and Authority..................................................12

Section 4.02 Foreign Qualification.................................................................12

Section 4.03 No Conflicts and Consent Requirements.................................................12

Section 4.04 Governmental Approvals and Filings....................................................13

Section 4.05 Litigation and Claims.................................................................13

Section 4.06 Compliance with Laws and Orders.......................................................13

Section 4.07 Availability of Funds.................................................................13

Section 4.08 Purchaser's Investigation.............................................................14

Section 4.09 Brokers...............................................................................14

Section 4.10 Disclosure............................................................................14

Section 4.11 No Other Representations..............................................................14

ARTICLE V ADDITIONAL AGREEMENTS OF SELLER..............................................................14

Section 5.01 Notice................................................................................14

Section 5.02 Access to Books and Records of Business...............................................14

Section 5.03 No Solicitation.......................................................................15

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Section 5.04 Conduct of the Business...............................................................15

Section 5.05 Delivery of Purchased Contracts.......................................................16

ARTICLE VI NONCOMPETITION...............................................................................16

Section 6.01 Covenant Not to Compete...............................................................16

Section 6.02 Covenant Not to Solicit...............................................................16

Section 6.03 Exceptions............................................................................16

Section 6.04 Reasonableness........................................................................18

ARTICLE VII ADDITIONAL MUTUAL AGREEMENTS.................................................................19

Section 7.01 Confidentiality.......................................................................19

Section 7.02 Post-Closing Purchases of Copper Rod by Purchaser.....................................19

Section 7.03 Efforts and Actions to Cause Closing to Occur.........................................19

Section 7.04 Certain Customer Arrangements.........................................................19

Section 7.05 Consents and Back-to-Back Arrangement.................................................20

Section 7.06 No Right to Nexans Name...............................................................22

Section 7.07 Public Announcements..................................................................22

Section 7.08 Updating Schedules....................................................................23

Section 7.09 Bulk Transfer Compliance..............................................................23

Section 7.10 Post Closing Payments.................................................................23

Section 7.11 Transition Services...................................................................23

Section 7.12 Further Assurances....................................................................23

Section 7.13 Stems and Reels.......................................................................24

Section 7.14 Customer Rebate Matters...............................................................24

Section 7.15 Removal of Raw Materials and Work in Process..........................................24

Section 7.16 Production Scheduling.................................................................24

ARTICLE VIII CONDITIONS TO OBLIGATIONS OF PURCHASER.......................................................24

Section 8.01 Accuracy of Representations and Warranties............................................24

Section 8.02 Performance of Agreements.............................................................25

Section 8.03 Deliveries by Seller..................................................................25

Section 8.04 No Adverse Proceedings................................................................25

Section 8.05 Qualified Supplier Approvals under PPAP Contracts.....................................25

Section 8.06 Other Assurances......................................................................25

ARTICLE IX CONDITIONS TO OBLIGATIONS OF SELLER..........................................................26

Section 9.01 Accuracy of Representations and Warranties............................................26

Section 9.02 Performance of Agreements.............................................................26

Section 9.03 Deliveries by Purchaser...............................................................26

Section 9.04 No Adverse Proceedings................................................................26

Section 9.05 Qualified Supplier Approvals under PPAP Contracts.....................................26

Section 9.06 Other Assurances......................................................................27

ARTICLE X SURVIVAL AND INDEMNIFICATION.................................................................27

Section 10.01 Survival.............................................................................27

Section 10.02 Indemnification by Seller and Nexans.................................................27

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Section 10.03 Indemnification by Purchaser.........................................................27

Section 10.04 Method of Asserting Claims...........................................................28

Section 10.05 Continued Liability for Indemnity Claims.............................................31

Section 10.06 Limitations on Indemnification.......................................................31

Section 10.07 Exclusive Remedies...................................................................32

Section 10.08 Time Limits on Certain Claims........................................................32

Section 10.09 Specific Performance.................................................................32

Section 10.10 Adjustments to the Purchase Price....................................................32

Section 10.11 Set-off..............................................................................33

ARTICLE XI TERMINATION........................................................................................33

Section 11.01 General..............................................................................33

Section 11.02 Continuing Obligations on Termination................................................33

ARTICLE XII DEFINITIONS........................................................................................34

Section 12.01 Definitions..........................................................................34

Section 12.02 Interpretation.......................................................................38

ARTICLE XIII MISCELLANEOUS......................................................................................39

Section 13.01 Notices..............................................................................39

Section 13.02 Fees and Expenses....................................................................41

Section 13.03 Entire Agreement.....................................................................41

Section 13.04 Waiver; Remedies.....................................................................41

Section 13.05 Amendment............................................................................41

Section 13.06 Benefits and Binding Effect..........................................................41

Section 13.07 Captions.............................................................................42

Section 13.08 Exhibits and Schedules...............................................................42

Section 13.09 Governing Law........................................................................42

Section 13.10 Counterparts.........................................................................42

Section 13.11 Severability.........................................................................42

Section 13.12 No Third Party Beneficiary...........................................................42

Section 13.13 Currency.............................................................................42

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered

into as of the 27th day of August, 2004 by and among NEXANS MAGNET WIRE USA

INC., a Missouri corporation ("Seller"), NEXANS CANADA INC., a corporation

organized under the federal laws of Canada ("Nexans Canada"), NEXANS USA INC., a

Delaware corporation ("Nexans US"; collectively with Nexans Canada, "Nexans")

and ESSEX GROUP, INC., a Michigan corporation ("Purchaser"). Capitalized terms

not otherwise defined herein shall have the meaning ascribed to such terms in

Article XII.

W I T N E S S E T H:

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WHEREAS, Seller is engaged in the business of manufacturing and selling

magnet wire and related products (the "Business") in the United States and

Mexico (the "Territory");

WHEREAS, Seller intends to close its manufacturing facility located in

La Grange, Kentucky;

WHEREAS, Seller is a wholly owned subsidiary of Nexans US, and Nexans

Canada owns a majority interest in Nexans US;

WHEREAS, Nexans will benefit from the transactions contemplated by this

Agreement; and

WHEREAS, Seller desires to sell, transfer, assign and deliver certain

of its assets to Purchaser, and Purchaser desires to purchase such assets of

Seller and to assume certain liabilities of Seller, all in accordance with the

terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and

agreements herein contained and intending to be legally bound, the parties

hereto agree as follows:

ARTICLE I

SALE OF THE PURCHASED ASSETS; PURCHASE PRICE

Section 1.01 Sale of the Purchased Assets; Assumption of Assumed

Liabilities.

(a) Asset Purchase.

(i) Purchased Assets. At the Closing, on the terms and subject

to the conditions set forth in this Agreement, Seller shall sell, transfer,

assign and deliver to Purchaser free and clear of all Liens, and Purchaser shall

purchase and acquire, all of Seller's right, title and interest in, to and under

only the following Assets of Seller (collectively, the "Purchased Assets"):

(A) Inventory. All of the Inventory of Seller in

existence on the date hereof and allocated to the Purchased Contracts

in accordance with the Inventory

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Accounting Policies applied as of the date hereof (as of June 25, 2004,

the portion of such Inventory constituting finished goods is described

on Schedule 1.01(a)(i)(A)(1)), and any additions thereto on or before

the Closing Date, except for the Inventory listed on Schedule

1.01(a)(i)(A)(2) and Inventory which is sold or disposed of by Seller

on or before the Closing Date in the Ordinary Course of Business of

Seller (the "Purchased Inventory"); and

(B) Contracts. Except as set forth on Schedule

1.01(a)(i)(B)(1), all rights in, under and with respect to (i) the

Contracts between Seller and certain of its customers (including quotes

issued by Seller and purchase orders received from customers) in

existence on the date hereof and identified or described on Schedule

1.01(a)(i)(B)(2), (ii) any additions to such Contracts (including

purchase orders received from such customers pursuant to such existing

Contracts or releases under existing purchase orders relating to such

existing Contracts) on or before the Closing Date entered into in

accordance with Section 5.04(a), and (iii) that certain Fulfillment

Agreement by and between Seller and International Impulse, Inc. dated

December 22, 2003 (collectively, the "Purchased Contracts").

(ii) Excluded Assets. The Purchased Assets to be purchased and

sold hereunder, and the term "Purchased Assets" as used herein, shall not

include any other Assets of Seller.

(b) Assumed Liabilities.

(i) Assumed Liabilities. As partial consideration for the

consummation of the transactions contemplated hereby, at the Closing, on the

terms and subject to the conditions set forth in this Agreement, Purchaser shall

deliver to Seller the Assignment and Assumption Agreement pursuant to which

Purchaser shall assume and agree to thereafter perform when due and discharge in

accordance with their respective terms, the following liabilities and

obligations of Seller (the "Assumed Liabilities"):

(A) Contracts. All liabilities and obligations

arising under the Purchased Contracts that are first required to be

performed after the Closing and arise out of the written terms of such

Purchased Contracts as provided by Seller to Purchaser and the terms of

any customer purchase orders issued after the Closing under such

Purchased Contracts (including without limitation warranty obligations

relating to products supplied by Purchaser after Closing and Purchased

Inventory), but specifically excluding liabilities and obligations for

(1) subject to the provisions of Section 10.03(d), breaches of such

Purchased Contracts, if any, resulting from acts or omissions of Seller

or its Affiliates prior to the Closing and (2) product warranties or

liabilities for repair or replacement of, or refund for, damaged,

defective or returned products, parts or components sold prior to the

Closing. Purchaser will perform such obligations assumed by it under

this Section as if it were the original party to such Purchased

Contract.

(B) Straddle Period Liabilities. Any Straddle Period

Liabilities which relate to any time beginning with and subsequent to

the Closing as provided in Section 1.04 up to a maximum of $40,000.00.

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(ii) Excluded Liabilities. Notwithstanding any provision in

this Agreement or any other writing to the contrary, Purchaser is assuming only

the Assumed Liabilities and is not assuming any other liability or obligation of

Seller of whatever nature, whether presently in existence or arising hereafter.

All such other liabilities and obligations shall be retained by and remain

obligations and liabilities of Seller (all such liabilities and obligations not

being assumed being herein referred to as the "Excluded Liabilities").

Section 1.02 Purchase Price.

(a) Purchase Price. In consideration of the consummation of the

transactions contemplated by this Agreement, Purchaser shall, in addition to

assuming the Assumed Liabilities, pay to Seller the amount of $11,568,219.00,

which equals the sum of (i) $9,108,219 allocated to the Purchased Inventory (the

"Provisional Inventory Value") and (ii) $2,460,000 (collectively, the "Closing

Payment"; the Closing Payment, together with any adjustment as provided in

Section 1.03, shall be referred to herein as the "Purchase Price").

(b) Payment of Closing Payment. At Closing, Purchaser shall pay the

Closing Payment to Seller via wire transfer of immediately available funds to

the account(s) designated in a writing delivered by Seller to Purchaser no later

than three (3) Business Days prior to the Closing Date.

Section 1.03 Adjustment of Closing Payment.

(a) Closing Statement. As soon as practical following the Closing Date

and in any event within thirty (30) days thereafter, Seller shall prepare and

deliver to Purchaser a statement setting forth the amount of the Purchased

Inventory Value as of the Closing Date (the "Closing Statement"). All

calculations of amounts on the Closing Statement shall be made in accordance

with the accounting policies set forth on Schedule 1.03 (the "Inventory

Accounting Policies").

(b) Physical Inventory. For the purpose of preparing the Closing

Statement, Seller shall conduct a physical inventory with respect to the

Purchased Inventory as of the Closing Date, which shall be performed and valued

in accordance with the Inventory Accounting Policies. Purchaser and its

accountants shall be entitled to observe such physical inventory.

shall cause Seller to, provide Purchaser and its representatives and accountants

reasonable access to the books and records of Seller, including working papers

of its accountants, and to any of its employees, in connection with Purchaser's

review of the Closing Statement. If Purchaser disputes any items on the Closing

Statement, Purchaser must deliver written notice thereof to Seller within thirty

(30) days after receipt of the Closing Statement (the "Review Period"), which

written notice will specify in reasonable detail the rationale for such

disagreement and the amount in dispute. Seller and Purchaser will attempt in

good faith to reach an agreement as to any matters identified in such written

notice as being in dispute. If Purchaser and Seller are unable to resolve such

disputes within twenty (20) days after Purchaser delivers such written notice to

Seller, then those matters identified in such written notice that remain in

dispute will be finally and conclusively determined by an independent auditing

firm of recognized international standing (the "Accountant") selected by

Purchaser and Seller, which firm will not be the regular auditing firm of

Purchaser or Seller. Promptly, but not later than fifteen (15) days after its

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acceptance of its appointment, the Accountant will determine (based solely on

written presentations by Seller, Purchaser and their respective independent

accountants and not by independent review) only those matters in dispute and

will render a written report as to the disputed matters and the resulting

calculation of the final Purchased Inventory Value, which report will thereupon

be conclusive and binding upon Purchaser and Seller. The fees and expenses of

the Accountant will be shared equally by Purchaser and Seller. If Purchaser

fails to notify Seller of any disputes in accordance with the aforementioned

procedures, the Closing Statement and the Purchased Inventory Value reflected

thereon will be conclusive and binding on Seller and Purchaser hereto upon the

expiration of the Review Period.

(d) Additional Payments.

(i) Adjustment to the Purchase Price. If the final Purchased

Inventory Value (as finally determined pursuant to Section 1.03(c)) is greater

than the Provisional Inventory Value, Purchaser shall, within five (5) Business

Days after such final determination is made, pay such excess amount to Seller by

wire transfer to an account designated in writing by Seller in immediately

available funds. If such final Purchased Inventory Value is less than the

Provisional Inventory Value, Seller shall, within five (5) Business Days after

such final determination is made, pay such shortfall amount to Purchaser by wire

transfer to an account designated in writing by Purchaser in immediately

available funds.

(ii) Payment of Nondisputed Amounts. Notwithstanding

anything herein to the contrary, any amounts which are owed by one party to

another party pending final resolution of the Purchased Inventory Value and

which are not in dispute between Seller and Purchaser shall be paid within five

(5) Business Days following the date on which such amounts not in dispute are

agreed upon.

(iii) Interest. Any payments made after the Closing

pursuant to this Section 1.03 as a result of an adjustment to the Purchase Price

hereunder shall bear interest from the Closing Date to the date of payment at

the Closing Date Interest Rate which interest shall be calculated on the basis

of a 365-day year.

Section 1.04 Prorations for Certain Liabilities.

Seller and Purchaser agree to prorate all liability for 2004 personal

property Taxes (the "Straddle Period Liabilities") owing with respect to the

Purchased Assets in accordance herewith. Seller shall pay all such Straddle

Period Liabilities on or with respect to the Purchased Assets to the extent such

Straddle Period Liabilities relate to any time period ending on or before the

Closing, and Purchaser shall pay all Straddle Period Liabilities on or with

respect to the Purchased Assets to the extent such Straddle Period Liabilities

relate to periods beginning with and subsequent to the Closing up to a maximum

of $40,000, with all amounts in excess thereof to be paid by Seller. The parties

each agree to make payment on a Straddle Period Liability within two Business

Days prior to such liability becoming past due and in the event a party fails to

do so, then any penalties associated with such late payment shall not be divided

between the parties but shall be the sole responsibility of the party failing to

pay timely.

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ARTICLE II

CLOSING

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Section 2.01 Closing and Closing Date.

The closing of the transactions contemplated by this Agreement (the

"Closing") shall be held at 10 a.m. North Carolina Time on September 7, 2004,

subject to the fulfillment or waiver of the conditions precedent referred to in

Articles VIII and IX or on such other date as the parties hereto may mutually

agree. The date on which the Closing occurs is referred to herein as the

"Closing Date". The Closing shall be held at the offices of Moore & Van Allen

PLLC, at Bank of America Corporate Center, 100 North Tryon Street, Floor 47,

Charlotte, North Carolina 28202 or such other location as may be agreed to by

the parties hereto.

Section 2.02 Seller's and Nexans' Deliveries.

On or before Closing, Seller or Nexans, as applicable, shall deliver to

Purchaser the following documents or items which, except for any such document

the form of which is attached as an Exhibit hereto, shall be reasonably

satisfactory in form and content to Purchaser and its counsel:

(a) Secretary's Certificate. A certificate from each of Seller, Nexans

US and Nexans Canada in the form of Exhibit 2.02(a), executed on its behalf by

its Secretary or Assistant Secretary, dated the Closing Date, certifying the

following attachments:

(i) Good Standing Certificates. A good standing

certificate with respect to such party issued within ten (10) days prior to the

Closing Date by the appropriate official of the jurisdiction of incorporation of

such party.

(ii) Organizational Documents and Operating Documents.

Accurate and complete copies of the Organizational Document and the

Operating Document of such party.

(iii) Corporate Resolutions. Copies of resolutions of the

Board of Directors of such party authorizing the execution, delivery

and performance of this Agreement, all Related Agreements to which each

is a party, and all other documents, instruments, and certificates to

which each is a party contemplated hereby or thereby and the

consummation of transactions contemplated hereby and thereby.

(iv) Incumbency Certificate. An incumbency certificate

relating to the any duly authorized officer of such party, who will be

executing this Agreement, any Related Agreement or any other agreement

or instrument to be delivered pursuant to the terms hereof or thereof

(including the name, title and signature of each such officer).

(b) Bringdown Certificate. A certificate from Seller in the form of

Exhibit 2.02(b) executed on its behalf by its duly authorized executive officer,

dated the Closing Date, to the effect that Seller has fulfilled the conditions

specified in Sections 8.01 and 8.02 hereof.

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Exhibit 2.02(c)(1) (the "Assignment and Assumption Agreement") and an instrument

of transfer in the form of Exhibit 2.02(c)(2) (the "Bill of Sale"), as is

reasonably necessary to convey fully and effectively to Purchaser the Purchased

Assets in accordance with the terms hereof.

(d) Related Agreements. All Related Agreements to which Seller is a

party executed by a duly authorized signatory of Seller.

(e) Purchased Contracts. Copies of the Purchased Contracts, together

with a certificate of a duly authorized officer of Seller, in the form of

Exhibit 2.02(e) and dated the date hereof, certifying to the knowledge of such

officer as to the accuracy and completeness of such copies of the Purchased

Contracts.

Section 2.03 Purchaser's Deliveries.

On or before Closing, Purchaser shall deliver to Seller the following

documents or items which, except any such documents the form of which is

attached as an Exhibit hereto, shall be reasonably satisfactory in form and

content to Seller and its counsel:

(a) Payment of the Closing Payment. Purchaser shall pay the Closing

Payment to Seller pursuant to Section 1.02(b) hereof.

(b) Secretary's Certificate. A certificate from Purchaser in the form

of Exhibit 2.03(b), executed on its behalf by its Secretary or Assistant

Secretary, dated the Closing Date, certifying the following attachments:

(i) Good Standing Certificate. A good standing

certificate with respect to Purchaser issued within ten (10) days prior to the

Closing Date by the appropriate official of the state of incorporation of

Purchaser.

(ii) Organizational Document and Operating Document. Accurate

and complete copies of the Organizational Document and the Operating

Document of Purchaser.

(iii) Corporate Resolutions. Copies of resolutions of the

Board of Directors (and, if legally required, the stockholders) of

Purchaser authorizing the execution, delivery and performance of this

Agreement, all Related Agreements to which Purchaser is a party, and

all other documents, instruments, and certificates contemplated hereby

or thereby to which Purchaser is a party and the consummation of the

transactions contemplated hereby.

(iv) Incumbency Certificates. An incumbency certificate of the

President or any duly authorized Vice President of Purchaser who will

be executing this Agreement, any Related Agreement or any other

document, instrument or certificate to be delivered pursuant to the

terms hereof or thereof (including the name, title and signature of

each such officer).

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executed on behalf of Purchaser by its duly authorized executive officer, dated

the Closing Date, to the effect that Purchaser has fulfilled the conditions

specified in Sections 9.01 and 9.02.

(d) Assumptions. The Assignment and Assumption Agreement, pursuant to

which Purchaser assumes the Assumed Liabilities.

(e) Resale Exemption Certificates. A resale exemption certificate

issued to Purchaser by each of the following states: Alabama, Arizona,

California, Florida, Georgia, Illinois, Indiana, Kentucky, Missouri, New

Hampshire, New Jersey, Michigan, Minnesota, North Carolina, Ohio, Oklahoma,

Oregon, Pennsylvania, Tennessee, Texas and Wisconsin.

(f) Related Agreements. All Related Agreements to which Purchaser is a

party executed by a duly authorized signatory of Purchaser.

(g) Contracts Certificate. A certificate of a duly authorized officer

of Purchaser, in the form of Exhibit 2.02(e) and dated the date hereof,

confirming receipt of the Purchased Contracts.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

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Except as set forth in the attached Schedules prepared by Seller and

delivered to Purchaser simultaneously with the execution hereof, Seller

represents and warrants to Purchaser that all of the statements contained in

this Article III are true as of the date of this Agreement (or, if made as of a

specified date, as of such date). The inclusion of any information in any

Schedule or other document delivered by Seller pursuant to this Agreement shall

not be deemed to be an admission or evidence of the materiality of such item,

nor shall it establish a standard of materiality for any purpose whatsoever.

Section 3.01 Corporate Organization and Authority.

(a) Organization. Seller is a corporation duly incorporated, validly

existing and in good standing under the laws of the State of Missouri, with full

corporate power and authority to conduct its business as now conducted and to

own, lease and use its Assets. Seller is duly qualified to do business as a

foreign corporation and is in good standing in each jurisdiction where such

qualification is required in connection with Seller's ownership of the Purchased

Assets.

(b) Power and Authority. Each of Seller and Nexans has the power and

authority to enter into and perform its obligations under this Agreement. The

execution, delivery and performance of this Agreement by Seller and Nexans and

the consummation of the transactions contemplated hereby by Seller and Nexans,

including the sale of the Purchased Assets and the execution and performance of

the Related Agreements to which Seller and Nexans are a party by Seller and

Nexans have been duly authorized by all requisite corporate action on the part

of Seller and Nexans. This Agreement constitutes, and the Related Agreements to

which Seller and Nexans are a party and the other instruments and documents to

be executed and delivered by

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Seller and Nexans hereunder will, when executed and delivered, constitute the

legal, valid and binding obligations of each of Seller and Nexans, enforceable

against such party in accordance with their respective terms, except as such

enforcement may be limited by applicable bankruptcy, insolvency, reorganization

or similar Laws or general principles of equity.

Section 3.02 No Conflicts and Consent Requirements.

(a) The execution and delivery of this Agreement by Seller and Nexans

do not, and the execution and delivery by Seller and Nexans of the Related

Agreements to which each is a party, the performance by Seller and Nexans of

their respective obligations under this Agreement and such Related Agreements,

and the consummation of the transactions contemplated hereby and thereby will

not:

(i) conflict with or violate any provision of the

Organizational Document or Operating Document of Seller or Nexans;

(ii) conflict with, violate or breach any Law or Order

applicable to either of Seller or Nexans or to any of Seller's assets,

other than any such conflict, violation or breach which, individually

or in the aggregate with all other such conflicts, violations or

breaches, could not reasonably be expected to have an adverse effect on

the validity or enforceability of this Agreement or any Related

Agreement or Seller's or Nexans' ability to perform their respective

obligations thereunder, an adverse effect on the Purchased Assets or a

material adverse effect on Seller's business; or

(iii) except as set forth in the column on Schedule

1.01(a)(i)(B)(2) entitled "Assignment Restrictions" (i) conflict with or result

in a violation or breach of, (ii) constitute (with or without notice or lapse of

time or both) a default under, or (iii) result in the creation or imposition of

any Lien upon Seller or any of its Assets under any Purchased Contract to which

Seller is a party or by which any of its Assets are bound, except in each case

as could not reasonably be expected to have an adverse effect on the validity or

enforceability of this Agreement or any Related Agreement or Seller's or Nexans'

ability to perform their respective obligations hereunder thereunder, or an

adverse effect on the Purchased Assets.

(b) The column on Schedule 1.01(a)(i)(B)(2) entitled "Assignment

Restrictions" sets forth each action, consent, approval, notification, waiver,

authorization, order or filing under any Purchased Contract that, to the

Knowledge of Seller, is necessary to be made or obtained by Seller with respect

to the execution, delivery and performance of this Agreement or the consummation

of the transactions contemplated hereby in order to avoid a breach or violation

of, or giving rise to any right of termination, cancellation or acceleration of

any right or obligation or to a loss of any benefit under, any such Contract.

Section 3.03 Governmental Approvals and Filings.

Neither the execution, delivery, or performance of this Agreement or

any Related Agreement to which it is a party by Seller or Nexans nor the

consummation of the transactions contemplated hereby or thereby will require the

consent of, filing with or notice to any Governmental Authority on the part of

Seller or Nexans.

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Section 3.04 Litigation and Claims.

There is no Order, charge, complaint, action, suit, arbitration,

proceeding, hearing, or investigation pending against, or to the Knowledge of

Seller threatened against, the Purchased Assets or which, individually or in the

aggregate with all other such items, could reasonably be expected to have an

adverse effect on the ability of Seller or Nexans to enter into or perform its

obligations under this Agreement or any Related Agreement to which Seller or

Nexans is a party or to consummate the transactions contemplated hereby or

thereby.

Section 3.05 Compliance with Laws and Orders.

Neither Seller nor Nexans is in violation of or in default under any

Law or Order applicable to the Purchased Assets or the effect of which,

individually or in the aggregate with other such violations and defaults, could

reasonably be expected to have an adverse effect on the ability of either Seller

or Nexans to enter into or perform its obligations under this Agreement or any

Related Agreement to which it is a party or to consummate the transactions

contemplated hereby or thereby.

Section 3.06 Purchased Inventory.

All Purchased Inventory consists of a quality and quantity usable and

saleable in the Ordinary Course of Business of Seller under and pursuant to the

terms of the Purchased Contracts, subject to the reserve therefor established

pursuant to the Inventory Accounting Policies. Schedule 1.01(a)(i)(A)(1)

contains a description of the portion of Seller's Inventory constituting

finished goods which was in existence on June 25, 2004 and allocated to the

Purchased Contracts in accordance with Exhibit A attached to the Inventory

Accounting Policies, and Schedule 3.06(1) sets forth the estimated number of

weeks for which the portion of Seller's Inventory constituting finished goods

which was in existence on August 20, 2004 and allocated to the Purchased

Contracts in accordance with the Inventory Accounting Policies (applied as of

such date) is estimated to be sufficient to satisfy delivery obligations under

the Purchased Contracts (such estimation is based (a) the Inventory of Seller in

existence on August 24, 2004 and held for sale to customers under Purchased

Contracts and (b) Seller's sales to such customers during May, June and July of

2004). The values at which the Purchased Inventory is carried on the books and

records of Seller reflect Seller's historical inventory valuation policy of

stating such Inventory at the lower of cost (determined using the last-in,

first-out method) or market value. All of the Purchased Inventory is owned by

Seller and Seller has good title to the Purchased Inventory, free and clear of

all Liens except Permitted Liens. All Inventory of Seller in existence on August

24 2004 and allocated to the Purchased Contracts in accordance with the

Inventory Accounting Policies (applied as of such date) was located at Seller's

leased warehouses, customers and La Grange, Kentucky facility as described in

Schedule 3.06(2), and, as of the Closing Date, there will be no additional

locations where Purchased Inventory will be held. The column of Schedule

1.01(a)(i)(B)(2) entitled "Volume of thousands of LBS Jan-Jun 2004" contains an

accurate description of the volume of Product shipped to customers under the

Purchased Contracts during the period from January 1 to June 25, 2004.

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Section 3.07 Purchased Contracts.

(a) Except for the Purchased Contracts, Seller is not a party to, bound

by or subject to any Contract for the sale of magnet wire products that have

been sourced more than fifty percent (50%) by products manufactured at Seller's

La Grange, Kentucky facility. Each Purchased Contract is a valid and binding

agreement of Seller and is in full force and effect against Seller, and, to the

Knowledge of Seller, against each other party thereto, except as such

enforcement may be limited by applicable bankruptcy, insolvency, reorganization

or similar Laws or general principles of equity. To the Knowledge of Seller, no

other party thereto is in default under the terms of any such Purchased

Contract, nor, to the Knowledge of Seller, has any event or circumstance (other

than the transaction described herein) occurred that, with notice or lapse of

time or both, would constitute a default thereunder. To the Knowledge of Seller

there is no pending or threatened bankruptcy, insolvency or similar proceeding

with respect to any party to any such Purchased Contract.

(b) Schedule 1.01(a)(i)(B)(2) sets forth (i) true and correct summaries

of the Purchased Contracts in existence on the date hereof, including the

outstanding purchase orders and releases relating to such Purchased Contracts,

and (ii) a sample purchase order or release issued by each of the customers

identified on such Schedule (other than for The Black & Decker Corporation,

because documentation for purchases and supply of Products to such customer is

governed by that certain Supplier Managed Inventory Agreement referenced on

Schedule 1.01(a)(i)(B)(2) and delivered to Purchaser on the date hereof). The

Purchased Contracts to be delivered by Seller to Purchaser pursuant to Section

5.05 hereof shall not contain any material term (including, without limitation,

terms related to price, term, extension of term, expiration or termination,

warranty, limitation of liability or assignment or delegation, but excluding

quantity over which Seller has no ability to reject the related purchase order

or release) that is inconsistent with the terms identified or described on or

referenced in Schedule 1.01(a)(i)(B)(2). Simultaneously with the execution of

this Agreement, Seller has delivered to Purchaser true, correct and complete

copies of all Purchased Contracts (other than purchase orders and releases

relating to such Purchased Contracts, which will be made available to Purchaser

pursuant to Section 5.05).

Purchased Contracts:

(i) has a term (taking into account any renewal provided

for therein) that extends beyond December 31, 2004;

(ii) involves a forward copper buying arrangement or a

copper tolling arrangement; or

(iii) is currently being renegotiated.

(d) Except as described in Schedule 3.07(d), none of the Purchased

Contracts requires Seller to supply any product other than the Products.

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(e) Schedule 3.07(e) sets forth a true and complete list of all rebate,

allowance, customer payment and other similar programs currently offered by

Seller in respect of any products sold under any of the Purchased Contracts.

(f) There are no prepaid items under the Purchased Contracts.

(g) No party to any of the Purchased Contracts has made, asserted or,

to the Knowledge of Seller, has any defense, setoff or counterclaim under the

Purchased Contract to which it is a party or has exercised any option granted to

it to cancel, terminate or shorten the term of such Purchased Contract, which

has not been resolved prior to the date hereof.

Section 3.08 Brokers.

No broker or other representative has acted on behalf of Seller or

Nexans in connection with the transactions contemplated hereby in such manner as

to give rise to any valid claim by any Person against Purchaser for a finder's

fee, brokerage commission or similar payment.

Section 3.09 Customers, Products and Warranties and Return

Policies.

(a) Nexans has no patents covering the Products subject to the

Purchased Contracts.

(b) Schedule 3.09(b) sets forth a summary of product returns for 2003

and 2004 year-to-date through August 20, 2004 for each customer identified in

the column on Schedule 1.01(a)(i)(B)(2) entitled "Customer."

Section 3.10 Absence of Certain Changes or Events.

Except as set forth on Schedule 3.10, since June 30, 2004, Seller has

operated its business related to the Purchased Assets in the Ordinary Course of

Business of Seller.

Section 3.11 Forward Copper Buy and Tolling Arrangements.

Schedule 7.04(a) sets forth an accurate and complete summary of the

material terms of all Forward Copper Buy Arrangements in effect on August 20,

2004, and attached to Schedule 7.04(b) is a copy of documents previously

executed in connection with the Mitsubishi Arrangement. Except as set forth on

Schedule 7.04(a) and Schedule 7.04(b), there are no Forward Copper Buy

Arrangements or Tolling Arrangements relating to the Purchased Contracts.

Section 3.12 Disclosure.

The representations and warranties of Seller contained in this

Agreement, the Schedules hereto and in any certificate or document to be

delivered by Seller at the Closing do not and will not contain any untrue

statement of a fact and do not and will not omit to state a fact necessary in

order to make the statements herein or therein, in the light of the

circumstances under which they were made, not misleading.

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Section 3.13 No Other Representations.

Except for the representations and warranties expressly contained in

this Agreement, neither Seller nor any other Person acting on behalf of Seller

makes any representation or warranty, express or implied.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

-------------------------------------------

Purchaser represents and warrants to Seller that all of the statements

contained in this Article IV are true as of the date of this Agreement (or, if

made as of a specified date, as of such date). The inclusion of any information

in any Schedule or other document delivered by Purchaser pursuant to this

Agreement shall not be deemed to be an admission or evidence of the materiality

of such item, nor shall it establish a standard of materiality for any purpose

whatsoever.

Section 4.01 Corporate Organization and Authority.

(a) Organization. Purchaser is a corporation duly incorporated, validly

existing and in good standing under the laws of the State of Michigan, with full

corporate power and authority to conduct its business as now conducted and to

own, lease and use its Assets.

(b) Power and Authority. Purchaser has the power and authority to enter

into and perform its obligations under this Agreement. The execution, delivery

and performance of this Agreement by Purchaser and the consummation of the

transactions contemplated hereby by Purchaser, and the execution and performance

of the Related Agreements to which Purchaser is a party by Purchaser have been

duly authorized by all requisite corporate action on the part of Purchaser. This

Agreement constitutes, and the Related Agreements to which Purchaser is a party

and the other instruments and documents to be executed and delivered by

Purchaser hereunder will, when executed and delivered, constitute, the legal,

valid and binding obligations of Purchaser enforceable against Purchaser in

accordance with their respective terms, except as such enforcement may be

limited by applicable bankruptcy, insolvency, reorganization or similar Laws or

general principles of equity.

Section 4.02 Foreign Qualification.

Purchaser is duly qualified or registered to do business as a foreign

corporation and is in good standing in all jurisdictions to the extent necessary

to carry out the transactions contemplated by this Agreement and the Related

Agreements to which Purchaser is a party.

Section 4.03 No Conflicts and Consent Requirements.

The execution and delivery of this Agreement by Purchaser do not, and

the execution and delivery by Purchaser of the Related Agreements to which

Purchaser is a party, the performance by Purchaser of its obligations under this

Agreement and such Related Agreements, and the consummation of the transactions

contemplated hereby and thereby will not:

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(a) conflict with or violate any provision of the Organizational

Document or Operating Document of Purchaser;

(b) conflict with, violate or breach any Law or Order applicable to

Purchaser or any of its Assets, other than any such conflict, violation or

breach which, individually or in the aggregate with any other such conflicts,

violations or breaches, could not reasonably be expected to have an adverse

effect on the validity or enforceability of this Agreement or any Related

Agreement or Purchaser's ability to perform its obligations hereunder or

thereunder; or

constitute (with or without notice or lapse of time or both) a default under,

(iii) require Purchaser to obtain any consent, approval or action of, make any

filing with or give any notice to any Person as a result or under the terms of,

or (iv) result in the creation or imposition of any Lien upon Purchaser or any

of its Assets under, any Contract or License to which Purchaser is a party or by

which any of its Assets are bound, except as could not reasonably be expected to

have an adverse effect on the validity or enforceability of this Agreement or

any Related Agreement or Purchaser's ability to perform its obligations

hereunder or thereunder.

Section 4.04 Governmental Approvals and Filings.

Neither the execution, delivery, or performance of this Agreement or

any Related Agreement to which it is a party by Purchaser nor the consummation

of the transactions contemplated hereby or thereby will require the consent of,

filing with or notice to any Governmental Authority on the part of Purchaser.

Section 4.05 Litigation and Claims.

There is no Order, complaint, action, suit, arbitration, proceeding,

hearing, or investigation pending against, or to the knowledge of Purchaser,

threatened against Purchaser or its Assets which, individually or in the

aggregate with all other such items, could reasonably be expected to have an

adverse effect on the ability of Purchaser to enter into or perform its

obligations under this Agreement or any Related Agreement to which Purchaser is

a party or to consummate the transactions contemplated hereby or thereby.

Section 4.06 Compliance with Laws and Orders.

Purchaser is not in violation of or in default under any Law or Order

applicable to Purchaser the effect of which, individually or in the aggregate

with other such violations and defaults, could reasonably be expected to have an

adverse effect on the ability of Purchaser to enter into or perform its

obligations under this Agreement or any Related Agreement to which it is a party

or to consummate the transactions contemplated hereby or thereby.

Section 4.07 Availability of Funds.

Purchaser currently has access to sufficient available funds in cash or

cash equivalents and will at the Closing have sufficient immediately available

funds, in cash, to pay the Closing Payment and any other amounts payable

pursuant to this Agreement and to effect the transactions contemplated hereby.

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Section 4.08 Purchaser's Investigation.

Purchaser has conducted its own independent investigation, review and

analysis of the Purchased Assets and the Assumed Liabilities, which

investigation, review and analysis was done by Purchaser and its Affiliates and,

to the extent Purchaser deemed appropriate, by Purchaser's representatives. In

entering into this Agreement, Purchaser acknowledges that it has relied solely

upon the aforementioned investigation, review and analysis and the specific

representations and warranties of Seller set forth in this Agreement and not on

any other factual representations or opinions of any of Seller or Nexans or any

of their representatives.

Section 4.09 Brokers.

No broker or other representative has acted on behalf of Purchaser in

connection with the transactions contemplated hereby in such manner as to give

rise to any valid claim by any Person against Seller for a finder's fee,

brokerage commission or similar payment.

Section 4.10 Disclosure.

The representations and warranties of Purchaser contained in this

Agreement, the Schedules hereto and in any certificate or document to be

delivered by Purchaser at the Closing do not and will not contain any untrue

statement of a fact and do not and will not omit to state a fact necessary in

order to make the statements herein or therein, in the light of the

circumstances under which they were made, not misleading.

Section 4.11 No Other Representations.

Except for the representations and warranties expressly contained in

this Agreement, neither Purchaser nor any other Person acting on behalf of a

Purchaser makes any representation or warranty, express or implied.

ARTICLE V

ADDITIONAL AGREEMENTS OF SELLER

-------------------------------

Section 5.01 Notice.

Seller shall give prompt written notice to Purchaser of any material

adverse change to the Purchased Assets and any material violation of a Purchased

Contract or of any representation or warranty of Seller that is no longer true

in any material respect, and Seller shall give prompt written notice to

Purchaser of any material development affecting the ability of Seller to

consummate the transactions contemplated by this Agreement.

Section 5.02 Access to Books and Records of Business.

From the date hereof until the Closing Date or any earlier termination

of this Agreement, Seller shall give Purchaser and its officers, employees,

counsel, financial advisers, consultants, lenders and other representatives

access upon reasonable notice and during normal business

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hours to the officers and employees of Seller and shall furnish Purchaser with

all such information concerning the Business as Purchaser may reasonably request

in order to review the legal, financial and business condition and affairs of

the Purchased Assets and the Assumed Liabilities so long as such access does not

unreasonably interfere with the operation of the Business or the use or

operation of the Purchased Assets.

Section 5.03 No Solicitation.

From the date hereof until Closing or the earlier termination of this

Agreement, neither Seller nor Nexans shall, directly or indirectly, through any

officer, director, employee, contractor, representative or agent of any of them

initiate, solicit or encourage, or enter into negotiations or discussions of any

type, directly or indirectly, enter into a confidentiality agreement, letter of

intent, or purchase agreement or other similar agreement with any Person other

than Purchaser, or provide any information with respect to the Purchased Assets

to any Person other than Purchaser, with respect

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