certain Contribution and Formation Agreement

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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;

1

(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 Capit