SHAREHOLDERS AGREEMENT

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Exhibit 10.1

SHAREHOLDERS AGREEMENT

by and between

SUPERIOR ESSEX INC.

SE HOLDING, C.V.

NEXANS

NEXANS PARTICIPATIONS

and

ALTENSYS SAS

Dated as of October 21, 2005

TABLE OF CONTENTS

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        THIS SHAREHOLDERS AGREEMENT is dated as of October 21, 2005, by and between Superior Essex Inc., a Delaware corporation (" Superior "), SE Holding, C.V., a Dutch limited partnership (" Essex Netherlands "), Nexans, a French société anonyme (" Nexans "), Nexans Participations, a French société anonyme (" Participations "), and Altensys, SAS, a French société par actions simplifée (the " JV Holding Company ").

        WHEREAS, the JV Holding Company (together with its Subsidiaries) is a joint venture established by Superior and Nexans for the purpose of manufacturing, developing, selling and distributing winding wire, enamels, varnishes and related products;

        WHEREAS, the authorized capital stock of the JV Holding Company consists of 2,524,375 shares of € 16 par value (the " Shares ");

        WHEREAS, the Essex Shareholder owns 59% of the Shares and the Nexans Shareholder owns 41% of the Shares;

        WHEREAS, as of the date hereof, Essex Netherlands is the sole Essex Shareholder and Participations is the sole Nexans Shareholder; and

        WHEREAS, the Shareholders desire to restrict the transfer of the Shares and provide certain terms and conditions for the management and operation of the Joint Venture;

        NOW, THEREFORE, for and in consideration of the premises and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS

        1.1.     Certain Definitions.     For the purposes of this Agreement, the following terms shall have the following meanings:

        " Adjusted EBITDA " shall have the meaning given to such term in the Contribution Agreement.

        " Affiliate " shall mean with respect to any Person, any Person directly or indirectly Controlling, Controlled by, or under common Control with such other Person at any time during the period for which the determination of affiliation is being made, including, without limitation, any Parent Entity or Subsidiary of such Person.

        " After-Tax " means, in respect of any costs reflected in the consolidated income statement of the Joint Venture for any period, the amount of such costs adjusted to reflect any related income tax benefit, reflected in the consolidated income statement of the Joint Venture for such period.

        " Agreement " shall mean this Shareholders Agreement, as may be amended from time to time, and all Exhibits and Schedules hereto.

        " Articles " shall mean the Bylaws ( statuts ) of the JV Holding Company, as amended from time to time.

        " Board " shall mean the Board of Directors of the JV Holding Company.

        " Business " shall mean the manufacturing, development, sale and distribution of winding wire, enamel, varnishes and related products.

        " Call Price " shall mean an amount equal to the sum of (1) the product of (i) the Nexans Shareholder's Percentage Interest, and (ii) the Initial Net Equity Value, plus (A) 100% of the post-Closing Cumulative Adjusted Net Income, and (B) 100% of any and all post-Closing capital contributions to the JV Holding Company, minus any and all post-Closing distributions to the Shareholders by the JV Holding Company, plus (2) if the Call Right is exercised on or after September 30, 2008, the Premium Amount, if any. Cumulative Adjusted Net Income shall be determined with respect to the most recent audited annual or unaudited quarterly consolidated

income statement of the Joint Venture at the relevant date. For purposes of calculating the Premium Amount due under the preceding clause (2):

        (a)   if the Call Right is exercised prior to September 30 of a fiscal year of the Joint Venture, the Adjusted EBITDA of the Joint Venture will be measured as of the end of the prior fiscal year;

        (b)   if the Call Right is exercised during the last quarter of the fiscal year, the Premium Amount will be measured as of the end of the current fiscal year; provided, however, that the Premium Amount shall be initially paid based on the Adjusted EBITDA of the Joint Venture for the immediately preceding fiscal year and any supplemental amount due, or credit amount owed, based on the Adjusted EBITDA of the Joint Venture for the current fiscal year will be paid by the Essex Shareholder or the Nexans Shareholder, as applicable, within thirty (30) days following the completion of the audited financial statements of the Joint Venture for the current fiscal year; and

        (c)   if the Put Right has expired without exercise, no Premium Amount shall be paid.

        " Call Right " shall have the meaning given to such term in Section 4.7.

        " Change of Control " shall mean (a) the sale, assignment, Transfer or other disposition by a Shareholder of all or substantially all of its assets (other than to an Affiliate of such Shareholder), (b) with respect to the Nexans Shareholder, any transaction that results in any Person, other than Nexans or an Affiliate thereof, (i) beneficially owning more than 50% of the voting securities of the Nexans Shareholder, or (ii) having the power to direct or cause the direction of the management and policies of the Nexans Shareholder, whether by Contract or otherwise, or (c) with respect to the Essex Shareholder, any transaction that results in any Person, other than Essex or an Affiliate thereof, (i) beneficially owning more than 50% of the voting securities of the Essex Shareholder, or (ii) having the power to direct or cause the direction of the management and policies of the Essex Shareholder, whether by Contract or otherwise.

        " Closing " shall mean the consummation of the transactions contemplated by the Contribution Agreement.

        " Contracts " shall mean all agreements, contracts, leases and subleases, purchase and sale orders, arrangements, commitments, non-governmental licenses, notes, mortgages, indentures or other obligations.

        " Contribution Agreement " shall mean the Contribution and Formation Agreement, dated as of July 27, 2005, entered into by and among Essex Group, Inc., Essex Netherlands, Nexans, Participations, Superior, Nexans Wires and Lacroix & Kress GmbH.

        " Contribution Price Per Share " shall mean an amount equal to (1) the Initial Net Equity Value, plus 100% of (x) the Cumulative Adjusted Net Income and (y) the post-Closing capital contributions to the JV Holding Company, minus the post-Closing distributions to the Shareholders by the JV Holding Company, divided by (2) the Total Outstanding Shares. Cumulative Adjusted Net Income shall be determined as of the date of the most recent audited annual or unaudited quarterly consolidated income statement of the Joint Venture at the relevant date.

        " Control " as used with respect to any Entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Entity through the ownership of voting securities or by contract, including, without limitation, through the ownership of more than 50% of the voting securities of such Entity.

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        " Credit Facility " shall mean the Agreement for the Sale of Receivables, in the maximum amount of €35,000,000, between Société Générale, the JV Holding Company and the other parties thereto.

        " Cumulative Adjusted Net Income " shall mean the cumulative consolidated After-Tax net income of the Joint Venture minus the cumulative consolidated net losses of the Joint Venture, as adjusted by adding, without duplication, (1) the cumulative After-Tax Nexans Facility Restructuring Costs in an aggregate amount no greater than the Nexans Facility Restructuring Cost Limit for each relevant period, (2) the cumulative After-Tax amount of any fees payable by the Joint Venture under the Management Services Agreement (or otherwise paid to Essex or one of its Affiliates for similar services) in excess of € 1 million per year (without taking into account any reimbursement of external costs paid in accordance with the Management Services Agreement), (3) actual After-Tax external costs of measures taken at the level of the Joint Venture to facilitate compliance by Superior with the Sarbanes-Oxley Act of 2002 in an amount not to exceed €250,000 per year, (4) any After-Tax amounts paid by the Joint Venture pursuant to Section 4.7 of the Contribution Agreement, and (5) any Purchase Accounting Adjustment Amounts. The foregoing amounts shall be added back to net income in the period or periods during which and to the extent they are charged against net income of the Joint Venture.

        " Directors " shall mean the directors serving on the Board.

        " EBITDA " shall have the meaning assigned to that term in the Contribution Agreement.

        " Entity " shall mean any corporation, firm, unincorporated organization, association, partnership, limited partnership, limited liability company, limited liability partnership, business trust, joint stock company, joint venture organization, entity or business.

        " Essex Directors " shall mean the members of the Board that the Essex Shareholder has the right to appoint in accordance with the Articles.

        " Essex Shareholder " shall have the meaning given to that term in the Articles.

        " Flytex " means Nexans Winding Wires S.A.S. (formerly Flytex), a French société par actions simplifiée .

        " Governmental Entity " shall mean any governmental or regulatory authority, court, agency, commission, body or other similar entity.

        " Independent Expert " shall have the meaning given to that term in the Contribution Agreement.

        " Initial Net Equity Value " shall have the meaning given to such term in the Contribution Agreement.

        " Insolvency Event " shall mean the institution by or against Superior of (i) any bankruptcy, reorganization or other proceeding under any United States federal or state bankruptcy, insolvency or similar law, or (ii) any dissolution or liquidation proceeding, which, in either case, if instituted against Superior, is not dismissed within sixty (60) days.

        " Joint Venture " shall mean collectively, the JV Holding Company and its Subsidiaries.

        " Laws " means all laws, statutes, common law, rules, codes, regulations, restrictions, ordinances, orders, decrees, approvals, directives, judgments, rulings, injunctions, writs, awards, and decrees of, or issued or entered by, any Governmental Entity.

        " Lock-Up Period " shall mean the period commencing on the date hereof and continuing until the earlier to occur of (i) the expiration of the Put Period, and (ii) June 30, 2011.

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        " Management Services Agreement " shall have the meaning given to such term in the Contribution Agreement.

        " Nexans Directors " shall mean the members of the Board that the Nexans Shareholder has the right to appoint in accordance with the Articles.

        " Nexans Facility " shall have the meaning given to such term in the Contribution Agreement.

        " Nexans Facility Restructuring Costs " shall have the meaning given to such term in the Contribution Agreement.

        " Nexans Shareholder " shall have the meaning given to that term in the Articles.

        " Parent Entity " shall mean, with respect to any Entity that is a Subsidiary of a Person, the Person that, directly or indirectly, owns at least fifty percent (50%) of the equity of such Subsidiary.

        " Percentage Interest " shall mean a Shareholder's percentage interest in the Total Outstanding Shares as determined by dividing the number of Total Outstanding Shares owned by such Shareholder by the number of Total Outstanding Shares then owned by all Shareholders.

        " Permitted Chinese Products " shall mean the products described on Schedule 1.1(A) attached hereto.

        " Person " shall mean any natural person or Entity.

        " Premium Amount " shall mean an amount, if any, calculated as follows:

        (a)   if the Adjusted EBITDA of the Joint Venture for the fiscal year ended December 31, 2006 is €9,000,000 or more, the product of €5,000,000 multiplied by the percentage below set forth opposite the applicable Adjusted EBITDA of the Joint Venture for the fiscal year for which the calculation is made:

OR

        (b)   if the Adjusted EBITDA of the Joint Venture for the fiscal year ended December 31, 2006 is less than €9,000,000, the product of €10,000,000 multiplied by the percentage below set forth opposite the applicable Adjusted EBITDA of the Joint Venture for the fiscal year for which the calculation is made:

        (c)   if the 2006 EBITDA Targets (as defined in the Contribution Agreement) are adjusted pursuant to Section 2.7.1 of the Contribution Agreement, then all of the Adjusted 2006 EBITDA figures set forth in paragraphs (a) and (b) of this definition with respect to 2006 shall be adjusted by multiplying by a fraction, the numerator of which is the 2006 EBITDA Targets after the adjustment made pursuant to Section 2.7.1 of the Contribution

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Agreement, and the denominator of which is the 2006 EBITDA Targets prior to such adjustment.

        (d)   In the event that there is a sale or disposal (or acquisition) of Production Assets (whether directly or indirectly through the sale, disposal or acquisition of a Person that owns Production Assets) which would, or is reasonably likely to, result in a reduction (or increase) in projected Adjusted EBITDA (as set forth in the latest budget and business plan of the Joint Venture approved by the Board most recently prior to such sale, transfer or acquisition) for any fiscal year other than 2006, the figures in the tables set forth above shall be adjusted to reflect the projected percentage decrease (or increase) in Adjusted EBITDA resulting from the sale or disposal (or acquisition), so as to maintain the economic rights and benefits of the parties, such adjustment to be determined by agreement by the parties or, failing such agreement, by the Independent Expert.

        " Production Assets " has the meaning given to that term in the Contribution Agreement.

        " Purchase Accounting Adjustment Amount " shall have the meaning given to that term in the Contribution Agreement.

        " Put Period " shall mean the twelve (12) month period following the delivery to the Joint Venture of the audited financial statements of the Joint Venture for any of 2008, 2009 or 2010 in which Adjusted EBITDA of the Joint Venture equals or exceeds the amount set forth in Section 4.6.1(a) (or, if applicable, the period specified pursuant to Section 4.6.2).

        " Put Price " shall mean an amount equal to the sum of (1) the product of (i) the Nexans Shareholder's Percentage Interest, and (ii) the Initial Net Equity Value, plus (A) the Cumulative Adjusted Net Income, and (B) 100% of any and all post-Closing capital contributions to the JV Holding Company, minus any and all post-Closing distributions to the Shareholders by the JV Holding Company, plus (2) the Premium Amount, if any. Cumulative Adjusted Net Income shall be determined as of the date of the most recent audited annual or unaudited quarterly consolidated income statement of the Joint Venture at the relevant date.

        " Put Right " shall have the meaning given to such term in Section 4.6.1.

        " Registrable Securities " means shares of SE Common Stock issued or issuable to the Nexans Shareholder upon exercise of the Put Right; provided that any such securities shall cease to be Registrable Securities (i) if a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with the plan of distribution set forth in such registration statement, (ii) if such securities shall have been transferred pursuant to Rule 144 under the Securities Act, (iii) at any time the total number of Registrable Securities held by the Nexans Shareholder may then be distributed by the holder in one transaction pursuant to Rule 144 under the Securities Act, (iv) at such time that such securities are no longer outstanding, or (v) upon the five (5) year anniversary of the date such shares of SE Common Stock are issued to the Nexans Shareholder.

        " Registration Expenses " shall mean all expenses (other than underwriting commissions and discounts and fees and expenses of accountants and legal counsel retained by Nexans or by the underwriters) relating to the registration, offer and sale of Registrable Securities pursuant to this Agreement including, without limitation, the following: (i) filing fees imposed by the Securities and Exchange Commission; (ii) the fees, disbursements and expenses of Superior's legal counsel and accountants in connection with the registration, offer and sale of the Registrable Securities to be disposed of under the Securities Act; (iii) all expenses of Superior and its agents and representatives in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus and final prospectus and amendments and supplements thereto and the mailing and delivery of a reasonable number of copies thereof to the Nexans Shareholder,

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underwriters and dealers and all actual expenses incidental to delivery of the Registrable Securities; (iv) the cost of producing blue sky memoranda (but specifically not including legal investment or foreign blue sky memoranda); (v) all expenses in connection with the qualification of the Registrable Securities to be disposed of for offering and sale under state securities laws; (vi) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Registrable Securities to be disposed of; (vii) the expenses of Superior's transfer agent and registrar appointed in connection with such offering; (viii) all engraving and printing expenses for the securities being offered; and (ix) all fees and expenses payable in connection with the listing of the Registrable Securities on each securities exchange or inter-dealer quotation system on which a class of common equity securities of Superior is then listed.

        " Right of First Refusal " shall mean the right of a Shareholder or the JV Holding Company to purchase the Subject Interest, as set forth in Section 4.2.

        " SE Common Stock " shall mean shares of common stock, par value $.01 per share, of Superior (or, in the event of any merger, consolidation, reclassification, share split or other change affecting the nature of Superior common stock, any securities listed on a U.S. national securities exchange or interdealer quotation system that shareholders of Superior are entitled to receive as a result of such change).

        " Securities Act " means the Securities Act of 1933, as amended.

        " Shareholder " or " Shareholders " means, individually, the Essex Shareholder or the Nexans Shareholder and, collectively, the Essex Shareholder and the Nexans Shareholder.

        " Shelf Registration Statement " shall mean a "shelf" registration statement of Superior on Form S-3 for the offer and sale of Registrable Securities under Rule 415 of the Securities Act, or any successor or similar form or rule that may be adopted by the SEC.

        " Subject Interest " shall have the meaning set forth in Section 4.2 of this Agreement.

        " Subsidiary " shall mean, as to any Person, any Entity (i) of which such Person, directly or indirectly, owns securities or other equity interests representing fifty percent (50%) or more of the aggregate voting power or (ii) of which such Person possesses the right to elect fifty percent (50%) or more of the directors or Persons holding similar positions.

        " Superior Indenture " shall mean the Indenture, dated as of April 14, 2004, between Superior Essex Communications LLC, Essex Group, Inc., the Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee, as amended or supplemented from time to time.

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        " Territory " shall mean the countries listed on Schedule 1.1(B) attached hereto.

        " Third Party " shall mean any Person other than the Essex Shareholder, the Nexans Shareholder or any of their Affiliates.

        " Total Outstanding Shares " shall mean, from time to time, the number of Shares issued and outstanding.

        " Transfer " shall mean any direct or indirect sale, transfer, assignment, pledge, hypothecation, mortgage or other disposition or encumbrance, of any beneficial or economic interest in any Shares, including those by operation or succession of law, merger or otherwise, but excluding any transaction resulting in a Change in Control of Superior or Nexans.

ARTICLE 2
VOTING AGREEMENT

        Each Shareholder hereby agrees that (a) with respect to any vote by such Shareholder for the election of Directors (whether said vote shall be in writing, by consent or at a regular or special meeting), such Shareholder shall at all times vote for, or shall otherwise take such action as may be appropriate to cause the voting for, the election of the Essex Directors which are nominated by the Essex Shareholder or the Nexans Directors which are nominated by the Nexans Shareholder, as applicable, (b) at any time the number of Directors a Shareholder has the right to designate is reduced or terminated pursuant to the Articles, such Shareholder shall immediately cause the removal or resignation of one or more of its Directors sufficient to meet the requirements of the Article, and (c) it shall vote, or otherwise take such action as may be appropriate to cause the voting, as provided in Section 3.1.1.

ARTICLE 3
ADDITIONAL AGREEMENTS

        3.1.     Additional Capital Contributions; Loans.     The Shareholders shall not be obligated to make any additional capital contributions or loans to the JV Holding Company. In the case of the unavailability of funds under the Credit Facility, in accordance with the annual budget of the Joint Venture and as otherwise approved by the Board, the Board may request that the Shareholders make an additional capital contribution pursuant to Section 3.1.1 below or request loans from the Shareholders pursuant to Section 3.1.2 below.

      3.1.1  In the event that the Board determines that a capital call is necessary or desirable, the Board may ask each Shareholder to make a capital contribution to the JV Holding Company in an amount determined by the Board, pro rata in accordance with such Shareholder's Percentage Interest. The Board shall fix, and notify the Shareholders of, a date by which the Shareholder must respond to any such capital call, and the Shareholder shall, before such date, determine whether to make the requested capital contribution and notify the Board of such decision, but no Shareholder shall be required to make any such capital contribution. If any Shareholder chooses not to contribute its pro rata share, then the other Shareholder may contribute such share. If any Shareholder indicates its intention to contribute its pro rata share and the other Shareholder declines to do so, the first Shareholder may change its intention and decline to make such contribution. Each Shareholder that makes a requested capital contribution (other than a capital contribution required by Article II the Contribution Agreement) shall receive such number of additional Shares as is equal to the amount so contributed, divided by the Contribution Price Per Share immediately prior to such contribution. Each Shareholder agrees to vote in favor of any resolutions at a meeting of the shareholders or the Board (directly or through action by written consent), and the Parties agree to take such action or cause their Affiliates to take such action as may be necessary in order to give effect to the foregoing.

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      3.1.2  In addition to or in lieu of making a capital call pursuant to Section 3.1.1, the Board may ask each Shareholder to make a loan to the JV Holding Company in an amount determined by the Board, pro rata in accordance with such Shareholder's Percentage Interest. The Board shall fix, and notify the Shareholders of, a date by which the Shareholders must respond to any such request, and the Shareholders shall, before such date, determine whether to make the requested loans and notify the Board of such decision, but no Shareholder shall be required to make any such loan. If any Shareholder indicates its intention to loan its pro rata share and the other Shareholder declines to do so, the first Shareholder may change its intention and decline to make such loan. If any Shareholder chooses not to loan its pro rata share, then the other Shareholder may loan such share. Any loans made pursuant to this Section 3.1.2 shall be on such market terms and conditions as are determined in good faith by the Board.

        3.2.     Competition; Non-Solicitation .    

      3.2.1   Competition with the Joint Venture; Non-Solicitation .

(a)

Except as otherwise provided in this Section 3.2.1, for so long as a Shareholder owns any Shares and, in the case of the Nexans Shareholder, for a period of three (3) years thereafter (in any such case, the " Non-Compete Period "), neither the Shareholder nor Superior or Nexans (to the extent Superior or Nexans, as applicable, is the Parent Entity of such Shareholder) shall, and each shall cause its Affiliates not to, directly or indirectly (except through the Joint Venture) (1) engage in the Business in the Territory (a " Competitive Business "), (2) have an equity or profit interest in, advise or render services or lend money to any Person that is engaged in the Business in the Territory, (3) solicit any customer of the Joint Venture for the purpose of providing, distributing or selling products or services substantially similar to those provided by the Business in the Territory, (4) persuade or attempt to persuade any customer or supplier of the Joint Venture to terminate or diminish its relationship with the Joint Venture, (5) recruit or solicit or attempt to recruit or solicit any employee of the Joint Venture, (6) encourage any Person (other than the Joint Venture) to recruit or solicit any employee of the Joint Venture, or (7) otherwise encourage any employee of the Joint Venture to discontinue his or her employment by the Joint Venture.

(b)

Notwithstanding anything to the contrary in this Agreement, nothing shall restrict or prevent Superior, Nexans, a Shareholder or any of their Affiliates from conducting the following activities:

(i)

Superior, Nexans, each Shareholder and their respective Affiliates shall be permitted to conduct solicitations of the general public for employment not targeted specifically at employees of the Joint Venture;

(ii)

Subject to compliance with Section 3.3, Superior, Nexans, a Shareholder or any Affiliate thereof may acquire any business or opportunity (an " Acquired Business ") which constitutes a Competitive Business, so long as it is not principally engaged in a Competitive Business (if such acquisition occurs during the Non-Compete Period). For purposes hereof, "principally engaged in a Competitive Business" means that thirty percent (30%) or more of the annual revenues of the Acquired Business for its immediately preceding fiscal year are generated from sales by the division, segment or portion of the Acquired Business which is engaged in the Competitive Business (the " Competing Portion ").

(iii)

SDS France and SDS Benelux shall be permitted to continue their distribution activities (being the resale of magnet wire and related products) as conducted on the date hereof.

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(iv)

Nexans Iberia shall be permitted to continue its activities as agent and distributor for Flytex as conducted on the date hereof, for so long as Flytex continues or maintains such arrangements.

(v)

Nexans Tianjin Magnet Wire and Cables Co., Limited shall be permitted to continue to export Permitted Chinese Products to customers in the Territory in the maximum volumes set forth in Schedule 1.1(A) attached hereto.

(vi)

Essex Group, Inc. and its Affiliates shall be permitted to continue to export the products described on Schedule 3.2.1 to the customers in the Territory and in the maximum volumes set forth opposite each such customer product on such Schedule 3.2.1 .

Notwithstanding the foregoing, if a Shareholder ceases to own at least ten percent (10%) of the Total Outstanding Shares, the other Shareholder and its Affiliates (including, without limitation, Superior and Nexans, as applicable) will no longer be subject to the c