0001047469-05-025395 Sample Contracts

October 21, 2005
Contribution and Formation Agreement • October 27th, 2005 • Superior Essex Inc • Nonferrous foundries (castings) • Essex

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.

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SHAREHOLDERS AGREEMENT by and between SUPERIOR ESSEX INC. SE HOLDING, C.V. NEXANS NEXANS PARTICIPATIONS and ALTENSYS SAS Dated as of October 21, 2005
Shareholders Agreement • October 27th, 2005 • Superior Essex Inc • Nonferrous foundries (castings)

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").

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