Exhibit 10.2


FIRST AMENDMENT TO 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


THIS FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and
entered into this 7th day of August, 2007, by and among SUPERIOR ESSEX COMMUNICATIONS LP, a
Delaware limited partnership (“Communications”), ESSEX GROUP, INC., a Michigan corporation (“Essex”, together
with Communications, “Borrowers”), the financial institutions listed on the
signature page hereto (“Lenders”), and BANK
OF AMERICA, N.A., a national banking association, as agent for the
Lenders (together with its successors in such capacity, “Agent”).


Recitals:


Agent, Lenders and
Borrowers are parties to a certain Amended and Restated Loan and Security
Agreement dated as of April 14, 2006 (as at any time amended, restated,
supplemented or otherwise modified, the “Loan Agreement”) pursuant to which
Lenders have made certain revolving credit loans and other financial
accommodations available to Borrowers.


The
parties desire to amend the Loan Agreement as hereinafter set forth.


NOW,
THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby severally
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


1.                                                 Definitions.
All capitalized terms used in this Amendment, unless otherwise defined
herein, shall have the meaning ascribed to such terms in the Loan Agreement.


2.                                                 Amendments
to Loan Agreement. The Loan
Agreement is hereby amended, as of April 14, 2006, as follows:


(a)          By deleting clause (h)
in the definition of “Restricted Investment” and by substituting in lieu
thereof the following:


(h)         Investments in SE
Holding, Femco, JV Europe and the China Investment to the extent existing on
the Closing Date; and


(b)         By deleting the
definition of “Subsidiary” contained in Section 1 of the Loan Agreement and by
substituting in lieu thereof the following in proper alphabetical sequence:


Subsidiary - any entity at least 50%
of whose voting securities or Equity Interests is owned by a Borrower or any
combination of Borrowers (including indirect ownership by a Borrower through
other entities in which such Borrower directly or indirectly owns 50% of the
voting securities or Equity Interests); provided, however, that
none of Femco, SE Holding, JV Europe, nor any of their subsidiaries shall be
deemed a Subsidiary.













(c)             By adding the new
definition “Femco” to Section 1 of the Loan Agreement in proper alphabetical
sequence:


Femco - Femco Magnet Wire Corp., an Indiana
corporation.


(d)            By deleting the phrase
“(including its direct and indirect Subsidiaries and SE Holding and its
subsidiaries)” from Section 9.1.8 of the Loan Agreement and by substituting in
lieu thereof “(including its direct and indirect Subsidiaries, Femco and SE
Holding and its subsidiaries)”.


(e)             By deleting the
phrase “(including its Subsidiaries and SE Holding and its subsidiaries)” from
Section 10.1.2(a) of the Loan Agreement and by substituting in lieu thereof “(including
its direct and indirect Subsidiaries, Femco and SE Holding and its
subsidiaries)”.


(f)               By deleting the
phrase “(including Borrowers, its Subsidiaries and SE Holding and its
Subsidiaries)” from Section 10.1.2(b) of the Loan Agreement and by substituting
in lieu thereof “(including Borrowers, its Subsidiaries, Femco and SE Holding
and its Subsidiaries)”.


(g)            By deleting clause (a)
of Section 10.2.7 of the Loan Agreement and by substituting in lieu thereof the
following:


(a)                 advances to an
officer or employee of a Borrower, a Subsidiary, Femco, JV Europe, or SE
Holding (or any Subsidiary thereof) for salary, bonus, travel expenses, moving
and other relocation expenses, commissions and similar items in the Ordinary
Course of Business;


(h)            By deleting Section
10.2.12 of the Loan Agreement and by substituting in lieu thereof the
following:


10.2.12    Tax Consolidation


File or consent to the
filing of any consolidated income tax return with any Person other than SEI,
Parent, Borrowers, Subsidiaries, Femco, and SE Holding and its Subsidiaries.


3.
                     Ratification
and Reaffirmation.   Each Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of such Borrower’s
covenants, duties, indebtedness and liabilities under the Loan Documents.


4.
                     Acknowledgments
and Stipulations.   Each Borrower acknowledges and stipulates
that the Loan Agreement and the other Loan Documents executed by such Borrower
are legal, valid and binding obligations of such Borrower that are enforceable
against such Borrower in accordance with the terms thereof; all of the
Obligations are owing and payable without defense, offset or counterclaim (and
to the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by such Borrower); the security interests and
liens granted by each Borrower in favor of Agent, for its benefit and the
benefit of



 2
 









Lenders, are duly perfected, first priority security
interests and liens; and the unpaid principal amount of the Loans on and as of
August 6, 2007, totaled $0 and the aggregate face amount of all outstanding
Letters of Credit on and as of August 6, 2007 is $774,000.00.


5.
                     Representations
and Warranties.   Each Borrower represents and warrants to
Agent and Lenders, to induce Agent and Lenders to enter into this Amendment,
that no Default or Event of Default exists on the date hereof; the execution,
delivery and performance of this Amendment have been duly authorized by all
requisite corporate action on the part of such Borrower and this Amendment has
been duly executed and delivered by such Borrower; and all of the
representations and warranties made by such Borrower in the Loan Agreement are
true and correct on and as of the date hereof.


6.
                     Reference
to Loan Agreement.   Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,”
or words of like import shall mean and be a reference to the Loan Agreement, as
amended by this Amendment.


7.
                     Breach
of Amendment.   This Amendment shall be part of the Loan
Agreement and a breach of any representation, warranty or covenant herein shall
constitute an Event of Default.


8.
                     Conditions
Precedent.   The effectiveness of the amendments contained in
Section 2 hereof is subject to the satisfaction of each of the following
conditions precedent, in form and substance satisfactory to Agent, unless
satisfaction thereof is specifically waived in writing by Agent:


(a)             Agent shall have
received an original counterpart of this Amendment duly executed by Borrowers
and an original counterpart of the Consent and Reaffirmation duly executed by
Guarantors;


(b)            Agent shall have
received certificate of resolutions from each Borrower authorizing this
Amendment; and


(c)             Agent shall have
received such additional documents, instruments and certificates as Agent shall
require in connection herewith.


9.
                     Acknowledgement
Regarding Rockford Real Property.   Borrowers have advised
Agent that Essex Wire Corporation intends to sell certain real property located
at 2816 North Main Street, Rockford, Winnebago County, Illinois (the “Rockford
Real Property”) and request that Agent release its Lien upon the Rockford Real
Property. Agent acknowledges that upon the sale of the Rockford Real Property,
Agent will release its Liens upon the Rockford Real Property as provided for
under Section 12.2.1 of the Loan Agreement.


10.
              Expenses
of Agent.   Borrowers agree to pay, on demand, all costs and expenses incurred
by Agent in connection with the preparation, negotiation and execution of this
Amendment and any other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including, without
limitation, the costs and fees of Agent’s legal counsel and any taxes or
expenses associated with or incurred in connection with any instrument or
agreement referred to herein or contemplated hereby.



 3
 









11.
              Effectiveness;
Governing Law.   This Amendment shall be effective upon
acceptance by Agent in Atlanta, Georgia (notice of which acceptance is hereby
waived), whereupon the same shall be governed by and construed in accordance
with the internal laws of the State of Georgia.


12.
              Successors
and Assigns.   This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.


13.
              No
Novation, etc.   Except as otherwise expressly provided in
this Amendment, nothing herein shall be deemed to amend or modify any provision
of the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor
shall it be construed to create, a novation or accord and satisfaction, and the
Loan Agreement as herein modified shall continue in full force and effect.


14.
              Counterparts;
Telecopied Signatures.   This Amendment may be executed in
any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile or portable document
file by electronic mail transmission shall be deemed to be an original
signature hereto.


15.
              Further
Assurances.   Each Borrower agrees to take such further
actions as Agent shall reasonably request from time to time in connection
herewith to evidence or give effect to the amendments set forth herein or any
of the transactions contemplated hereby.


16.
              Section
Titles.   Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto.


17.
              Waiver
of Jury Trial.   To the fullest extent permitted by applicable
law, the parties hereto each hereby waives the right to trial by jury in any
action, suit, counterclaim or proceeding arising out of or related to this
Amendment.


[Remainder of page
intentionally left blank;

signatures appear on following page]



 4














IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective duly
authorized officers on the date first written above.


	
  

  	
  BORROWERS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX COMMUNICATIONS LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David
  S. Aldridge, Executive Vice President,

  Chief Financial Officer and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  150 Interstate North
  Parkway

  	
   

  
	
   

  	
  Atlanta, Georgia 30339

  	
   

  
	
   

  	
  Attention: Chief
  Financial Officer

  	
   

  
	
   

  	
  Telecopier No.: (770)
  657-6590

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESSEX GROUP,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David
  S. Aldridge, Executive Vice President,

  Chief Financial Officer and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  c/o Superior Essex
  Communications LP 

  	
   

  
	
   

  	
  150 Interstate North
  Parkway

  	
   

  
	
   

  	
  Atlanta, Georgia 30339

  	
   

  
	
   

  	
  Attention: Chief Financial
  Officer 

  	
   

  
	
   

  	
  Telecopier No.: (770)
  657-6590

  	
   

  
					



 


 


 


 

















	
  

  	
   

  	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
  As Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
  300 Galleria Parkway,
  Suite 800

  
	
   

  	
   

  	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  	
  Attention:  Loan Administration Manager

  
	
   

  	
   

  	
   

  	
  Telecopier No.:  (770) 839-2483

  
								



 













 


	
  

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  300 Galleria Parkway,
  Suite 800 

  
	
   

  	
   

  	
  Atlanta, Georgia 30339

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR Lending Office:

  
	
   

  	
   

  	
  300 Galleria Parkway,
  Suite 800 

  Atlanta, Georgia 30339 

  Attention:  Loan Administration Manager
  

  Telecopier No.:  (770) 839-2483

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  GE Corporate Financial
  Services 

  201 Merritt 7, PO Box 5201 

  Norwalk, Connecticut 06856

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR Lending Office:

  
	
   

  	
   

  	
  GE Corporate Financial
  Services 

  201 Merritt 7, PO Box 5201 

  Norwalk, Connecticut 06856 

  Attention:  Jessica Hutson, Superior
  Essex 

  contact 

  Telecopier No.:  (203) 229 - 5791

  
									



 













 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL 

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  171 17th Street, NW 

  Atlanta, Georgia 30363

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIBOR Lending Office:

  
	
   

  	
   

  	
  171 17th Street, NW 

  Atlanta, Georgia 30363 

  Attention:  Dan Denton 

  Telecopier No.:  (404) 214-3964

  
							



 













CONSENT AND REAFFIRMATION


Each
of the undersigned guarantors of the Obligations of Borrowers at any time owing
to Agent and Lenders hereby (i) acknowledges receipt of a copy of the foregoing
First Amendment to Amended and Restated Loan and Security Agreement; (ii)
consents to Borrowers’ execution and delivery thereof; (iii) agrees to be bound
thereby; and (iv) affirms that nothing contained therein shall modify in any
respect whatsoever its respective guaranty of the Obligations and reaffirms
that such guaranty is and shall remain in full force and effect.


IN
WITNESS WHEREOF, each of the undersigned has executed this Consent and
Reaffirmation as of the date of such First Amendment to Amended and Restated
Loan and Security Agreement.


	
   

  	
  SUPERIOR ESSEX INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  SUPERIOR ESSEX HOLDING CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  ESSEX
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  ESSEX
  CANADA INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  ESSEX
  GROUP MEXICO INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
					



 


[Signatures
continued on following page]


 


 



















	
  

  	
  ESSEX
  GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  ESSEX
  WIRE CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  ESSEX
  MEXICO HOLDINGS, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  David S. Aldridge,
  Executive Vice President, 

  Chief Financial Officer and Treasurer