Exhibit 10.1

AMENDMENT
NUMBER EIGHT, dated as of July 29, 2002 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of
November 27, 1998, as previously amended, modified and supplemented and as last amended by Amendment Number Seven, dated as of March 28, 2002 (the "Credit
Agreement"), among SUPERIOR TELECOMMUNICATIONS INC. (formerly known as Superior/Essex Corp.), a Delaware corporation (the
"Company"), ESSEX GROUP INC., a Michigan corporation ("Essex" and, together with the Company, the
"Borrowers"), each of the Guarantors party thereto (the "Guarantors") (which Guarantors include Superior
TeleCom Inc., a Delaware corporation (the "Parent")), the lending institutions from time to time party thereto (each a
"Lender" and, collectively, the "Lenders"), BANKERS TRUST COMPANY, as Administrative Agent, MERRILL
LYNCH & CO., as Documentation Agent, and FLEET NATIONAL BANK, as Syndication Agent (the "Agents"). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS,
the Borrowers have requested that the Agents and the Lenders amend certain sections of the Credit Agreement relating, among other things, to (i) the timing of certain
scheduled term loan repayments and (ii) the timing for testing compliance by the Borrowers with certain financial covenants; and

WHEREAS,
the Agents and the Lenders have considered and agreed to the Borrowers' requests, upon the terms and conditions set forth in this Amendment; and

WHEREAS,
the consent of the Required Lenders and the Required Lenders of each Tranche of Term Loans is necessary to effect this Amendment;

NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

SECTION ONEAMENDMENTS

1.1.Amendments to Section 4 (Payments) of the Credit Agreement.

(a)  Section 4.02(b)
shall be amended by deleting the text thereof in its entirety and replacing it with the following:



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Tranche A Term Loan
Scheduled Repayment Date

AmountSeptember 16, 2002

4,088,424.28September 30, 2002

7,672,566.98October 31, 2002

1,069,341.18November 29, 2002

4,508,145.09December 31, 2002

8,167,599.72January 31, 2003

8,553,394.43Quarterly Payment Date in March 2003

11,250,571.24Quarterly Payment Date in June 2003

11,250,571.24Quarterly Payment Date in September 2003

11,250,571.24Quarterly Payment Date in December 2003

48,384,770.40May 27, 2004

190,622,685.16




(b)  Section 4.02(c)
shall be amended by deleting the text thereof in its entirety and replacing it with the following:



Tranche B Term Loan
Scheduled Repayment Date

AmountSeptember 16, 2002

5,194,540.72September 30, 2002

9,748,367.33October 31, 2002

1,358,649.67November 29, 2002

5,727,816.31December 31, 2002

10,377,330.35January 31, 2003

10,867,501.19Quarterly Payment Date in March 2003

14,294,394.73Quarterly Payment Date in June 2003

14,294,394.73Quarterly Payment Date in September 2003

14,294,394.73Quarterly Payment Date in December 2003

61,475,190.25Quarterly Payment Date in March 2004

36,502,264.99Quarterly Payment Date in June 2004

34,282,178.89Quarterly Payment Date in September 2004

34,282,178.89Quarterly Payment Date in December 2004

34,282,178.89Quarterly Payment Date in March 2005

34,282,178.89Quarterly Payment Date in June 2005

34,282,178.89November 27, 2005

34,241,912.87


All
Tranche B Term Loans will be repaid on the Tranche B Term Loan Maturity Date."

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1.2Amendment to Section 7.19 (Receivables Financing Agreement) of the Credit Agreement.

Section 7.19
of the Credit Agreement is hereby amended by deleting the phrase "four weeks" contained therein and inserting in lieu thereof the phrase "two weeks".

1.3Amendment to Section 8.11A (Monthly Covenants) of the Credit Agreement.

Section 8.11A
of the Credit Agreement is hereby amended by adding the following new paragraph immediately following the last paragraph thereof:



1.4Amendment to Section 8 (Negative Covenants) of the Credit Agreement

Section 8
of the Credit Agreement is hereby amended by adding the following new Section 8.18 immediately following Section 8.17 at the end thereof:



SECTION TWOCONDITIONS TO EFFECTIVENESS

(a)  This
Amendment shall become effective on the date (the "Amendment No. 8 Effective Date") on which the
Administrative Agent shall have received:



(b)  The
effectiveness of this Amendment (other than Section Three) is further conditioned upon the accuracy of the representations and warranties set forth in Section Three
hereof.

SECTION THREEREPRESENTATIONS AND WARRANTIES

Each of the Parent and the Company hereby confirms, reaffirms and restates the representations and warranties made by it in Section 6 of the Credit
Agreement and all such representations and warranties are true and correct in all material respects as of the date hereof (it being understood and agreed that any representation or warranty which by
its terms is made as of a specified date shall be required to be true and correct only as of such specified date), except such representations and warranties need not be true and correct to the extent
that changes in the facts and conditions on which

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such representations and warranties are based are required or permitted under the Credit Agreement or such changes arise out of events not prohibited by the covenants set forth in Sections 7
and 8 of the Credit Agreement or otherwise permitted by consents or waivers. The Company hereby further represents and warrants (which representations and warranties shall survive the execution and
delivery hereof) to the Agents and each Lender that:



SECTION FOURMISCELLANEOUS

(a)  Except
as herein expressly amended, the Credit Agreement and all other agreements, documents, instruments and certificates executed in connection therewith, except as
otherwise provided herein, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms.

(b)  This
Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same
agreement.

(c)  THIS
AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(d)  This
Amendment shall not constitute a consent or waiver to or modification of any provision, term or condition of the Credit Agreement, other than such terms,
provisions, or conditions that are required to consummate the transactions contemplated by this Amendment. All terms, provisions, covenants, representations, warranties, agreements and conditions
contained in the Credit Agreement, as amended hereby, shall remain in full force and effect.

(e)  Each
of the Borrowers, the Parent and their respective Subsidiaries acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this
Amendment and all

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documents executed in connection herewith do not operate to reduce or discharge such obligations of the Borrowers, the Parent and their respective Subsidiaries under the Credit Agreement or the other
Credit Documents. Each of the Borrowers, the Parent and their respective Subsidiaries further acknowledges and agrees that such Borrowers, the Parent and their respective Subsidiaries each has no
claims, counterclaims, offsets, or defenses to the Credit Documents and the performance of such obligations of the Borrowers, the Parent and their respective Subsidiaries thereunder or if such
Borrowers, the Parent and their respective Subsidiaries did have any such claims, counterclaims, offsets or defenses to the Credit Documents or any transaction related to the Credit Documents, the
same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Amendment. Each of the Borrowers, the Parent and their respective Subsidiaries listed
as a Guarantor on the signature pages hereof acknowledges that it is a Guarantor under the Credit Agreement.

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