EXHIBIT 10.2

AMENDMENT
NUMBER FIVE, dated as of June 30, 2001 (the "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 No. 4, dated as of September 30, 2000 (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 shall 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
the Borrowers have agreed to become subject to certain additional covenants and other provisions, as contained herein; and

WHEREAS,
in connection with the foregoing, the Borrowers have requested that the Agents and the Lenders amend the Sections of the Credit Agreement described above and certain related
definitions of the Credit Agreement; 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 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Amendment

The Credit Agreement is amended as hereinafter provided in this Section One, effective as of June 30, 2001 (the "Amendment
Effective Date").

1.1.Amendment to Section 7 (Affirmative Covenants) of the Credit Agreement.



---



1.2.Amendments to Section 8 (Negative Covenants) of the Credit Agreement



---



|Test Period Ending:                                           |  | Effective as of the Amendment Effective Date and until the earliest of (a) 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02), (b) 6/30/02 or (c) consummation of the
June 2002 Repayment Event |  | Effective Upon Consummation of the June 2002 Repayment Event(*) |  | Effective (a) on and after 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02) and (b) on and after 7/1/02 (if the June 2002 Repayment Event is not consummated by
7/1/02)
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|06/30/2001                                                    |  | 182.4                                                                                                                                                                                                              |  | N/A                                                             |  | N/A                                                                                                                                                                                         
|09/30/2001                                                    |  | 179.3                                                                                                                                                                                                              |  | 186.2                                                           |  | N/A                                                                                                                                                                                         
|12/31/2001                                                    |  | 184.0                                                                                                                                                                                                              |  | 189.2                                                           |  | N/A                                                                                                                                                                                         
|01/31/2002(**)                                                |  | N/A                                                                                                                                                                                                                |  | N/A                                                             |  | 330.0                                                                                                                                                                                       
|03/31/2002                                                    |  | 189.4                                                                                                                                                                                                              |  | 189.2                                                           |  | 340.0                                                                                                                                                                                       
|06/30/2002                                                    |  | 202.7                                                                                                                                                                                                              |  | 196.4                                                           |  | 350.0                                                                                                                                                                                       
|09/30/2002                                                    |  | N/A                                                                                                                                                                                                                |  | 200.2                                                           |  | 355.0                                                                                                                                                                                       
|12/31/2002                                                    |  | N/A                                                                                                                                                                                                                |  | 204.6                                                           |  | 360.0                                                                                                                                                                                       
|03/31/2003                                                    |  | N/A                                                                                                                                                                                                                |  | 365.0                                                           |  | 365.0                                                                                                                                                                                       
|06/30/2003                                                    |  | N/A                                                                                                                                                                                                                |  | 370.0                                                           |  | 370.0                                                                                                                                                                                       
|09/30/2003                                                    |  | N/A                                                                                                                                                                                                                |  | 375.0                                                           |  | 375.0                                                                                                                                                                                       
|12/31/2003 and the last day of each Fiscal Quarter thereafter |  | N/A                                                                                                                                                                                                                |  | 380.0                                                           |  | 380.0                                                                                                                                                                                       

---

---



|Test Period Ending:                                           |  | Effective as of the Amendment Effective Date and until the earliest of (a) 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02), (b) 6/30/02 or (c) consummation of the
June 2002 Repayment Event |   | Effective Upon Consummation of the June 2002 Repayment Event |   | Effective (a) on and after 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02) and (b) on and after 7/1/02 (if the June 2002 Repayment Event is not consummated by
7/1/02) |   
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------------------------ | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|06/30/2001                                                    |  | 1.35                                                                                                                                                                                                               | x | N/A                                                          |   | N/A                                                                                                                                                                                          |   
|09/30/2001                                                    |  | 1.35                                                                                                                                                                                                               | x | 1.35                                                         | x | N/A                                                                                                                                                                                          |   
|12/31/2001                                                    |  | 1.45                                                                                                                                                                                                               | x | 1.45                                                         | x | N/A                                                                                                                                                                                          |   
|01/31/2002(*)                                                 |  | N/A                                                                                                                                                                                                                |   | N/A                                                          |   | 2.35                                                                                                                                                                                         | x 
|03/31/2002                                                    |  | 1.50                                                                                                                                                                                                               | x | 1.55                                                         | x | 2.50                                                                                                                                                                                         | x 
|06/30/2002                                                    |  | 1.65                                                                                                                                                                                                               | x | 1.70                                                         | x | 2.75                                                                                                                                                                                         | x 
|09/30/2002                                                    |  | N/A                                                                                                                                                                                                                |   | 1.80                                                         | x | 3.00                                                                                                                                                                                         | x 
|12/31/2002                                                    |  | N/A                                                                                                                                                                                                                |   | 1.95                                                         | x | 3.00                                                                                                                                                                                         | x 
|03/31/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 3.25                                                         | x | 3.25                                                                                                                                                                                         | x 
|06/30/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 3.25                                                         | x | 3.25                                                                                                                                                                                         | x 
|09/30/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 3.50                                                         | x | 3.50                                                                                                                                                                                         | x 
|12/31/2003 and the last day of each Fiscal Quarter thereafter |  | N/A                                                                                                                                                                                                                |   | 3.50                                                         | x | 3.50                                                                                                                                                                                         | x"

---

---



|Test Period Ending:                                           |  | Effective as of the Amendment Effective Date and until the earliest of (a) 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02), (b) 6/30/02 or (c) consummation of the
June 2002 Repayment Event |   | Effective Upon Consummation of the June 2002 Repayment Event |   | Effective (a) on and after 1/31/02 (if no Definitive Transaction Agreement delivered by 1/31/02) and (b) on and after 7/1/02 (if the June 2002 Repayment Event is not consummated by
7/1/02) |   
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------------------------ | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|06/30/2001                                                    |  | 7.00                                                                                                                                                                                                               | x | N/A                                                          |   | N/A                                                                                                                                                                                          |   
|09/30/2001                                                    |  | 7.00                                                                                                                                                                                                               | x | 5.85                                                         | x | N/A                                                                                                                                                                                          |   
|12/31/2001                                                    |  | 6.70                                                                                                                                                                                                               | x | 5.60                                                         | x | N/A                                                                                                                                                                                          |   
|01/31/2002(*)                                                 |  | N/A                                                                                                                                                                                                                |   | N/A                                                          |   | 4.00                                                                                                                                                                                         | x 
|03/31/2002                                                    |  | 6.55                                                                                                                                                                                                               | x | 5.60                                                         | x | 3.75                                                                                                                                                                                         | x 
|06/30/2002                                                    |  | 6.00                                                                                                                                                                                                               | x | 5.35                                                         | x | 3.50                                                                                                                                                                                         | x 
|09/30/2002                                                    |  | N/A                                                                                                                                                                                                                |   | 5.20                                                         | x | 3.25                                                                                                                                                                                         | x 
|12/31/2002                                                    |  | N/A                                                                                                                                                                                                                |   | 4.95                                                         | x | 3.25                                                                                                                                                                                         | x 
|03/31/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 3.00                                                         | x | 3.00                                                                                                                                                                                         | x 
|06/30/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 3.00                                                         | x | 3.00                                                                                                                                                                                         | x 
|09/30/2003                                                    |  | N/A                                                                                                                                                                                                                |   | 2.75                                                         | x | 2.75                                                                                                                                                                                         | x 
|12/31/2003 and the last day of each Fiscal Quarter thereafter |  | N/A                                                                                                                                                                                                                |   | 2.75                                                         | x | 2.75                                                                                                                                                                                         | x"

---

1.3.Amendments to Section 9 (Events of Default) of the Credit Agreement



---



1.4.Amendments to Section 10 (Definitions) of the Credit Agreement



---



---



---



1.5.Amendments to Section 12 (Miscellaneous) of the Credit Agreement



SECTION TWOCONDITIONS TO EFFECTIVENESS

(a) This
Amendment shall become effective as of the Amendment Effective Date when, and only when, the Administrative Agent shall have received (i) counterparts
of this Amendment executed by each Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment,
(ii) a one-time cash fee for each Lender that executes and delivers a signature page to this Amendment not later than 12:00 p.m. (New York time) on July 3, 2001 equal
to 0.25% of the sum of the aggregate amount of Loans then outstanding owing to such Lender plus the then effective aggregate amount of the undrawn Revolving Loan Commitment of such Lender (which fee
shall be paid by wire transfer of immediately available funds and distributed by the Administrative Agent to the Lenders entitled thereto), (iii) payment in full of all
out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of Cahill Gordon & Reindel and local counsel) owed to each Agent
pursuant to the Credit Agreement (which costs and expenses shall be paid by wire transfer of immediately available funds and distributed by the Administrative Agent to the parties entitled thereto),
and (iv) payment in full of a retainer fee (in an amount specified to the Borrowers in writing) for the law firm referred to in Section 12.01.

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

SECTION THREEREPRESENTATIONS AND WARRANTIES

The Parent and the Company hereby confirm, reaffirm and restate 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 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 WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS.

(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.

---

QuickLinks