Exhibit 10.2

AMENDMENT
NUMBER NINE, dated as of September 13, 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 Eight, dated as of July 29, 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"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a 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 Borrower and the Parent intend to consummate a sale transaction (the "2002 Asset Sale") pursuant to which (i) a
newly-formed, directly or indirectly wholly-owned subsidiary of Alpine or another entity (the "Buyer") will acquire substantially all of the assets of
the Parent, the Borrower and Essex relating to their electrical wire business, which is principally engaged in the manufacture and sale of building and industrial wire products, and (ii) the
Buyer (or a subsidiary or affiliate thereof) will acquire (a) all of the issued and outstanding shares of capital stock of DNE Systems Inc., a Delaware corporation, from the Parent and
(b) all of the issued and outstanding shares of capital stock of Texas SUT Inc., a Texas corporation, and Superior Cables Holding (1997) Ltd., an Israel corporation, from the
Borrower;

WHEREAS,
the Borrower intends to make certain prepayments of Term Loans and Revolving Loans from the proceeds of the 2002 Asset Sale, as well as from the proceeds of certain tax refunds
expected to be generated thereby;

WHEREAS,
the Borrowers have requested that the Agents and the Lenders amend certain sections of the Credit Agreement to, among other things, (i) approve the consummation of the
2002 Asset Sale,
(ii) amend the timing of certain scheduled term loan repayments and (iii) modify certain financial covenants contained therein;

WHEREAS,
the Agents and the Required 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 of each Tranche of Term Loans and the Revolving 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

1.1Amendments to Section 10 (Definitions) of the Credit Agreement

(a)  Section 10
of the Credit Agreement is hereby amended by adding the following new definitions to such section in appropriate alphabetical order:



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(b)  Section 10
of the Credit Agreement is hereby further amended by deleting the definitions of the following terms and inserting in lieu thereof the following new
definitions:



(c)  Section 10
of the Credit Agreement is hereby further amended by inserting the following proviso immediately prior to the period at the end of the definition of
"Receivables Financing Agreement":



(d)  Section 10
of the Credit Agreement is hereby further amended by deleting the last sentence of the definition of "Consolidated Interest Expense" and inserting in
lieu thereof the following sentence:



(e)  Section 10
of the Credit Agreement is hereby further amended by making the following changes to the definition of "Net Cash Proceeds": (a) deleting the
word "and" at the end of clause (b) of such definition and inserting in lieu thereof the phrase ",", (b) deleting the period at the end of clause (c) of such definition and
inserting in lieu thereof the phrase ", and", and (c) adding the following new clause (d) immediately following clause (c) of such definition:



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(f)    Section 10
of the Credit Agreement is hereby further amended by inserting the following proviso immediately prior to the period at the end of the definition of
"Required Lenders":



1.2Amendments to Section 3 (Fees; Commitments) of the Credit Agreement

It
is hereby agreed that Section Four of Amendment Number Six and Waiver, dated as of November 30, 2001, to the Credit Agreement shall no longer be of any force or effect, but
that in lieu thereof there shall be added to the Credit Agreement the following new Section 3.04:



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

(a)  Section 4.02(b)
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



Tranche A Term Loan
Scheduled Repayment Date

AmountJuly 31, 2003

$
1,150,000.00August 29, 2003


1,150,000.00September 30, 2003


4,600,000.00October 31, 2003


2,300,000.00November 28, 2003


2,300,000.00December 31, 2003


4,600,000.00January 15, 2004


23,000,000.00May 27, 2004


267,718,640.94




(b)  Section 4.02(c)
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



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Tranche B Term Loan
Scheduled Repayment Date

AmountJuly 31, 2003

$
1,350,000.00August 29, 2003


1,350,000.00September 30, 2003


5,400,000.00October 31, 2003


2,700,000.00November 28, 2003


2,700,000.00December 31, 2003


5,400,000.00January 15, 2004


27,000,000.00May 27, 2004


343,887,652.32


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

(c)  Section 4.02(d)
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



(d)  Section 4.02(f)
of the Credit Agreement is hereby amended by deleting the word "In" immediately at the beginning of such section and replacing it with the
following:



(e)  (i) Section 4.02(i) of
the Credit Agreement is hereby amended by deleting the word "Each" immediately at the beginning of such section and replacing
it with the following:



(f)    Section 4.02(l)
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



(g)  Section 4.02
of the Credit Agreement is hereby amended by adding the following new Sections 4.02(n), 4.02(o), 4.02(p) and 4.02(q) immediately following
Section 4.02(m) at the end thereof:



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(o)  Promptly
upon receipt of its tax refund for the 2002 tax year, the Company shall prepay the Tranche A Term Loans, the Tranche B Term Loans and the Non-LIFO
Revolving Loans on apro ratabasis, with each such Tranche of Loans to be allocated that percentage of the amount to be prepaid as is equal to a
fraction (expressed as a percentage), the numerator of which is equal to the then-outstanding principal amount of such Tranche of Loans and the denominator of which is equal to the sum of
(x) the then-outstanding principal amount of all Term Loans and (y) the then-outstanding principal amount of Non-LIFO Revolving Loans. Any prepayment
of Non-LIFO Revolving Loans pursuant to this Section 4.02(o) shall constitute a permanent reduction in the Total Revolving Loan Commitments.

(p)  Unless
an Acceptable Floating Rate Facility Amendment shall have been entered into (with a copy of such Acceptable Floating Rate Facility Amendment having been delivered
to the Administrative Agent on behalf of the Lenders) prior to such date, on January 15, 2003, the Borrowers shall prepay Tranche A Term Loans, Tranche B Term Loans and
Non-LIFO Revolving Loans in the aggregate amount of $50,000,000, with each Tranche of Loans to be allocated that percentage of the amount to be prepaid as is equal to a fraction (expressed
as a percentage) the numerator of which is equal to the then-outstanding principal amount of such Tranche of Loans and the denominator of which is equal to the sum of (x) the
then-outstanding principal amount of all Term Loans and (y) the then-outstanding principal amount of Non-LIFO Revolving Loans. Any prepayment of
Non-LIFO Revolving Loans pursuant to this Section 4.02(p) shall constitute a permanent reduction in the Total Revolving Loan Commitments.

(q)  Any
amount required to be applied to any Tranche of Term Loans pursuant to Section 4.02(n), (o) or (p) shall be applied to reduce the Scheduled
Repayments of the respective Tranche due after January 15, 2004 (but not to reduce any Scheduled Repayment due on or prior to January 15, 2004), such reduction to be made pro ratabased upon
the then remaining principal amount of each such Scheduled Repayment, in each case reducing the Loans incurred by each of the
Company and Essexpro rata, and, if no Term Loans remain outstanding, all such amounts shall be applied to repay outstanding borrowings under the
Revolving Loans."

1.4Amendments to Section 7 (Affirmative Covenants) of the Credit Agreement.

(a)  Section 7
of the Credit Agreement is hereby amended by adding the following new Sections 7.22, 7.23, 7.24, 7.25 and 7.26 immediately following Section 7.21
at the end thereof:



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(b)  The
Borrower shall pay the Additional Amendment Fee on April 30, 2003."

1.5Amendment to Section 8.02 (Consolidation, Merger, Sale or Purchase of Assets, etc.) of the Credit
Agreement

Section 8.02
of the Credit Agreement is hereby amended by (a) deleting the word "and" at the end of clause (s) of such section, (b) deleting the period at the
end of clause (t) of such section and inserting in lieu thereof the phrase "; and", and (c) adding the following new clause (u) immediately following clause (t) of such
section:



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1.7Amendment to Section 8.05 (Advances, Investments and Loans) of the Credit Agreement

Section 8.05
of the Credit Agreement is hereby amended by (a) deleting the word "and" at the end of clause (p) of such section, (b) deleting the period at the
end of clause (q) of such section and inserting in lieu thereof the phrase "; and", and (c) adding the following new clause (r) immediately following clause (q) of such
section:



1.8Amendment to Section 8.07 (Transactions with Affiliates) of the Credit Agreement

Section 8.07
of the Credit Agreement is hereby amended by (a) deleting the word "and" at the end of clause (vii) of the proviso contained in such section,
(b) deleting the period at the end of clause (viii) of the proviso contained in such section and inserting in lieu thereof a semicolon, and (c) adding the following language
immediately following clause (viii) of the proviso of such section:



1.9Amendment to Section 8.08 (Capital Expenditures) of the Credit Agreement

Section 8.08(a)
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



Period Ending:

Maximum Capital
Expenditure
Amount:12/31/2002


N/A12/31/2003


N/A12/31/2004

$
50,000,00012/31/2005

$
50,000,000
"


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1.10Amendment to Section 8.09 (Minimum Consolidated EBITDA) of the Credit Agreement

Section 8.09
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



Test Period Ending:

Consolidated EBITDA:09/30/2002


N/A12/31/2002


N/A03/31/2003


N/A06/30/2003


N/A09/30/2003


N/A12/31/2003


N/A03/31/2004 and the last day of each fiscal quarter thereafter

$
380,000,000"


1.11Amendment to Section 8.10 (Interest Coverage Ratio and Fixed Charge Coverage Ratio) of the Credit
Agreement

Section 8.10
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



Test Period Ending:

Fixed Charge Coverage
Ratio

Interest Coverage Ratio09/30/2002

N/A

N/A12/31/2002

N/A

N/A03/31/2003

N/A

N/A06/30/2003

N/A

N/A09/30/2003

N/A

N/A12/31/2003

N/A

N/A03/31/04 and the last day of each fiscal quarter thereafter

N/A

3.50x"


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1.12Amendment to Section 8.11 (Leverage Ratio) of the Credit Agreement.

Section 8.11
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing with the following:



Test Period Ending:

Leverage
Ratio:09/30/2002

N/A12/31/2002

N/A03/31/2003

N/A06/30/2003

N/A09/30/2003

N/A12/31/2003

N/A03/31/2004 and the last day of each fiscal quarter thereafter

2.75x"


1.13Amendment to Section 8.11A (Monthly Covenants) of the Credit Agreement.

Section 8.11A
of the Credit Agreement is hereby amended by deleting the text thereof in its entirety and replacing it with the following:



Trailing Twelve
Months Ended:

Minimum Consolidated EBITDA:09/30/2002

$
71,220,00010/31/2002

$
70,755,00011/30/2002

$
72,697,00012/31/2002

$
75,023,00001/31/2003

$
74,748,00002/28/2003

$
74,106,00003/31/2003

$
74,916,00004/30/2003

$
73,891,00005/31/2003

$
74,571,00006/30/2003

$
78,329,00007/31/2003

$
82,476,00008/31/2003

$
87,096,00009/30/2003

$
91,626,00010/31/2003

$
94,908,00011/30/2003

$
98,788,00012/31/2003

$
102,939,000


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Trailing Twelve Months
Ended:

Interest Coverage Ratio:06/30/2003

1.07x07/31/2003

1.13x08/31/2003

1.20x09/30/2003

1.27x10/31/2003

1.32x11/30/2003

1.38x12/31/2003

1.44x




Trailing Three
Months Ended:

Maximum Capital
Expenditure Amount:09/30/2002

$
6,000,00010/31/2002

$
5,600,00011/30/2002

$
5,000,00012/31/2002

$
4,600,00001/31/2003

$
4,600,00002/28/2003

$
4,600,00003/31/2003

$
4,600,00004/30/2003

$
4,600,00005/31/2003

$
4,600,00006/30/2003

$
4,600,00007/31/2003

$
4,900,00008/31/2003

$
5,200,00009/30/2003

$
5,400,00010/31/2003

$
5,400,00011/30/2003

$
5,400,00012/31/2003

$
5,400,000




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1.14Amendment to Section 8.17 (Limitation of Activities of Parent) of the Credit Agreement.

Section 8.17
of the Credit Agreement is hereby amended by inserting the following proviso immediately prior to the period at the end of such section:



1.15Amendment to Section 9 (Events of Default) of the Credit Agreement

Section 9.03
of the Credit Agreement is hereby amended by deleting the phrase "Section 8 or Section 7.15" contained therein and inserting in lieu thereof the phrase
"Section 7.18, 7.19, 7.20, 7.21, 7.22, 7.23, 7.24, 7.25 or 7.26 or Section 8".

1.16Amendment to Section 12 (Miscellaneous) of the Credit Agreement

Section 12.01
of the Credit Agreement is hereby amended by adding the following new paragraph immediately at the end thereof:



1.17Additional Exhibits to the Credit Agreement

Annex
I to this Amendment Number Nine is hereby added to the Credit Agreement as Exhibit P thereto. Annex II to this Amendment Number Nine is hereby added to the Credit
Agreement as Exhibit Q thereto. Annex III to this Amendment Number Nine is hereby added to the Credit Agreement as Exhibit R thereto.

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1.18Reduction in Revolving Loan Commitments

It
is hereby understood and agreed that as of the Amendment Number Nine Effective Date, the Revolving Loan Commitment of each Revolving Loan Lender shall be reduced on a pro ratabasis to reflect the
reduction in the Total Revolving Loan Commitment from $225,000,000 to $214,000,000 in accordance with the proviso to
Section 3.02(a) of the Credit Agreement.

SECTION TWOCONDITIONS TO EFFECTIVENESS

(a)  This
Amendment shall become effective on the date (the "Amendment Number Nine Effective Date") on which the
Administrative Agent shall have received:



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

SECTION THREEAMENDMENT FEES

(a)  Each
Lender that executes and delivers a signature page to this Amendment not later than 12:00 p.m. (Eastern Standard Time) on September 12, 2002 (each, a
"Qualifying Lender") will be entitled to receive a cash amendment fee (the "Cash Amendment Fee") of
0.50% of the total aggregate credit exposure (i.e., Loans plus undrawn Revolving Loan Commitments) of such Lender on the Amendment Number Nine Effective Date and payable upon the earlier of
(i) the consummation of the 2002 Asset Sale or (ii) November 30, 2002 (or such later date that has been approved by a majority of the Steering Committee of the Lenders in
accordance with the second proviso to Section 8.02(u) of the Credit Agreement). The Cash Amendment Fee shall be paid by the Borrowers by wire transfer of immediately available funds to the
Administrative Agent and shall be distributed by the Administrative Agent to each of the Qualifying Lenders.

(b)  In
addition, all Lenders will be entitled to receive an additional cash amendment fee (the "Additional Amendment Fee") of
0.50% of the total aggregate credit exposure (i.e., Loans plus undrawn Revolving Loan Commitments) of such Lender on the Amendment Number Nine Effective Date and due on April 30, 2003. The
Additional Amendment Fee shall be paid by the Borrowers by wire transfer

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of immediately available funds to the Administrative Agent and shall be distributed by the Administrative Agent to each of the Lenders.

SECTION FOUR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 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 FIVE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.

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(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 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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ANNEX I TO  AMENDMENT NUMBER NINE  EXHIBIT P

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ANNEX II TO  AMENDMENT NUMBER NINE  EXHIBIT Q

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ANNEX III TO  AMENDMENT NUMBER NINE  EXHIBIT R

Sale Term Sheet



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