Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT  AND CONSENT TO SPECIFIC TRANSACTIONS

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO SPECIFIC TRANSACTIONS (this "Amendment") is made and entered into as of April 2, 2004, by and among SUPERIOR ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior"),ESSEX
GROUP, INC., a Michigan corporation ("Essex") (Superior and Essex being referred to collectively as "Borrowers," and individually as a "Borrower"); various financial
institutions ("Lenders");FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia
30339, in its capacity as collateral and administrative agent for the Lenders (together with its successors in such capacity, "Administrative Agent"); andGENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as syndication agent for the Lenders (together with its successors in such capacity, "Syndication Agent";
Administrative Agent and Syndication Agent are each hereafter referred to from time to time individually as an "Agent" and collectively as "Agents").

Recitals:

Borrowers, Lenders and Agents are parties to a certain Credit Agreement, dated November 10, 2003 (as at any time amended, the "Credit Agreement") pursuant
to which Lenders have made certain revolving credit loans and other extensions of credit to Borrowers. Capitalized terms used herein but not defined herein shall have the meaning ascribed thereto in
the Credit Agreement The Credit Agreement has previously been amended by a First Amendment to Credit Agreement, dated February 20, 2004 and a Second Amendment to Credit Agreement and Consent to
Certain transactions, dated March 18, 2004. The parties desire to make additional amendments to the Credit Agreement as hereinafter set forth.

Superior
has entered into an Asset Purchase Agreement dated as of March 18, 2004 (the "Belden Purchase Agreement") with Belden Communications Company ("BCC") and Belden
(Canada) Inc. ("Belden-Canada"; together with BCC, the "Seller") pursuant to which Superior proposes to purchase from Seller certain inventory, machinery and equipment and customer contracts of
Seller for a total purchase price of approximately $95,000,000, including, without limitation, the Additional Payment (as such term is defined in the Belden Purchase Agreement).

In
addition, Superior and Essex, as joint and several obligors, propose to issue certain unsecured notes in an aggregate principal amount of not less than $250,000,000 but not more than
$275,000,000, to mature on a date in April, 2012 and bearing interest at a rate not to exceed 9.0% per annum (the "Notes"), pursuant to the terms of a certain indenture to be entered into by Superior
and Essex, together with Superior Essex, Inc., Superior Essex Holdings Corp., Essex International, Inc. and certain of their subsidiaries, as guarantors, and the Bank of New York, as
indenture trustee. All of the notes will be senior unsecured obligations of Superior and Essex, ranking equal in right of payment with all other senior unsecured obligations of Superior and Essex. The
net proceeds from the Notes will be used to redeem the New Senior Secured Notes (plus pay the accrued but unpaid interest thereon), to finance the purchase pursuant to the Belden Purchase Agreement
(including related transaction fees and expenses) and for additional working capital purposes, including by reducing the outstanding balance of the Revolver Loans (without reducing the amount of the
Revolver Commitments).

Borrowers
seek the consent of Agents and Lenders to the consummation of the transactions contemplated by the Belden Purchase Agreement, the issuance of the Notes, the disposition of the
net proceeds derived from such issuance and the transactions contemplated by the foregoing.

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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.Consent to Belden Purchase Agreement.Notwithstanding anything in the Credit
Agreement to the contrary, Agents and Lenders hereby consent to the execution and delivery of and consummation of the transactions contemplated under the Belden Purchase Agreement in the form
previously delivered to Agents, without material amendment or modification.

2.Consent to Issuance of Notes.Notwithstanding anything in the Credit Agreement to the
contrary, Agents and Lenders hereby consent to the execution, delivery and performance of the Indenture, the issuance of the Senior Unsecured Notes in an aggregate principal amount of not less than
$250,000,000 but not to exceed $275,000,000 and the disposition of net proceeds thereof as set forth in the Recitals hereto (including, without limitation, the defeasance and subsequent redemption of
the New Senior Secured Notes in full in accordance with the terms of the New Senior Secured Note Indenture).

3.Amendments to Appendix A to Credit Agreement.Appendix A to the Credit
Agreement is hereby amended as follows:



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4.Amendment to Credit Agreement.The Credit Agreement is hereby amended as follows:



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5.Application of Proceeds.Each Borrower covenants and agrees that it shall utilize the
proceeds of the Senior Unsecured Notes solely for the purposes set forth in the Recitals to this Amendment.

6.Payment of Certain Fees and Expenses.Each Borrower represents and warrants to Agents
and Lenders that, of the $16,000,000 referenced in the proviso contained in the definition of "Consolidated EBITDA", not less than $11,634,000 of such amount has been expensed and properly reflected
on Borrowers' books and records on or before the date of this Amendment.

7.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.

8.Reference to Credit Agreement.Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

9.Expenses of Agents.Borrowers agree to pay,on
demand, all costs and expenses incurred by Agents 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 reasonable costs and fees of Agents' legal counsel and any taxes or expenses associated
with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.

10.Effectiveness of Certain Provisions.The effectiveness of Sections 3and4of this Amendment are subject to the issuance of the Notes under the Indenture.

11.Miscellaneous.This Amendment shall be effective upon acceptance by Agents and
Lenders, whereupon the same shall be governed by and construed in accordance with the internal laws of the State of Georgia. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. This Amendment may be executed in any number of

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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 transmission shall be deemed to be an original signature hereto. 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.

12.No Novation, etc.Except as otherwise expressly provided in this Amendment, nothing
herein shall be deemed to amend or modify any provision of the Credit 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 Credit Agreement as herein modified shall continue in full force and effect.

13.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.

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

|                    |  | BORROWERS:                       
|------------------- |  | ---------------------------------
|ATTEST:             |  | SUPERIOR ESSEX COMMUNICATIONS LLC
|/s/TRACYE GILLELAND |  | By:                              
|Secretary           |  |                                  
|[COMPANY SEAL]      |  |                                  
|ATTEST:             |  | ESSEX GROUP, INC.                
|/s/TRACYE GILLELAND |  | By:                              
|Secretary           |  |                                  
|[CORPORATE SEAL]    |  |                                  

[Signatures
continued on next page]

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|                                    |  | LENDERS:                            
|----------------------------------- |  | ------------------------------------
|Revolver Commitment: $60,000,000.00 |  | FLEET CAPITAL CORPORATION           
|                                    |  | By:                                 
|                                    |  |                                     
|Revolver Commitment: $60,000,000.00 |  | GENERAL ELECTRIC CAPITAL CORPORATION
|                                    |  | By:                                 
|                                    |  |                                     
|Revolver Commitment: $30,000,000.00 |  | WACHOVIA BANK, NATIONAL ASSOCIATION 
|                                    |  | By:                                 
|                                    |  |                                     

[Signatures
continued on next page]

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| |  | ADMINISTRATIVE AGENT:                                    
| |  | ---------------------------------------------------------
| |  | FLEET CAPITAL CORPORATION,as Administrative Agent        
| |  | By:                                                      
| |  |                                                          
| |  | SYNDICATION AGENT:                                       
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,as Syndication Agent
| |  | By:                                                      
| |  |                                                          

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CONSENT AND REAFFIRMATION

Each of the undersigned guarantors of the Obligations of Borrowers at any time owing to Agents and Lenders hereby (i) acknowledges receipt of a copy of the
foregoing Third Amendment to Credit Agreement and Consent to Certain Transactions; (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 guaranty of the Obligations and reaffirms that such guaranty is and shall remain in full force and effect.

IN
WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as of the date of such Third Amendment to Credit Agreement and Consent to Certain Transactions.

|ATTEST:            |  | SUPERIOR ESSEX INC.                 
|------------------ |  | ------------------------------------
|/s/T. C. GILLELAND |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     
|ATTEST:            |  | SUPERIOR ESSEX HOLDING CORP.        
|/s/T.C. GILLELAND  |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     
|ATTEST:            |  | ESSEX INTERNATIONAL INC.            
|/s/T.C. GILLELAND  |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     
|ATTEST:            |  | ESSEX GROUP, INC.                   
|/s/T.C. GILLELAND  |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     

[Signatures
continued on next page]

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|ATTEST:            |  | ESSEX SERVICES, INC.                
|------------------ |  | ------------------------------------
|/s/T.C. GILLELAND  |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     
|ATTEST:            |  | ESSEX TECHNOLOGY, INC.              
|/s/T. C. GILLELAND |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     
|ATTEST:            |  | ESSEX MEXICO HOLDINGS, L.L.C.       
|/s/T. C. GILLELAND |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[COMPANY SEAL]     |  |                                     
|ATTEST:            |  | ESSEX WIRE CORPORATION              
|/s/T.C. GILLELAND  |  | By:                                 
|Secretary          |  | Title: Senior Vice President and CFO
|[CORPORATE SEAL]   |  |                                     

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