**Exhibit 10.1**

***FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TOSPECIFIC TRANSACTIONS***

THIS FIFTH AMENDMENT TOCREDIT AGREEMENT AND CONSENT TOSPECIFIC TRANSACTIONS (this “Amendment”) is made and entered into as of June 16,2004, by and among **SUPERIORESSEX COMMUNICATIONS LLC**, a Delaware limited liability company (“Superior”),**ESSEX GROUP, INC.**, a Michigancorporation (“Essex”) (Superior and Essex being referred to collectively as “Borrowers,”and individually as a “Borrower”); various financial institutions (“Lenders”); **FLEET CAPITAL CORPORATION**, a Rhode Islandcorporation with an office at 300 Galleria Parkway, Suite 800, Atlanta,Georgia 30339, in its capacity as collateral and administrative agent for theLenders (together with its successors and assigns in such capacity, “AdministrativeAgent”); and **GENERAL ELECTRIC CAPITALCORPORATION**, a Delaware corporation, in its capacity as syndicationagent for the Lenders (together with its successors in such capacity, “SyndicationAgent”; Administrative Agent and Syndication Agent are each hereafter referredto from time to time individually as an “Agent” and collectively as “Agents”).

***Recitals***:

Borrowers, Lenders and Agents are parties to a certainCredit Agreement dated November 10, 2003, as amended by that certain FirstAmendment to Credit Agreement dated February 20, 2004, that certain SecondAmendment to Credit Agreement dated March 18, 2004, that certain ThirdAmendment to Credit Agreement and Consent to Specific Transactions dated as of April 2,2004, and that certain Fourth Amendment to Credit Agreement, dated as of April 30,2004 (as at any time amended, restated or otherwise modified, the “CreditAgreement”), pursuant to which Lenders have made certain revolving credit loansand other extensions of credit to Borrowers.

Borrowers have informed Agents and Lenders thatSuperior intends to convert from a Delaware limited liability company to aDelaware limited partnership. Agents and Lenders are willing to consent to suchconversion of the form of Superior from a limited liability company to alimited partnership, subject to the terms and conditions contained herein.

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

**1.  *****Definitions.*****  **All capitalized terms used in thisAmendment, unless otherwise defined herein, shall have the meaning ascribed tosuch terms in the Credit Agreement.

**2.  *****Conversion of Superior: Representations andWarranties of Borrowers.*****  **Borrowershave informed Administrative Agent that: (a) Superior desires to convertfrom a Delaware limited liability company to a Delaware limited partnershipunder the name “Superior Essex Communications LP” (the “Conversion”); (b) thegeneral partner of Superior after the Conversion will be SE Communications GPInc., a Delaware corporation (the “GP”); and (c) the Conversion will beeffected in accordance with Section 17-217 of the Delaware Revised UniformLimited Partnership Act (the “DLPA”).

**3.  *****Representations and Warranties Regarding Conversion.***   EachBorrower represents and warrants to Administrative Agent that after theconsummation of the Conversion (a) all references in the Credit Agreement andthe other Loan Documents to “Superior Essex Communications LLC” shall be deemed references to“SuperiorEssex Communications LP, as successor-by-conversion to Superior EssexCommunications LLC”; (b) the property and assets of Superior willbe free of all Liens other than Permitted Liens as of the date of theConversion; (c) Superior shall continue as a “Borrower” under the CreditAgreement and shall be bound by all the terms and provisions thereof; (d) Superiorshall be a Delaware limited partnership having the partnership name registeredwith Delaware Secretary of State of 

 

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“Superior Essex Communications LP”; (e) allof the Obligations shall be deemed ratified and assumed by Superior EssexCommunications LP, as the successor-by-conversion to Superior Essex Communications LLC; and (f) theObligations shall be secured by all property of Superior comprising theCollateral. Borrowers further represent and warrant to Agents and Lenders thatneither of the Borrowers nor the GP have entered into any agreements amongthemselves or with any other Persons which modify in any respect whatsoever theprovisions of clauses (d), (e), (f) or (g) of Section 17-217 ofthe DLPA, which provisions remain in full force and effect in respect of theConversion.

**4.  *****Authorization to File Financing Statements.***   EachBorrower hereby authorizes Administrative Agent to execute and file suchfinancing statements or amendments to financing statements as AdministrativeAgent may deem necessary or appropriate to continue to perfection and priorityof its Liens in the Collateral after the consummation of the Conversion.

**5.  *****Consent to Conversion.*****  **The Administrative Agent consents to the proposedConversion if, and only if, Administrative Agent, in its sole discretion, issatisfied that each of the Conversion Conditions shall have been satisfied. Forpurposes hereof, “Conversion Conditions” shall mean:

(a)    no Defaultor Event of Default shall exist;

(b)   theConversion has been consummated and duly recorded with the Delaware Secretaryof State in accordance with the form of Certificate of Conversion attachedhereto as *Exhibit A* and Administrative Agentshall have received a certified copy thereof;

(c)    no lessthan 99% of the Equity Interests of Superior shall be directly or indirectlyowned and controlled by Superior Essex Holding Corp. after the consummation ofthe Conversion;

(d)   Superior,as so converted to a Delaware limited partnership, has adopted an Agreement ofLimited Partnerships in substantially the form attached hereto as *Exhibit B*;

(e)    GP is thegeneral partner of Superior and has delivered to Administrative Agent a Closingand Incumbency Certificate in the form attached hereto as *Exhibit C*together with all exhibits referenced therein; and

(f)    Borrowersshall have delivered to Administrative Agent an opinion of counsel insubstantially the form of *Exhibit D*attached hereto.

**6.  *****Ratification and Reaffirmation.*****  **Each Borrower hereby ratifies andreaffirms the Obligations, each of the Loan Documents and all of such Borrower’scovenants, duties, indebtedness and liabilities under the Loan Documents.

**7.  *****Acknowledgments and Stipulations.*****  **Each Borrower acknowledges and stipulates that theCredit Agreement and the other Loan Documents executed by Borrowers are legal,valid and binding obligations of Borrowers that are enforceable againstBorrowers in accordance with the terms thereof; all of the Obligations areowing and payable without defense, offset or counterclaim (and to the extentthere exists any such defense, offset or counterclaim on the date hereof, thesame is hereby waived by each Borrower); and the security interests and liensgranted by Borrowers in favor of Administrative Agent, for the benefit ofitself and Lenders, are duly perfected, first priority security interests andliens.

**8.  *****Representations and Warranties.*****  **Each Borrower represents and warrants to Agents andLenders, to induce Agents and Lenders to enter into this Amendment, that noDefault or Event of Default exists on the date hereof; the execution, deliveryand performance of this Amendment have been duly authorized by all requisitecompany action on the part of each Borrower and this Amendment has been dulyexecuted and delivered by each Borrower; and all of the representations andwarranties made by Borrowers in the Credit Agreement are true and correct onand as of the date hereof.

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**9.  *****Reference to Credit Agreement.*****  **Upon the effectiveness of thisAmendment, 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.

**10.  *****Breach of Amendment.*****  **This Amendment shall be part of theCredit Agreement and a breach of any representation, warranty or covenantherein shall constitute an Event of Default.

**11.  *****Conditions Precedent.*****  **The effectiveness of the amendmentscontained in Section 2 hereof are subject to the satisfaction of each ofthe following conditions precedent, in form and substance satisfactory toAdministrative Agent, unless satisfaction thereof is specifically waived inwriting by Administrative Agent:

(a)    AdministrativeAgent shall have received a duly executed counterpart of this Amendment,together with (i) a Consent and Reaffirmation duly signed by theGuarantors, (ii) a certificate of resolutions from each Borrowerauthorizing this Amendment and the other documents referenced herein, and (iii) suchadditional documents, instruments and certificates as Agents and Lenders shallrequire in connection herewith;

(b)   AdministrativeAgent shall have received a duly executed Joinder Agreement executed by GP andthe exhibits reference therein in the form attached hereto as *Exhibit E*;

(c)    Each ofthe Conversion Conditions shall be satisfied; and

(d)   AdministrativeAgent shall have received such other agreements, documents, certificates andopinions as it may reasonably request in connection with the transactionscontemplated by this Amendment.

**12.  *****Expenses of Agents.***   Borrowers agree to pay,**on demand**, all costs and expensesincurred by Agents in connection with the preparation, negotiation andexecution of this Amendment and any other Loan Documents executed pursuanthereto and any and all amendments, modifications, and supplements thereto,including, without limitation, the reasonable costs and fees of Agents’ legalcounsel and any taxes or expenses associated with or incurred in connectionwith any instrument or agreement referred to herein or contemplated hereby.

**13.  *****Miscellaneous.*****  **This Amendment shall be effectiveupon acceptance by Agents and Lenders, whereupon the same shall be governed byand construed in accordance with the internal laws of the State of Georgia. ThisAmendment shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns. This Amendment may be executed inany number of counterparts and by different parties to this Amendment onseparate counterparts, each of which, when so executed, shall be deemed anoriginal, but all such counterparts shall constitute one and the same agreement.Any signature delivered by a party by facsimile transmission shall be deemed tobe an original signature hereto. Section titles and references used inthis Amendment shall be without substantive meaning or content of any kindwhatsoever and are not a part of the agreements among the parties hereto.

**14.  *****No Novation, etc.******.***   Except as otherwiseexpressly provided in this Amendment, nothing herein shall be deemed to amendor modify any provision of the Credit Agreement or any of the other LoanDocuments, each of which shall remain in full force and effect. This Amendmentis not intended to be, nor shall it be construed to create, a novation oraccord and satisfaction, and the Credit Agreement as herein modified shallcontinue in full force and effect.

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

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**16.  *****Release of Claims.*****  **To induce Agents and Lenders to enter into thisAmendment, each Borrower hereby releases, acquits and forever discharges Agentsand Lenders, and all officers, directors, agents, employees, successors andassigns of Agents and Lenders, from any and all liabilities, claims, demands,actions or causes of action of any kind or nature (if there be any), whetherabsolute or contingent, disputed or undisputed, at law or in equity, or knownor unknown, that any Borrower now has or ever had against Agents or Lendersarising under or in connection with any of the Loan Documents or otherwise. EachBorrower represents and warrants to Agents and Lenders that such Borrower hasnot transferred or assigned to any Person any claim that such Borrower ever hador claimed to have against Agents or Lenders.

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

*[Remainder of page intentionallyleft blank; signatures on the following page]*

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted under seal and delivered by their respective duly authorized officerson the date first written above.
|             | ***BORROWERS*:**                       |
|-------------|----------------------------------------|
| ATTEST:     | **Superior  Essex Communications LLC** |
|        | * *                               | By: | /s/ David S. Aldridge |   |
| *Secretary* |                                   |   | **David S. Aldridge,***CFO, Vice President and Treasurer* |
| ATTEST:     |                                   | **Essex  Group, Inc.** |
|        | * *                               | By: | /s/ David S. Adridge |   |
| *Secretary* |                                   |   | **David S. Aldridge,***Vice President and Treasurer* |

 

*[Signatures continued on following page]*

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* *
|                                      | ***LENDERS*:**                            |
|--------------------------------------|-------------------------------------------|
| Revolver Commitment:  $60,000,000.00 | **Fleet  Capital Corporation**            |
|                                 | By:                                       | /s/ H. Glenn Little |   |
|                                 |                                      | Title: | *Senior  Vice President* |   |
| Revolver Commitment:  $60,000,000.00 | **General  Electric Capital Corporation** |
|                                 | By:                                       | /s/ Curtis J. Correa  |   |
|                                 |                                      | Title: | *Duly  Authorized Signatory* |   |
| Revolver Commitment:  $55,000,000.00 | **Wachovia  Bank, National Association**  |
|                                 | By:                                       | /s/ Daniel L. Denton | ** ** |
|                                 | ** **                                | Title: | *Director* |   |
|                                      |                                           |  |  |  |  |

 

*[Signatures continued on the following page]*

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|            | ***ADMINISTRATIVE AGENT*:**                                    |
|------------|----------------------------------------------------------------|
| ** ** | **Fleet  Capital Corporation,**as Administrative Agent         |
|       | By:                                                            | /s/ H. Glenn Little |   |
|       |                                                           | Title: | *Senior  Vice President* |   |
| ** ** | ***SYNDICATION  AGENT*:**                                      |
| ** ** | **General  Electric Capital Corporation,**as Syndication Agent |
|       | By:                                                            | /s/ Curtis J. Correa |   |
|       |                                                           | Title: | *Duly  Authorized Signatory* |   |
|            |                                                                |  |  |  |  |

 

 

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***CONSENT AND REAFFIRMATION***

Each of the undersigned guarantors of the Obligationsof Borrowers at any time owing to Agents and Lenders hereby (i) acknowledgesreceipt of a copy of the foregoing Fifth Amendment to Credit Agreement andConsent to Certain Transactions; (ii) consents to Borrowers’ execution anddelivery thereof; (iii) agrees to be bound thereby; and (iv) affirmsthat nothing contained therein shall modify in any respect whatsoever itsguaranty of the Obligations and reaffirms that such guaranty is and shallremain in full force and effect.

INWITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation asof the date of such Fifth Amendment to Credit Agreement and Consent to CertainTransactions.
| ATTEST:     | **Superior Essex Inc.**           |
|-------------|-----------------------------------|
| ** **  | ** **                        | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                        | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                        | *Treasurer and CFO* |
| ATTEST:     | **Superior  Essex Holding Corp.** |
| ** **  | ** **                        | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                        | **David S. Aldridge,**  *Vice President and* |
| ** **  | ** **                        | *Treasurer* |
| ATTEST:     | **Essex International  Inc.**     |
| ** **  | ** **                        | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                        | **David S. Aldridge,***Vice President,* |
| ** **  | ** **                        | *Treasurer, Assistant Secretary and CFO* |
| ATTEST:     | **Essex Group,  Inc.**            |
| ** **  | ** **                        | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                        | **David S. Aldridge,***Vice President,* |
| ** **  | ** **                        | *Treasurer and Assistant Secretary* |

 

*[Signaturescontinued on the following page]*

 

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| ATTEST:     | **Essex Technology, Inc.**         |
|-------------|------------------------------------|
| ** **  | ** **                         | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                         | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                         | *Treasurer and Assistant Secretary* |
| ATTEST:     | **Essex  Mexico Holdings, L.L.C.** |
| ** **  | ** **                         | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                         | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                         | *Treasurer and Assistant Secretary* |
| ATTEST:     | **Essex  Wire Corporation**        |
| ** **  | ** **                         | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                         | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                         | *Treasurer and Assistant Secretary* |
| ATTEST:     | **Essex  Canada Inc.**             |
| ** **  | ** **                         | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                         | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                         | *Treasurer and Assistant Secretary* |
| ATTEST:     | **Essex****Group Mexico Inc.**     |
| ** **  | ** **                         | By: | /s/ David S. Aldridge |   |
| *Secretary* | ** **                         | **David S. Aldridge,**  *Vice President,* |
| ** **  | ** **                         | *Treasurer and Assistant Secretary* |

 

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