AMENDMENT NUMBER SIX AND WAIVER, dated as of
November 30, 2001 (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 No. 5 (Amendment
No. 5), dated as of June 30, 2001 (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 and waive
certain Sections of the Credit Agreement 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 of each
Tranche 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 Amendment, and the other terms hereof shall be, effective as
of November 30, 2001 (the Amendment No. 6 Effective Date).  1.1.          Amendments
to Section 1 (Amount and Terms of Credit) of the Credit Agreement.  (a)   Section 1.08(b) shall be amended by deleting
the text thereof in its entirety and replacing it with the following:  (b) The unpaid principal amount of each Euro Rate
Loan shall bear interest from the date of the Borrowing thereof until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such
Euro Rate Loan and (ii) the conversion of such Euro Rate Loan to a Base
Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as applicable, at a
rate per annum which shall at all times be the Applicable Euro Rate Margin in
excess of the relevant Euro Rate; provided that no Euro Rate Loan
converted after the Amendment No. 6 Effective Date shall bear interest at an
interest rate lower than the one-month Euro Rate plus the Applicable Euro Rate
Margin on the Amendment No. 6 Effective Date.  (b)   Section 1.08(c) shall be amended by deleting
the text thereof in its entirety and replacing it with the following:  (c) On or after and during the continuance of any
Event of Default, principal and, to the extent permitted by law, interest in respect
of each Loan shall bear interest at a rate per annum equal to the greater of
(x) the rate which is 2% in excess of the rate then borne by such Loans
and (y) the rate which is 2% in excess of the rate otherwise applicable to
Base Rate Loans from time to time. Interest which accrues under this
Section 1.08(c) shall be payable on demand.  2 
   1.2.  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:  (b)  In addition to any other mandatory
repayments or commitment reductions pursuant to this Section 4.02, on each
date set forth below, the Borrowers shall be required to repay that principal
amount of Tranche A Term Loans, to the extent then outstanding, set forth
opposite such date (each such repayment, as the same may be reduced as provided
in Sections 4.01 and 4.02(i), a Tranche A Term Loan Scheduled
Repayment, and each such date, a Tranche A Term Loan Scheduled
Repayment Date):  Tranche A Term
  Loan Scheduled Repayment Date
  
  AmountQuarterly
  Payment Date in December 2001
  
  $
  8,553,394.43Quarterly
  Payment Date in March 2002
  
  8,553,394.43Quarterly
  Payment Date in June 2002
  
  8,553,394.43Quarterly
  Payment Date in September 2002
  
  8,553,394.43Quarterly
  Payment Date in December 2002
  
  11,250,571.24Quarterly
  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  All Tranche A Term Loans
will be repaid on the Tranche A Term Loan Maturity Date.  (b)   Section 4.02(c) shall be amended by deleting
the text thereof in its entirety and replacing it with the following:  (c) In addition to any other mandatory repayments
or commitment reductions pursuant to this Section 4.02,  3 
   on each date set forth below, the Borrowers shall be
required to repay that principal amount of Tranche B Term Loans, to the extent
then outstanding, set forth opposite such date (each such repayment, as the
same may be reduced as provided in Sections 4.01 and 4.02(i), a Tranche B
Term Loan Scheduled Repayment, and each such date, a Tranche B
Term Loan Scheduled Repayment Date):  4 
   Tranche B
  Term Loan Scheduled Repayment Date
  
  AmountQuarterly Payment Date in December 2001
  
  $
  10,867,501.19Quarterly Payment
  Date in March 2002
  
  10,867,501.19Quarterly
  Payment Date in June 2002
  
  10,867,501.19Quarterly
  Payment Date in September 2002
  
  10,867,501.19Quarterly
  Payment Date in December 2002
  
  14,294,394.73Quarterly
  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
  
  34,282,178.89  All Tranche B Term Loans will be repaid on the Tranche B Term Loan
Maturity Date.  (c)   Section 4.02(d) shall be amended by deleting
the text thereof in its entirety and replacing it with the following:  (d)  In addition to any other mandatory repayments
or commitment reductions pursuant to this Section 4.02, on each date on or
after the Amendment No. 6 Effective Date on which either of the Borrowers or
any of their respective Subsidiaries receives Net Cash Proceeds from an Asset
Sale or Sales (other than a sale of Margin Stock prior to consummation of the
Merger), an amount equal to 100% of such Net Cash Proceeds shall be applied as
a mandatory repayment of principal of outstanding Loans in accordance with the
requirements of Sections 4.02(i) and (j); provided,  5 
   however, that the Net Cash Proceeds from the DNE
Asset Sale may be used to (x) make the interest payment due under the Floating
Rate Facility on February 28, 2002 to the extent provided for in
clause (a) of the second flush paragraph after the last clause of Section 8.04
and (y) pay the First Amendment Fee as provided by Section 6(a) of Amendment
No. 6. and Waiver, dated as of November 30, 2001, to the Credit
Agreement.  (d)   Section 4.02(i) shall be amended by deleting
the text thereof in its entirety and replacing it with the following:  (i)  Each amount required to be applied to Loans
pursuant to this Section 4 shall (A) prior to the Major Asset Sale, be applied
first pro  rata to each Tranche of Term Loans (with each Tranche
of Term Loans to be allocated that percentage of the amount to be applied as is
equal to a fraction (expressed as a percentage) the numerator of which is the
then outstanding principal amount of such Tranche of Term Loans and the
denominator of which is equal to the then outstanding principal amount of all
Term Loans) and (B) upon and after the Major Asset Sale, (x) the first
$175.0 million of Net Cash Proceeds shall be applied (1) first, to repay Excess
Revolving Loans and (2) second, pro  rata to each Tranche of Term
Loans (with each Tranche of Term Loans to be allocated that percentage of the
amount to be applied as is equal to a fraction (expressed as a percentage) the
numerator of which is the then outstanding principal amount of such Tranche of
Term Loans and the denominator of which is equal to the then outstanding
principal amount of all Term Loans) and (y) any additional Net Cash
Proceeds shall be applied pro  rata to each Tranche of Loans,
including Revolving Loans (with each Tranche of Term Loans to be allocated that
percentage of the amount to be applied as is equal to a fraction (expressed as
a percentage) the numerator of which is the then outstanding principal amount
of such Tranche of Term Loans and the denominator of which is equal to the then
outstanding principal amount of all Term Loans).  Any amount required to be applied to any Tranche of Term Loans
pursuant to this  6 
   Section 4 shall be applied to reduce the then
remaining Scheduled Repayments of the respective Tranche pro  rata
based upon the then remaining principal amount of each Scheduled Repayment, in
each case reducing the Loans incurred by each of the Company and Essex pro
rata, and, if no Term Loans remain outstanding, all such amounts shall be
applied to repay outstanding borrowings under the Revolving Loans.  In the event that any amount is required to
be applied, and is so applied, to repay Revolving Loans pursuant to clause (B)
of this Section 4.02(i), the Total Revolving Loan Commitment shall, concurrently
with such repayments, be reduced by 85% of the amount of such repayment with
each Lenders Revolving Loan Commitment being reduced pro  rata
based on the aggregate amount of such reduction in the Total Revolving Loan
Commitment; provided, that the Total Revolving Loan Commitment shall at
no point be reduced as a result of this sentence to an amount less than $50.0
million.  (e)   The following two new Sections 4.02(l) and
(m) shall be added to immediately follow Section 4.02(k) consisting of the
following:  (l)  Notwithstanding anything to the contrary
contained elsewhere in this Credit Agreement, in the event the Net Cash Proceeds
of the DNE Asset Sale exceed $25 million, up to $7 million of such excess may
be applied to the Tranche A and Tranche B Term Loan Scheduled Repayments due in
March 2002 (pro  rata).  (m)  In the event that the Borrowers have cash
(together with Cash Equivalents) on hand in excess of $25.0 million in the aggregate
(provided that in calculating such amount, deposited funds which are not
immediately available shall be excluded), such excess cash on hand shall be
used to repay Revolving Loans  (but not
to permanently reduce the Total Revolving Loan Commitment)  7 
   1.3.  Amendments to Section 7 (Affirmative
Covenants) of the Credit Agreement.  (a)   Section 7.15, added to the Credit Agreement
pursuant to Amendment No. 5, shall be deleted in its entirety and replaced with
the following:  [Intentionally omitted].  (b)   The following new section shall be added to
Section 7 to immediately follow Section 7.16 (which was previously added pursuant
to Amendment No. 5) consisting of the following:  Section 7.17.  Additional Collateral Required Pursuant
to Amendment No. 6.  The Borrowers
and the Parent hereby agree and covenant that the Borrowers and the Parent
will, and will cause each of their respective Subsidiaries to, as soon as
practicable but not later than December 15, 2001 (unless extended by the
Steering Committee of the Lenders in its sole discretion):  (a)duly execute and deliver to the Collateral Agent,
Mortgages and related guarantees (to the extent not previously delivered to the
Collateral Agent) encumbering substantially all Real Property owned or leased
by the Borrowers (which Real Property is listed in Annex A hereto), the
Parent or their respective Subsidiaries (except for (i) such Real Property as
to which the Steering Committee of the Lenders shall determine that the costs
of obtaining such Mortgage are excessive in relation to the value of the
security to be afforded thereby and (ii) any leased Real Property in the event
the provisions of the applicable Lease shall prohibit the grant of a mortgage
Lien on such leased Real Property and the Parent, Borrower or Subsidiary that
is the tenant of such leased Real Property shall be unable to obtain the
applicable landlords consent (after having used commercially reasonable
efforts to obtain such consent; provided that in such event, such tenant  8 
   shall cause such leased Real Property to be assigned
to a special purpose Subsidiary (it being understood that in the event the
provisions of the applicable Lease shall prohibit such assignment, such tenant
shall use commercially reasonable efforts to obtain the applicable landlords
consent and, to the extent such consent shall not be obtained after such tenant
shall have used such efforts, such tenant shall not be obligated so to assign
such leased Real Property)), the capital stock or other equity interest of
which shall be pledged to the Collateral Agent pursuant to an amendment to the
Second Amended and Restated Pledge Agreement in form and substance reasonably
acceptable to the Collateral Agent), and each such Mortgage shall be duly
executed by the Parent, Borrower or Subsidiary that is the owner or holder of
an interest in the Real Property encumbered thereby and shall be in form for recording
in the recording office of each jurisdiction where the applicable Real Property
is situated, and shall be accompanied by such fixture filings, certificates, affidavits,
questionnaires, instruments, returns or other documents as shall be required in
connection with filing or recordation thereof and to grant a perfected mortgage
lien on such Real Property;  (b)with respect to each Real Property subject to a
Mortgage described in clause (a) of this Section 7.17, deliver to the
Collateral Agent (i) such consents, approvals, estoppels, tenant
subordination agreements or other instruments as shall be necessary or
reasonably requested by the Collateral Agent to grant the Lien contemplated by
the applicable Mortgage; (ii) a title search provided by the Title Company
(or foreign equivalent thereof) containing no exceptions to title other than
exceptions reasonably acceptable to the Collateral Agent;  9 
   (iii) policies or certificates of insurance as
required by the Mortgage relating to such Real Property, which policies or
certificates shall comply with the insurance requirements contained in such
Mortgage; (iv) evidence acceptable to the Collateral Agent of payment by
the Borrowers of all search and examination charges, mortgage recording taxes
and fees, charges, costs and expenses required for the recording of such
Mortgage; and (v) a duly executed officers certificate or other evidence
satisfactory to the Collateral Agent of the type described in Section 5.10(x)
of the Credit Agreement;  (c)deliver to the Collateral Agent UCC, judgment and tax
lien searches (or foreign equivalents thereof) confirming that  the Collateral subject to the Security
Documents is subject to no Liens other than Liens permitted by the applicable
Security Documents;  (d)deliver to the Collateral Agent the legal opinion of
local and foreign counsel in each jurisdiction as may be required by the Collateral
Agent, in each case in form and substance reasonably acceptable to the Collateral
Agent;  (e)with respect to each leased Real Property at which
Collateral is located, use its best commercially reasonable efforts to obtain
and deliver to the Collateral Agent a landlord lien waiver and access agreement
substantially in the form of Exhibit 3 to the Second Amended and
Restated Security Agreement, with such changes as shall be reasonably
acceptable to the Collateral Agent; and  (f)deliver to the Collateral Agent evidence that all
other actions necessary or in the reasonable opinion of the Collateral Agent,  10 
   desirable to create, perfect and confirm the security
interests purported to be created by the Security Documents have been taken.  The costs and expenses of
all actions taken by the parties in connection with the pledge of the
Collateral contemplated in this Section 7.17 (including, without
limitation, the reasonable fees and disbursements of Cahill Gordon &
Reindel, local and foreign counsel) shall be paid by the Loan Parties promptly
following demand therefor.  1.4.  Amendments to Section 8 (Negative
Covenants) of the Credit Agreement.  (a)   The flush left paragraph after the last
paragraph of Section 8.04 which was added pursuant to Amendment No. 5
shall be deleted in its entirety and replaced with the following text:  Upon the Amendment No. 6 Effective Date, the Blocking
Notice delivered by the Administrative Agent on behalf of the Lenders shall be
deemed to be revoked and the November 30, 2001 scheduled interest payment in an
amount not to exceed $4,376,388.89 may be paid in cash.  Notwithstanding the
foregoing, the Borrowers shall not, and the Borrowers shall cause their
Subsidiaries not to, directly or indirectly, make any interest payments with
respect to interest accrued on or after December 1, 2001 through and including
November 30, 2002, due under the Floating Rate Facility, except that, so
long as no Default or Event of Default has occurred and is continuing:  (a)       the cash interest payment due under the
Floating Rate Facility on February 28, 2002 may be paid on the later of
(i) February 28, 2002 (in the event that the DNE Asset Sale is
consummated prior to such date) or (ii) the date of the consummation of
the DNE Asset Sale.  Such interest
payment may be paid only out of the Net  11 
   Cash Proceeds from the DNE Asset Sale (to the extent
not used for any other purpose);  (b)       the cash interest payment due under the
Floating Rate Facility on May 31, 2002 may be paid in the event that the
Borrowers both:  deliver, on or before
May 15, 2002, to the Administrative Agent (on behalf of the Lenders) and
Policano & Manzo (i) the Major Asset Sale Letter of Intent (provided
that the Major Asset Sale Letter of Intent is then in effect) and (ii) a
Projected Liquidity Certificate which shows Liquidity of at least $40.0 million
on such date and after giving effect to such cash interest payment;  (c)       the cash interest payment due under the
Floating Rate Facility on August 30, 2002 may be paid in the event that
the Borrowers both:  deliver, on or
before August 15, 2002, to the Administrative Agent (on behalf of the
Lenders) and Policano & Manzo (i) the Definitive Transaction Agreement
(provided that the Definitive Transaction Agreement is then in effect)
and (ii) a Projected Liquidity Certificate which shows Liquidity of at
least $40.0 million on such date and after giving effect to such cash interest
payment; and  (d)       the cash interest payment due under the
Floating Rate Facility on November 30, 2002 may be paid in the event that
the Borrowers both:  (i) consummate
the Major Asset Sale, on or before November 15, 2002, and
(ii) deliver, on or before November 15, 2002, to Policano & Manzo
and the Administrative Agent (on behalf of the Lenders) a Projected Liquidity
Certificate which shows Liquidity of at least $40.0 million on such date and
after giving effect to such cash interest payment;  provided, however that no payment provided
for in clauses (b) through (d) above may be made (I) prior to five
Business Days after the delivery of the applicable Projected Liquidity
Certificate or (II) in  12 
   the event that either the Administrative Agent or
Policano & Manzo objects to the calculation of Liquidity in such Projected
Liquidity Certificate or that the Projected Liquidity Certificate does not otherwise
comply with the requirements of Amendment No. 6 and Waiver, dated as of
November 30, 2001, to the Credit Agreement.  Notwithstanding anything
to the contrary herein, if the Borrowers have not satisfied any of the
conditions to the making of any interest payment on the Floating Rate Facility
on or before the date such condition was required to have been satisfied, then,
so long as no Default or Event of Default has occurred and is continuing, such
interest payment may be made in cash at a later date if all conditions to the
making of such interest payment are satisfied on such later date, provided,
however, that (I) evidence of such satisfaction shall be delivered
to the Steering Committee and Policano & Manzo, and (II) no such
payment may be made (a) prior to five Business Days after the delivery of such
evidence or (b) in the event that either the Steering Committee or Policano
& Manzo objects to the calculation of Liquidity as set forth in such
evidence or that the Projected Liquidity Certificate included in such evidence
does not otherwise comply with the requirements of Amendment No. 6 and
Waiver, dated as of November 30, 2001, to the Credit Agreement.  Notwithstanding the
foregoing provisions of this Section 8.04, up to two scheduled cash interest
payments under the Floating Rate Facility may be made in cash, but only to the
extent of the Net Cash Proceeds from (x) the issuance of common or preferred
stock of the Parent (to the extent contributed to either Borrower), (y) junior
subordinated debt of the Borrowers, in each case, on terms and conditions
acceptable to the Steering Committee and Policano & Manzo, or (z) the
credit support provided by Alpine contained in, and on the terms provided in,
the amendment to the Floating Rate Facility described below and the payment
described in this subclause (z) shall not be subject to the subordination
provisions of the Floating Rate Facility. 
The Borrowers will not, directly or indirectly, amend or modify, or fail
to enforce  13 
   any of their rights and remedies, including the right
to make payment in kind and to enforce the subordination provisions thereof,
with respect to any of the documentation governing the credit support described
in Section 1.4 (of Amendment No. 6 dated as of November 30, 2001) provided by Alpine,
or make any cash payments (whether for principal, interest, reimbursement of
expenses, indemnity or otherwise).  Further, notwithstanding
anything to the contrary herein, the Borrowers will be permitted to make cash
interest payments in respect of the Floating Rate Facility on May 31, 2002
and August 30, 2002 if, prior to the making thereof, (i) a Projected
Liquidity Certificate for the last day of the calendar quarter in which any
such payment is to be made (or if such date is the last date of a calendar
quarter, the next calendar quarter) showing Liquidity of not less than $60
million on such date, after giving effect to such cash interest payment, shall
have been provided to the Lenders and Policano & Manzo and (ii) so
long as no Default or Event of Default has occurred and is continuing, the
Borrowers are in compliance with the covenants contained in Sections 7 and 8
hereof and the Floating Rate Facility; provided, however, that no
such payment may be made (I) prior to five Business Days after the delivery of
either such certificate or (II) in the event that either the Administrative
Agent or Policano & Manzo objects to the calculation of Liquidity in such
certificate or that the Projected Liquidity Certificate does not otherwise
comply with the requirements of Amendment No. 6 and Waiver, dated as of November 30,
2001, to the Credit Agreement.  Other than the amendment
to the Floating Rate Facility described in Section 5(b) of Amendment No. 6 and
Waiver, dated as of November 30, 2001, to the Credit Agreement, the
Borrowers shall not, directly or indirectly, amend, modify or waive any
provision of the Floating Rate Facility (including to increase the rate of
interest or make (or permit any Affiliate to make) any payment with respect to
loans, interest or other amounts thereunder).  14 
   Notwithstanding the
above, in no event may an aggregate cash interest payment on any date be
greater than the amount of cash interest that would have been payable on such
date, if the aggregate principal amount of the Floating Rate Facility did not
exceed $200 million.  (b)   Section 8.08(a) shall be amended by replacing
50.0 opposite the date 12/31/2002 in the table in such Section with N/A
and adding the following text at the end of such subsection  Capital Expenditures for the period ending December
31, 2002 shall be re-tested on January 3, 2003 such that Capital Expenditures
may not exceed $50.0 for such period unless (x) the Major Asset Sale has been
consummated prior to January 3, 2003 and (y) the Required Lenders have agreed
to an alternate level of Capital Expenditures for such period ending.  (c)   Section 8.09 shall be amended by deleting the
text thereof in its entirety and replacing it with the following:  8.09.  Minimum Consolidated EBITDA.  The Company will not permit Consolidated
EBITDA during any Test Period set forth below to be less than the amount (in
millions of dollars) set forth below with respect to such Test Period:  Test
  Period Ending:
  
  Consolidated EBITDA12/31/2001
  
  N/A03/31/2002
  
  N/A06/30/2002
  
  N/A09/30/2002
  
  N/A12/31/2002
  
  N/A03/31/2003
  
  365.006/30/2003
  
  370.009/30/2003
  
  375.012/31/2003 and
  the last day of each Fiscal Quarter thereafter
  
  380.0
  15 
   Consolidated EBITDA for the Test Period ending
December 31, 2002 shall be re-tested on January 3, 2003 such that Consolidated
EBITDA may not be less than $360.0 for such Test Period unless (x) the Major
Asset Sale has been consummated prior to January 3, 2003 and (y) the Required
Lenders have agreed to an alternate level of Consolidated EBITDA for such Test
Period.  (d)   Section 8.10 shall be amended by deleting the
text thereof in its entirety and replacing it with the following:  8.10.  Interest Coverage Ratio and Fixed Charge
Coverage Ratio.  The Company will
not permit either (x) the Interest Coverage Ratio or (y) the ratio of
Consolidated EBITDA to the sum of (x) Consolidated Interest Expense and (y)
Capital Expenditures (such ratio, the Fixed Charge Coverage Ratio) for
any Test Period set forth below to be equal to or less than the ratio set forth
below with respect to such Test Period:  Test
  Period Ending:
  
  Fixed Charge Coverage Ratio
  
  Interest Coverage Ratio12/31/2001
  
  0.77
  x
  1.03
  x03/31/2002
  
  1.57
  x
  2.14
  x06/30/2002
  
  N/A
  
  N/A09/30/2002
  
  N/A
  
  N/A12/31/2002
  
  N/A
  
  N/A03/31/2003
  
  N/A
  
  3.25
  x06/30/2003
  
  N/A
  
  3.25
  x09/30/2003
  
  N/A
  
  3.50
  x12/31/2003 and
  the last day of each Fiscal Quarter thereafter
  
  N/A
  
  3.50
  x  The Interest Coverage Ratio for the Test Period ending
December 31, 2002 shall be re-tested on January 3, 2003 such that the Interest
Coverage Ratio may not be equal to or less than 3.00x for such Test Period,
unless (x) the Major Asset Sale has been consummated prior to January 3, 2003
and (y)  16 
   the Required Lenders have agreed to an alternate level for the Interest
Coverage Ratio for such Test Period.  (e)   Section 8.11 shall be amended by deleting the
text thereof in its entirety and replacing it with the following:  8.11.  Leverage Ratio.  The Company will not permit the Pro Forma
Leverage Ratio at any time during the Test Period set forth below to be equal
to or more than the ratio set forth below with respect to such Test Period:  Test
  Period Ending:
  
  Leverage Ratio12/31/2001
  
  N/A03/31/2002
  
  N/A06/30/2002
  
  N/A09/30/2002
  
  N/A12/31/2002
  
  N/A03/31/2003
  
  3.00
  x06/30/2003
  
  3.00
  x09/30/2003
  
  2.75
  x12/31/2003 and
  the last day of each Fiscal Quarter thereafter
  
  2.75
  x
  The Leverage Ratio for the Test Period ending December
31, 2002 will be re-tested on January 3, 2003 such that the Leverage Ratio may
not be equal to or more than 3.25x for such Test Period unless (x) the Major
Asset Sale has been consummated prior to January 3, 2003 and (y) the Required
Lenders have agreed to an alternate level for the Leverage Ratio for such Test
Period.  (f)  A new
Section 8.11A shall be added to Section 8 to immediately follow Section 8.11
consisting of the following:  Section 8.11A.  Monthly Covenants.  (a) 
The Company will not permit or suffer the performance test indicated below
to be less than the amount indicated  17 
   below with respect to the first month of the fiscal
quarter indicated below as if such month were a Test Period:  First Month TestQ2  02
  
  Q3  02
  
  Q4  02Interest Coverage Ratio
  
  2.25
  x
  1.77
  x
  1.99
  xFixed Charge Coverage Ratio
  
  1.67
  x
  1.31
  x
  1.47
  x  (b)  The Company will not permit or suffer the
performance test indicated below to be less than either (x) the amount
indicated below with respect to the second month of the fiscal quarter
indicated below or (y) the amount indicated below with respect to the first two
months of such quarter as if such month or period, as the case may be, were a
Test Period (it being understood that the Borrowers need meet only one of such
tests for each Test Period):  Second Month TestFiscal
  Quarter:
  
  Q2  02
  
  Q3  02
  
  Q4  02Interest Coverage Ratio
  
  2.31
  x
  2.16
  x
  1.82
  xFixed Charge Coverage Ratio
  
  1.73
  x
  1.60
  x
  1.34
  x  First Two Month TestFiscal
  Quarter:
  
  Q2  02
  
  Q3  02
  
  Q4  02Interest Coverage Ratio
  
  2.46
  x
  2.03
  x
  2.03
  xFixed Charge Coverage Ratio
  
  1.83
  x
  1.50
  x
  1.50
  x  (c)  The Company will not permit or suffer the
performance test indicated below to be less than either (x) the amount
indicated below with respect to the third month of the fiscal quarter indicated
or (y) the amount indicated below with respect to the entire fiscal quarter as
if such month or period, as the case may be, were a Test Period (it being
understood that the Borrowers need meet only one of such tests for each Test
Period):  18 
   Third Month TestFiscal
  Quarter:
  
  Q2  02
  
  Q3  02
  
  Q4  02Interest Coverage Ratio
  
  2.39
  x
  2.63
  x
  1.29xFixed Charge Coverage Ratio
  
  1.80
  x
  1.96
  x
  0.97x  Entire Fiscal Quarter TestFiscal
  Quarter:
  
  Q2  02
  
  Q3  02
  
  Q4  02Interest Coverage Ratio
  
  2.47
  x
  2.25
  x
  1.80xFixed Charge Coverage Ratio
  
  1.85
  x
  1.67
  x
  1.33x  (d)  The Company will not, and will not permit
any of its Subsidiaries to, make any Capital Expenditures during the three
month period ending on the date set forth below in excess of the amount set
forth below with respect to such date:  Period
  Ending
  
  Amount($ in
  millions)12/31/01
  
  6.53/31/02
  
  6.54/30/02
  
  6.55/31/02
  
  6.56/30/02
  
  6.57/31/02
  
  6.78/31/02
  
  6.99/30/02
  
  7.010/31/02
  
  7.011/30/02
  
  7.012/31/02
  
  7.0
  The monthly reports required to be delivered pursuant to Section
7.01(a) of this Credit Agreement shall include an Officers Certificate certifying
compliance with the monthly covenants contained in this Section 8.11A.  In calculating Consolidated EBITDA, for the purposes
of the covenants contained in Section 8.10 and this Section 8.11A, the
non-recurring charges set forth on Schedule III  19 
   hereto shall be excluded. 
Further, calculation of Consolidated EBITDA for the Test Period ending
December 31, 2001 shall exclude fees of Policano and Manzo and legal fees
and disbursements incurred by the Company in connection with the preparation,
execution and delivery of Amendment No. 6.  In addition, with respect to the Fixed Charge Coverage Ratio
tests set forth in this Section 8.11A, Capital Expenditures shall equal the average
monthly spending for the month ending in the Test Period and the prior two
months.  1.5.  Amendments to Section 9 (Events of Default)
of the Credit Agreement.  (a)   A new Section 9.13 shall be added to Section
9 to immediately follow Section 9.12 consisting of the following:  Section 9.13.  Extension of the Term of Receivables
Financing Agreement.  An agreement
extending the term of, or refinancing or replacing, the Receivables Financing
Agreement (in any case, on terms and conditions acceptable to the
Administrative Agent) to January 1, 2003 has not been delivered to the
Administrative Agent on behalf of the Lenders on or before June 10, 2002
for any reason.  1.6.  Amendments to Section 10 (Definitions) of
the Credit Agreement.  (a)   The following definitions in Section 10
of the Credit Agreement shall be amended by deleting the current version of
such definitions and replacing each with the following version in appropriate
alphabetical order:  Applicable Base Rate
Margin shall mean (i) in the case of each of the Revolving Loans and
Tranche A Term Loans, a percentage per annum equal to 3.00%, effective as
of the Amendment No. 6 Effective Date and (ii) in the case of
Tranche B Term Loans, a percentage per annum equal to 3.50%, effective as
of the Amendment No. 6 Effective Date; provided, however, that
the percentages per annum provided in clauses (i) and (ii) above shall be
adjusted based on the adjustments to the Applicable Base Rate Margin described
in Schedule I hereto.  20 
   All of the percentages
set forth above shall be adjusted by the applicable Interest Reduction
Discount.  Applicable Euro Rate
Margin shall mean (i) in the case of each of the Revolving Loans and
Tranche A Term Loans, a percentage per annum equal to 4.00%, effective as
of the Amendment No. 6 Effective Date and (ii) in the case of
Tranche B Term Loans, a percentage per annum equal to 4.50%, effective as
of the Amendment No. 6 Effective Date; provided, however, that
the percentages per annum provided in clauses (i) and (ii) above shall be
adjusted based on the adjustments to the Applicable Euro Rate Margin described
in Schedule II hereto.  All of the percentages
set forth above shall be adjusted by the applicable Interest Reduction Discount.  Definitive
Transaction Agreement shall mean a fully executed agreement of purchase
and sale providing for the Major Asset Sale (on an after-tax basis) between the
Borrowers and a third party having no substantive conditions to the parties
obligations to close (other than the conditions that (1) no material adverse
change in the business of the Borrowers shall have occurred and (2) all regulatory
approvals required in order to consummate the transaction shall have been
received) and having such other terms and conditions as are acceptable to the
Steering Committee.  (b)  The
definition of Consolidated Interest Expense in Section 10 of the Credit
Agreement shall be amended by adding the following text after the last sentence
of such definition:  With respect to the Test Periods ending on or prior
to December 31, 2002 (where covenant compliance is being determined as of
December 31, 2002 or earlier), Consolidated Interest Expense shall not include
(x) interest on the Floating Rate Facility or (y) interest accrued by
the Parent on the Trust Preferred Securities (it being understood that such  21 
   amounts shall be included with respect to the Test
Period ending on December 31, 2002 if compliance is being re-tested on January
3, 2003 for such Test Period).  (c)  The
definition of Indebtedness in the Credit Agreement shall be amended by adding
the following sentence as the last sentence of such definition:  For the avoidance of doubt, for purposes of Section
9.04 of the Credit Agreement, Indebtedness shall include the Lease Agreement
between the Borrowers and their affiliates and ALP (TX) QRS 11-28, Inc.  (d)   All references in the definition of Interest
Reduction Discount and in the flush left paragraph after the last paragraph of
Section 8.07 to the defined term June 2002 Repayment Event shall be replaced
by the defined term Major Asset Sale.  (e)   The following new definitions shall be added
to Section 10 in appropriate alphabetical order consisting of the
following:  Amendment No. 6
Effective Date shall mean November 30, 2001.  DNE Asset Sale
shall mean an Asset Sale relating to the Capital Stock or assets of DNE Systems
(on terms and conditions consistent with this Credit Agreement and otherwise
acceptable to the Administrative Agent, except that no consent of the Lenders
shall be required other than the consent of the Steering Committee).  Excess Revolving
Loans shall mean the dollar amount (if any) of Total Revolving
Outstandings in excess of $167,527,100.  Liquidity shall
mean the sum of (i) cash on hand plus (ii) Total Unutilized Revolving
Loan Commitments (assuming the aggregate Commitments thereunder are $225.0
million (less any actual Revolving Loan Commitment reduction effected after the
Amendment No. 6 Effective Date)).  22 
   Major Asset Sale
shall mean an Asset Sale or Asset Sales which would include dispositions
attributable to any internal liquidation of assets or lines of business by the
Borrowers (each on terms and conditions consistent with this Credit Agreement
and otherwise acceptable to the Administrative Agent) generating Net Cash
Proceeds of at least $175.0 million (on an after-tax basis).  Major Asset Sale
Letter of Intent shall mean a fully executed letter of intent or
substantially similar documentation with a third party (having a demonstrated
ability to consummate timely such transaction) providing for the Major Asset
Sale having only customary terms, conditions and contingencies as are
acceptable to the Steering Committee.  Projected Liquidity
Certificate shall mean an Officers Certificate delivered and dated prior
to (but in no event more than five Business Days prior to) an applicable
interest payment date under the Floating Rate Facility provided by the Company
and delivered to the Administrative Agent (on behalf of the Lenders) and
Policano & Manzo (which certificate shall be substantially in the form
attached hereto as Exhibit A and satisfactory in substance to
Policano & Manzo) certifying as to the Companys projections for the
specific date through which Liquidity is being calculated (which shall be
annexed to such certificate) and as to the Borrowers Liquidity (after giving
effect to the applicable Floating Rate Facility interest payment).  Steering Committee of
the Lenders shall mean that group of Lenders appointed by the
Administrative Agent from time to time to constitute a steering committee of
the Lenders.  (f)    The following definitions in Section 10 of
the Credit Agreement shall be deleted in their entireties:  (i)    the definition of June 2002 Repayment
Event; and  23 
   (ii)   the definition of June 2002 Repayment Event
Letter of Intent.  SECTION TWO- WAIVER  Effective as of the Amendment No. 6 Effective Date,
the Lenders hereby waive compliance by the Company with Section 9.12 with respect
to delivery of the Subordinated Lender Consent Agreement on or before November
25, 2001.  SECTION THREE- INTEREST PAYMENTS  Notwithstanding any provisions of the Credit Agreement
or this Amendment to the contrary, as of the Amendment No. 6 Effective Date:  (a)  Interest under the Credit Agreement shall be
payable (i) monthly in arrears and (ii) in respect of each Loan, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand; and  (b)  No Interest Period on any Euro Rate Loan
incurred or converted after the Amendment No. 6 Effective Date will be longer
than one month.  (c)  Interest rates applicable to Euro Rate Loans
shall be equal to the greater of the (i) one-month Euro Rate plus the
Applicable Euro Rate Margin on the Amendment No. 6 Effective Date and
(ii) interest rate that would otherwise be applicable to such Loans under
Section 1.08.  SECTION FOUR- REVOLVING LOANS  Notwithstanding any provisions of the Credit Agreement
or this Amendment to the contrary, as of the Amendment No. 6 Effective Date:  (a) The maximum outstanding amount in respect of
Revolving Loans during any period listed below shall not exceed  24 
   the amount indicated below including Letter of Credit Outstandings at
such time:  Period
  
  Maximum
  Total Revolving Outstandings(millions)Amendment No. 6
  Effective Date through 05/20/02
  
  $
  225.005/21/02 through
  11/19/02
  
  214.011/20/02 through
  12/31/02
  
  225.0  (b)  A portion
of the Total Revolving Loan Commitment aggregating $19,420,895.62 (which is
equal to the aggregate of the Tranche A Term Loan Scheduled Repayment and
Tranche B Term Loan Scheduled Repayment which are due on the last Quarterly
Payment Date of 2001) shall be kept available and be applied only to the making
of such Scheduled Repayments.  (c)  Repayment
of Excess Revolving Loans shall be paid in full before payment is made on any
other Revolving Loans or on any Tranche of Term Loans with respect to the
receipt of proceeds upon liquidation of any Collateral in bankruptcy or any
distributions from a bankruptcy plan of other insolvency proceeding.  SECTION FIVE- CONDITIONS TO EFFECTIVENESS  (a)   This Amendment shall become effective as of
the Amendment No. 6 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 of each Tranche, and as to any of the
Lenders, advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment;  (ii)   payment in full of all out-of-pocket costs
and expenses (including, without limitation, the reasonable fees and disbursements
of Cahill Gordon & Reindel, Weil, Gotshal & Manges LLP and local
counsel) pursuant to the Credit Agreement (which costs and expenses shall be
paid  25 
   by wire transfer of
immediately available funds and distributed by the Administrative Agent to the
parties entitled thereto);  (iii)  the term of the Receivables Financing
Agreement shall have been extended through June 30, 2002;  (iv)  a second amended and restated security
agreement substantially in the form of Exhibit B attached hereto (the Second
Amended and Restated Security Agreement) duly authorized, executed and
delivered by the Borrowers, the Parent and each of their respective
Subsidiaries, pursuant to which the Collateral Agent shall have been granted a
first priority Lien on and security interest (with such exceptions as shall be
expressly permitted by the Second Amended and Restated Security Agreement) in
the Pledged Collateral (as defined in the Second Amended and Restated Security
Agreement; such Pledged Collateral, the Security Agreement Collateral), which
Security Agreement Collateral shall include substantially all of the tangible
and intangible personal property and assets of the Borrowers, the Parent and
each of their respective Subsidiaries except for such personal property or
assets as to which the Steering Committee of the Lenders shall determine in its
sole discretion that the costs of obtaining such Lien and security interest are
excessive in relation to the value of the security to be afforded thereby;  (v)   a second amended and restated pledge
agreement substantially in the form of Exhibit C attached hereto (the Second
Amended and Restated Pledge Agreement) duly authorized, executed and
delivered by the Borrowers, the Parent and each of their respective
Subsidiaries, pursuant to which the Collateral Agent shall have been granted a
first priority Lien on and security interest in the Pledged Collateral (as
defined in the Second Amended and Restated Pledge Agreement; such Pledged
Collateral, the Pledge Agreement Collateral), which Pledge Agreement
Collateral shall include all the shares of capital stock or other equity
interests of each Subsidiary of the Borrowers (which Subsidiaries are listed in
Annex B hereto) and the Parent except for such capital stock or other equity
interests as to which the Steering Committee of the Lenders shall determine in
its sole discretion that the costs of obtaining such Lien and security interest
are excessive  26 
   in relation to the value
of the security to be afforded thereby;  (vi)   each document (including, without
limitation, UCC financing statements) required by the Second Amended and Restated
Security Agreement or the Second Amended and Restated Pledge Agreement or under
applicable law or reasonably requested by the Collateral Agent to be executed,
filed, registered and/or recorded (including, without limitation, all related
guarantees, assignments, supplements and other instruments) in order to create
in favor of the Collateral Agent, for its benefit and for the benefit of the
Secured Parties thereunder, a perfected Lien on the Security Agreement
Collateral and Pledge Agreement Collateral, prior and superior in right to any
other Person (other than (x) such exceptions as the Steering Committee of the
Lenders may determine in its sole discretion and (y) Liens expressly permitted
by the Second Amended and Restated Security Agreement or the Second Amended and
Restated Pledge Agreement, respectively), which documents shall be in proper
form for filing, registration or recordation to the extent applicable;  (vii)   the legal opinion of Proskauer Rose LLP,
counsel to the Borrowers, the Parent and their respective Subsidiaries in form
and substance reasonably acceptable to the Collateral Agent;  (viii)  to the extent not previously delivered to
the Collateral Agent (a) the certificates representing the Pledged
Securities (as defined in the Second Amended and Restated Pledge Agreement),
together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof and (b) each
Intercompany Note (as defined in the Second Amended and Restated Pledge
Agreement) endorsed in blank (or accompanied by a duly executed transfer form
in blank) by the pledgor thereof; and  (ix)   except as otherwise determined by the
Steering Committee of the Lenders in its sole discretion, Control Agreements
(as defined in the Second Amended and Restated Security Agreement) or the
foreign equivalent thereof duly authorized, executed and delivered by the
parties thereto, with respect to each Securities Account, Commodity Account,  27 
   Deposit Account (each as
defined in the Second Amended and Restated Security Agreement) and each other
account maintained by any pledgor.  (b)  The
effectiveness of this Amendment is further conditioned upon the execution of
and delivery to the Administrative Agent on behalf of the Lenders of an
amendment (in form and substance satisfactory to the Administrative Agent and
the Steering Committee) to the Floating Rate Facility setting forth the
agreement between the Borrowers and each Lender (as that term is defined in the
Floating Rate Facility) under the Floating Rate Facility, and any other holders
of notes issued under the Floating Rate Facility, with respect to the amendment
of the Floating Rate Facility to provide for the terms described in Section
8.04 of this Credit Agreement, which agreement (or any ancillary agreement or
undertaking) shall not contain any provision for the payment of compensation to
the Lenders (or other holders) for their consent thereunder, other than payment
of increased interest in kind or other non-cash compensation, which
compensation, if any, is subject to the subordination provisions of the
Floating Rate Facility (or otherwise ranking pari passu with all obligations
under the Floating Rate Facility).  The
effectiveness of this Amendment is further conditioned on such amendment to the
Floating Rate Facility providing that:  (i)    the payment of in-kind interest under the
Floating Rate Facility shall be permitted; and  (ii)   provide that the Blocking Notice dated
November 27, 2001 and delivered pursuant to Section 8.02 of the Floating Rate
Facility shall be deemed not to have been delivered and, therefore, shall not
prohibit the delivery of another Blocking Notice pursuant to the Floating Rate
Facility.  (c)  The
effectiveness of this Amendment (other than Sections Five through Seven) is
further conditioned upon the accuracy of the representations and warranties set
forth in Section Seven hereof.  28 
   SECTION SIX- AMENDMENT FEE  (a)   Each Lender that executes and delivers a
signature page to this Amendment not later than 12:00 p.m. (New York time)
on December 13, 2001 (each, a Qualifying Lender) will be entitled
to receive an amendment fee (the First Amendment Fee) of 0.25% of the
total aggregate credit exposure (i.e., Loans plus undrawn Revolving Loan
Commitments) of such Lender on the Amendment No. 6 Effective Date and payable
upon the earlier of: 
(a) 12:00 p.m. (New York time) on June 30, 2002 and
(b) the closing date of the DNE Asset Sale.  The First 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)   Each Qualifying Lender will also be entitled
to receive an additional amendment fee (the Second Amendment Fee) of
0.75% of the total aggregate credit exposure (i.e., Loans plus undrawn
Revolving Loan Commitments) of such Lender on the Amendment No. 6 Effective
Date and payable upon the earliest to occur of (a) the consummation of the
Major Asset Sale, (b) the occurrence of an Event of Default and (c) the
termination and repayment in full of all obligations under the Credit
Agreement.  The Second 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.  SECTION SEVEN- 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  29 
   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:  (a)   Each Credit Party has the corporate power and
authority to execute, deliver and perform this Amendment and has taken all corporate
actions necessary to authorize the execution, delivery and performance of this
Amendment;  (b)   No Default or Event of Default has occurred
and is continuing;  (c)   No consent of any person other than all of
the Lenders and the Agents parties hereto, and no consent, permit, approval or
authorization of, exemption by, notice or report to, or registration,  filing or declaration with, any governmental
authority is required in connection with the execution, delivery, performance,
validity or enforceability against any Credit Party of this Amendment;  (d)   This Amendment has been duly executed and
delivered on behalf of each Credit Party by a duly authorized officer or
attorney-in-fact of such Credit Party, and constitutes a legal, valid and
binding obligation of each Credit Party enforceable against such Credit Party
in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, fraudulent conveyance, preferential transfer,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors rights and remedies generally, (b) general
principles of equity (whether such enforceability is considered in a proceeding
in equity or at law), and by the discretion of the court before which any proceeding
therefor may be brought, or (c) public policy considerations or court
administrative, regulatory or other governmental decisions that may limit
rights to indemnification or contribution or limit or affect any covenants or
agreements relating to competition or future employment; and  (e)   The execution, delivery and performance of
this Amendment will not violate (i) any provision of law applicable  30 
   to any Credit Party or
(ii) any contractual obligation of any Credit Party, other than such
violations that would not reasonably be expected to result in, singly or in the
aggregate, a Material Adverse Effect.  SECTION EIGHT- 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.  31