EXHIBIT
10(pp)  AMENDMENT NUMBER SIX TO
SENIOR SUBORDINATED CREDIT AGREEMENT  AMENDMENT NUMBER SIX, dated as of December 27, 2001 (Amendment No. Six),
to the Senior Subordinated Credit Agreement dated as of May 26, 1999 (as
amended and in effect from time to time, the Credit Agreement), among SUPERIOR
TELECOMMUNICATIONS INC. (formerly known as Superior/Essex Corp.), a
Delaware corporation (the Borrower), SUPERIOR TELECOM INC., a Delaware
corporation (the Parent), each of the Subsidiary Guarantors party thereto
(the Guarantors, and together with the Borrower and the Parent, the Credit
Parties), the lending institutions from time to time party thereto (each a
Lender and collectively, the Lenders), FLEET CORPORATE FINANCE, INC., as
Syndication Agent, and BANKERS TRUST COMPANY, as Administrative
Agent (the Agents).  Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement.  WHEREAS, the Borrower desires to amend certain provisions of the Credit
Agreement;  WHEREAS, in connection with the foregoing, the Agents and the Lenders have
requested that certain other provisions of the Credit Agreement be amended; and  WHEREAS, the Credit Parties have considered and agreed to the Agents and the
Lenders requests, upon the terms and conditions set forth in this Amendment
No. Six; and  WHEREAS, the consent of the Credit Parties and the Required Lenders is
necessary to effect this Amendment No. Six;  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.  The Credit Agreement is
amended as hereinafter provided in this Section One, effective as of November
30, 2001 (the Sixth Amendment Effective Date).  1.1.         Amendment
to Section 1 (Amount and Terms of Credit) of the Credit Agreement. Section 1 of the Credit Agreement is
hereby amended by inserting the following new clause 1.06A after Section 1.06
thereof:  
   1.06A.  Special Interest
Payment Provisions.  Notwithstanding
any provisions of Section 1.06 to the contrary, payment of the February
Payment, the May Payment, the August Payment and the November Payment shall be
subject to the following provisions:  (a)           The February Payment
shall be paid in cash (subject to clause (i) hereof) from the proceeds of the
DNE Asset Sale on the February Payment Date if such DNE Asset Sale has been
completed prior to the February Payment Date, and, if such DNE Asset Sale has
not been completed prior to the February Payment Date, the February Payment
shall be made by issuance of PIK Notes issued in respect thereof, or, if such
DNE Asset Sale is completed after the February Payment Date, such Payment or
the PIK Notes issued in respect thereof shall be paid on the date the Borrower
actually receives the proceeds from such DNE Asset Sale, provided, that
if PIK Notes have been issued to evidence such Payment, only such PIK Notes
(but not interest accrued thereon) shall be paid on such date.  (b)           The May Payment
shall be paid in cash (subject to clause (i) hereof) on the May Payment Date if
the Borrower has delivered to the Agents a Major Asset Sale Letter of Intent by
May 15, 2002 (provided that the Major Asset Sale Letter of Intent is then in
effect), and, if such Major Asset Sale Letter of Intent has not been delivered
prior to the May Payment Date, the May Payment shall be made by the issuance of
PIK Notes issued in respect thereof, or, if such Major Asset Sale Letter of
Intent is executed after May 15, 2002 but on or before the Major Asset Sale
Default Date (provided that the Major Asset Sale Letter of Intent is then in
effect), such May Payment or the PIK Notes issued in respect thereof (but not interest
accrued thereon) shall be paid on the later of the May Payment Date and the
date on which such Major Asset Sale Letter of Intent is actually delivered, provided,
that if PIK Notes have been issued to evidence such Payment only such PIK Notes
(but not interest accrued thereon) shall be paid on such date.  (c)           The August Payment
(and any PIK Note, subject to clause (h) hereof (but not interest accrued
thereon),  2 
   issued in respect of the May Payment) shall be paid in cash (subject to
clause (i) hereof) on the August Payment Date if the Borrower has executed the
Definitive Transaction Agreement by August 15, 2002 (provided that the
Definitive Transaction Agreement is then in effect), and, if such Definitive
Transaction Agreement has not been executed prior to the August Payment Date,
the August Payment shall be made by the issuance of PIK Notes issued in respect
thereof, or, if such Definitive Transaction Agreement is executed after August
15, 2002 but on or before the Major Asset Sale Default Date (provided that the
Definitive Transaction Agreement is then in effect), such August Payment or the PIK Notes issued
in respect thereof (but not interest accrued thereon) shall be paid on the
later of the August Payment Date and the date on which such Definitive
Transaction Agreement is executed, provided, that if PIK Notes have been
issued to evidence such Payment, only such PIK Notes (but not interest accrued
thereon) shall be paid on such date.  (d)           The November Payment
(and any PIK Note (but not interest accrued thereon) issued in respect of the
May Payment and/or the August Payment) shall be paid in cash (subject to
clauses (h) and (i) hereof) on the November Payment Date if the Major Asset
Sale has been consummated by November 15, 2002, and, if such Major Asset Sale
has not been consummated prior to the November Payment Date, the November
Payment shall be made by the issuance of PIK Notes issued in respect thereof,
or, if such Major Asset Sale is consummated after November 15, 2002 but on or
before the Major Asset Sale Default Date, such November Payment or the PIK Note issued in respect
thereof (but not interest accrued thereon) shall be paidon the
later of the November Payment Date and the date on which such Major Asset Sale
is consummated, provided, that if PIK Notes have been issued to evidence
such Payment, only such PIK Notes (but not interest accrued thereon) shall be
paid on such date.  (e)           Upon satisfaction of
the respective conditions to making any Payment (other than the condition of
delivery of a Projected Liquidity Certificate) and prior to making the  3 
   May Payment, the August Payment and the November Payment in cash, the
Borrower shall use its best good faith efforts to deliver a Projected Liquidity
Certificate as promptly as practicable to the Agents showing projected
Liquidity as of the date on which such Payment is to occur (after giving effect
to any such cash Payment); provided, however, that no such
Payment shall be made in cash, and no such certificate shall be required to be
delivered unless such Projected Liquidity Certificate would show projected
Liquidity on such date of at least $40,000,000.  (f)            Notwithstanding the
provisions of clauses (a) through (d) above, in the event that conditions to
any such Payment have not been met by its respective Interest Payment Date, to
the extent the Borrower or the Parent actually receives proceeds from any
Junior Capital Issuance, the Borrower shall make such Payments (subject to
clause (i) hereof) in cash from such proceeds unless the Senior Secured Credit
Agreement (as in effect on the date hereof or as may be amended to permit
additional such Payments) prohibits such Payment; provided,however,
that if the February Payment is made with proceeds from a Junior Capital
Issuance, no other payment shall be made by the Borrower in respect of the
amount so paid from such proceeds, from the proceeds of the DNE Asset Sale or
otherwise.  (g)           Notwithstanding the
provisions of clauses (b) and (c), the Borrower shall make any of the May
Payment and the August Payment (and any PIK Note, subject to clause (h) hereof
(but not interest accrued thereon), in cash (subject to clause (i) hereof) to
the extent that (i) the Projected Liquidity Certificate delivered to the Agents
in connection with such Payment, projects Liquidity (after giving effect to any
such cash Payment) of not less than $60,000,000 as of the end of the calendar
quarter (in which such Payment occurs), and (ii) the Borrower is then in
compliance with this Agreement and the covenants contained in Section 7 and 8
of the Senior Secured Credit Agreement. 
The Borrower shall use its best good faith efforts to deliver such
certificate if and when it would have Liquidity of at least $60,000,000.  4 
   (h)           For the avoidance of
doubt, if (i) the DNE Asset Sale has not been completed prior to the February
Payment Date, (ii) the Major Asset Sale Letter of Intent has not been delivered
prior to the May Payment Date and the provisions of clause (g) are not then
applicable, (iii) the Definitive Transaction Agreement has not been delivered
prior to the August Payment Date and the provisions of clause (g) are not then
applicable, (iv) the Major Asset Sale has not been consummated prior to the
November Payment Date or (v) the Borrower is unable to deliver a Projected
Liquidity Certificate as required under clause (e) or (g) hereof projecting
Liquidity of at least $40,000,000 or $60,000,000, as applicable, and as a
result all or any portion of an interest payment is not paid in cash on the
applicable Interest Payment Date as otherwise provided in this Section 1.06A,
then, in lieu of such amount being paid in cash, the Borrower will issue to
each Lender a PIK Note on the applicable Interest Payment Date (except to the
extent such interest payment is made with the proceeds of a Junior Capital
Issuance), in the amount of such accrued interest not paid in cash owed to such
Lender (and such PIK Note shall satisfy the obligations of the Borrower in
respect of such accrued interest not paid in cash and then owed to such
Lender), based on the then applicable Interest Rate for the Loans, with the
principal amount of the Loans being increased by the amount of such PIK Note, provided,however, if any PIK Notes are issued in connection with the February
Payment, such PIK Notes shall bear interest at an Interest Rate of LIBOR (at
2.50125%) plus 5.00% from the date of issuance through the Extended
Payment Date, and if such PIK Notes are not paid in full on or before the
Extended Payment Date, shall bear interest from the Extended Payment Date at
the then applicable Interest Rate for the Loans and, provided,further, that the Borrower shall not be required to make cash interest
payments in respect of any of the Payments pursuant to clauses (a) through (h)
hereof in an amount exceeding the amount that would have been payable in cash
on the respective Interest Payment Date (without giving effect to the issuance
of any PIK Note).  In the event that any
Payment is made on a date after the  5 
   same is due, to the extent any portion of the PIK Note issued in
respect thereof or interest accrued thereon is not paid at such time, the
unpaid portion of the applicable PIK Note shall remain outstanding, and shall
continue to bear interest as provided herein and therein.  (i)            During the period
from and after the Sixth Amendment Effective Date, except as provided in this
Section 1.06A with respect to interest payable by the issuance of PIK Notes,
interest on a principal amount of $200,000,000 of the Loans shall be paid in
cash by the Borrower on each Payment Date at an Interest Rate of LIBOR plus
5.00%.   Notwithstanding anything to the
contrary in this Agreement, interest accruing at a rate above LIBOR plus 5.00%
at any time from and after the Sixth Amendment Effective Date as provided in
this Section 1.06A, and interest accruing on any principal of the Loans in excess
of an aggregate principal amount of $200,000,000 (including, without
limitation, interest on PIK Notes issued hereunder), shall be paid by the
Borrower by the issuance of PIK Notes issued on each Interest Payment
Date.  Any prepayments of the PIK Notes
shall be applied in the inverse order of issuance, or in such other order as
may be agreed by the Required Lenders.  (j)            If any PIK Notes
are issued pursuant to this Section 1.06A, such PIK Notes shall be due and
payable, if not repaid earlier (whether as required pursuant to this Section
1.06A or by voluntary prepayment), on the Maturity Date.  (k)           For the avoidance of
doubt, all interest on the Loans which is due and payable at any time on or
after January 2, 2003 shall be payable in cash and not through the issuance of
any PIK Notes (except as provided in clauses (i) and (j) hereof).  6 
   1.2.         Amendment
to Section Five (Affirmative Covenants) of the Credit Agreement.  (a)           Section 5.01 of the Credit Agreement
is hereby amended by (i) inserting the following new clause (i) at the end
thereof:  (i)          Not later than the fifteenth day of
each month, the Borrower shall provide to the Agents a report in form
reasonably satisfactory to the Agents as to the progress of the DNE Asset Sale
and the Major Asset Sale.  1.3.         Amendment
to Section Six (Negative Covenants) of the Credit Agreement.  (a)           Section 6.01 of the Credit Agreement
is hereby amended by (i) inserting the words or in respect of clause (xv)
hereof, the Parent to, after the words any of its Restricted Subsidiaries
to, contained in the first paragraph thereof, (ii) replacing clause (xv) in
its entirety and replacing it with the following:  (xv) Indebtedness of the Borrower or the Parent in respect of
any Junior Capital Issuance;, and (iii) by inserting the following new
sentence at the end thereof:  Notwithstanding the
foregoing clauses (i) through (xvii), at any time after the Sixth Amendment
Effective Date, neither the Borrower nor the Parent shall incur any
Indebtedness to redeem any security or other indebtedness, in any such case,
junior to the Loans, including, without limitation, the Trust Preferred Securities.  (b)           Section 6.02 of the Credit Agreement
is hereby amended by inserting the following new clause (d) at the end thereof:  (d)         Notwithstanding the
foregoing, the Borrower shall not be permitted to make any dividend payments,
distributions or other payments in respect of the Parent Common Stock, the
Trust Preferred Securities, the Debentures or the Intercompany Subordinated
Loan (except, in each case, through the issuance of additional securities
having the same terms), or make any payment in respect of management fees  (in cash, cash equivalents or by the
issuance of any debt instrument (other than a debt instrument issued no earlier
than January 1, 2002 and in an aggregate amount no more than $5,000,000 in any
fiscal year, subject to the same restrictions applicable to a Junior Capital
Issuance and providing for no payment of cash interest prior to maturity)
unless prior to such payment at least $50,000,000 in principal amount of the
Loans outstanding on the Sixth Amendment Effective Date has been repaid to the
Lenders.  7 
   1.4.         Amendment
to Section 8 (Subordination) of the Credit Agreement.  (a)           Section 8.01 of the Credit Agreement
is hereby amended by inserting the following at the end of said Section 8.01:  Notwithstanding
any provisions herein to the contrary, the provisions of this Section 8 shall
not apply to the Interest Guaranty or to any payments of principal, interest or
other amounts of the Loans from the proceeds of the Interest Guaranty, and
shall not prohibit the Lenders from enforcing their rights under and retaining
any payments made under the Interest Guaranty (including, without limitation,
realizing on the Guaranty Collateral therefor); provided,however,
that any proceeds from the Interest Guaranty paid to the Lenders shall be
deemed a payment made by or on behalf of the Borrower and applied against then
due and owing interest as directed by the Agents.  (b)           Section 8.02 of the Credit Agreement
is hereby amended by inserting the following at the end of said Section 8.02:  The
Lenders acknowledge that, upon the Sixth Amendment Effective Date, the holders
of the Senior Indebtedness shall be deemed to have revoked the Default Notice
delivered to the Agents in respect of the November 30, 2001 scheduled interest
payment and such payment shall be paid in cash.  1.5.         Amendment
to Section 9 (Definitions and Accounting Terms) of the Credit Agreement.  (a)           Section 9.01 of the Credit Agreement
is hereby amended by inserting the following new definitions in the appropriate
alphabetical sequence:  August Payment shall mean the payment of the interest required to be
paid pursuant to Section 1.06 hereof on the August Payment Date.  August Payment Date shall mean August 30, 2002.  Control Agreement shall mean the control agreement, dated as of the
Sixth Amendment Effective Date, among Alpine, Fleet National Bank and the
Lenders, such control agreement to be in the form attached hereto as Exhibit
A.  8 
   DNE Asset Sale shall mean an Asset Sale (other than the Major Asset
Sale) relating to the Capital Stock or assets of DNE Systems.  Definitive Transaction Agreement shall mean a fully executed
agreement of purchase and sale providing for the Major Asset Sale between the
Borrower and a third party having no substantive conditions to the parties
obligations to close (other than the conditions that (i) no material adverse
change in the business of the Borrower and its Subsidiaries shall have occurred
and (ii) 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.  Extended Payment Date shall mean May 20, 2002.  February Payment shall mean the payment of the interest required to
be paid pursuant to Section 1.06 hereof on the February Payment Date.  February Payment Date shall mean February 28, 2002.  Guaranty Collateral shall mean the cash collateral in an amount equal
to $3,833,972.22 in which Alpine has granted a perfected (by control) first
priority security interest to the Administrative Agent pursuant to the terms of
the Pledge Agreement and the Control Agreement.  Interest Guaranty shall mean the guaranty provided by Alpine, such
guaranty to be in the form attached hereto as Exhibit  B.  Junior Capital Issuance shall mean the issuance by the Borrower or
the Parent of junior capital to third parties (including Alpine), provided,however, that the terms of any such Junior Capital Issuance shall provide
for no right of acceleration (except upon a bankruptcy relating to the Parent,
the Borrower or any of their respective material Subsidiaries), no redemption
prior to its stated maturity date, the cash interest rate shall not exceed the interest rate payable in cash
on the Loans, with no cash interest to be paid unless the Lenders are then
receiving cash interest, a maturity and weighted life to maturity of at least
366 days beyond the Maturity Date (as may be amended from time to time),
subordination on terms acceptable to the Agents and shall otherwise be on terms
and conditions satisfactory to the Agents.  9 
   Liquidity shall mean the sum of (i) cash on hand, plus (ii)
the amount then available to be borrowed under the Senior Secured Credit
Agreement (assuming for this
purpose that the Total Revolving Credit Commitment (as defined in the Senior
Secured Credit Agreement) is $225,000,000 at all times (less any actual
reduction to the Total Revolving Loan Commitment effected after the SixthAmendmentEffective Date)).  Major Asset Sale shall mean an Asset Sale or Asset Sales (other than
the DNE Asset Sale) which would include dispositions attributable to any
internal liquidation of assets or lines of business of the Borrower and its
Subsidiaries  (on terms and conditions
consistent with the Senior Secured Credit Agreement as in effect on the Sixth
Amendment Effective Date and otherwise acceptable to the Senior Agent)
generating net cash proceeds to the Borrower of at least $175,000,000 (on an
after-tax basis).  Major Asset Sale Default Date shall mean January 2, 2003, or such
later date upon which the failure to complete the Major Asset Sale shall result
in a Default or Event of Default under the Senior Secured Credit Agreement.  Major Asset Sale Letter of Intent shall mean a fully executed letter
of intent or substantially similar documentation with a third party (having
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.  May Payment shall mean the payment of the interest required to be
paid pursuant to Section 1.06 hereof on the May Payment Date.  May Payment Date shall mean May 31, 2002.  November Payment shall mean the payment of the interest required to
be paid pursuant to Section 1.06 hereof on the November Payment Date.  November Payment Date shall mean November 30, 2002.  Payment shall mean any of the February Payment, the May Payment, the
August Payment or the November Payment.  PIK Note shall mean each promissory note of the Borrower which is
issued in payment, in lieu of cash, of interest then accrued and  10 
   due on the Loans.  Pledge Agreement shall mean the pledge agreement, dated as of the
Sixth Amendment Effective Date, between Alpine and the Administrative Agent,
such pledge agreement to be in the form attached hereto as Exhibit  C.  Projected Liquidity Certificate shall mean each certificate delivered
to the holders of the Senior Indebtedness in connection with any Payment in
accordance with the Senior Secured Credit Agreement, which certificate shall
certify as to the Borrowers and its Subsidiaries projected Liquidity after
giving effect to such Payment as of the specific date through which Liquidity
is being calculated, provided, that to the extent required by the
lenders under the Senior Secured Credit Agreement, such certificate shall be in
the form attached to the Sixth Amendment and Waiver to the Senior Secured
Credit Agreement,  and not objected to
by Policano & Manzo, the Senior Agent, or the Steering Committee, as
applicable, under the Senior Secured Credit Agreement.  Senior Agent shall mean the administrative agent
under the Senior Secured Credit Agreement.  Sixth Amendment Effective Date shall mean November
30, 2001.  Steering Committee shall mean the Steering Committee
under the Senior Secured Credit Agreement.  (b)           Section 9.01 of the Credit Agreement
is hereby further amended by amending the definition of Interest Rate
contained therein by inserting the following new paragraph at the end thereof:  Notwithstanding the foregoing, the determination of the Interest Rate
shall be subject to the following additional provisions:  (a)           If the February
Payment (subject to clauses (h) and (i) of Section 1.06A hereof) is not paid in
cash on the February Payment Date, then the Interest Rate shall be increased by
4.00% to LIBOR plus 9.00% (or, if LIBOR is unavailable, Alternate Base
Rate plus 8.00%); provided, however, that if the February
Payment is paid in cash on or prior to the Extended Payment Date with the
proceeds from the DNE Asset Sale or through a Junior Capital Issuance,  11 
   then the Interest Rate will be reduced, from and after the Extended
Payment Date, to LIBOR plus 5.00% (or, if LIBOR is unavailable,
Alternate Base Rate plus 4.00%).  (b)           If the August
Payment (subject to clauses (h) and (i) of Section 1.06A hereof) is not paid in
cash on the August Payment Date, then the Interest Rate for all periods from
and after the August Payment Date shall be increased by an additional 2.00%, provided,
that if the August Payment is made in cash within forty-five (45) days after
the August Payment Date, then from and after the date the August Payment is
made in cash, such increased Interest Rate shall be reduced by 1.00% per annum.  (c)           If the November
Payment (subject to clauses (h) and (i) of Section 1.06A hereof) is not paid in
cash on the November Payment Date, then the Interest Rate for all periods from
and after the November Payment Date shall be increased by (i) an additional
1.00% if the Interest Rate was increased pursuant to clause (b) above, or (ii)
an additional 2.00% if the Interest Rate was not increased pursuant to clause
(b) above,provided, that if the November Payment is made in cash by
January 2, 2003, then from and after the date the November Payment is made in
cash, such increased Interest Rate shall be reduced by 1.00% per annum.  (c)           Section
9.01 of the Credit Agreement is hereby further amended by amending the
definition of Loans by adding the following clause at the end of the first
sentence of such definition: and from and after the Sixth Amendment Effective
Date, the term Loans shall also include any PIK Notes, and for the avoidance
of doubt, any capitalized interest and fees in respect of the Loans.  SECTION
TWO- INTEREST GUARANTY.  In connection with this Amendment, Alpine shall
provide the Interest Guaranty to the Agents and the Lenders, such Interest
Guaranty to be on terms and conditions reasonably acceptable to the
Agents.  The obligations of Alpine under
the Interest Guaranty shall be secured by providing to the Administrative
Agent, for the benefit of the Agents and the Lenders, a perfected (by control)
first priority security interest in the Guaranty Collateral, pursuant to the
terms of the Pledge Agreement and the Control Agreement.  12 
   SECTION THREE- CONDITIONS TO
EFFECTIVENESS.  This Amendment shall
become effective only upon the satisfaction of the following conditions:  (a)           this Amendment shall have been
executed and delivered by the Borrower, the Parent, each Guarantor and the
Required Lenders;  (b)           the Interest Guaranty, the Pledge
Agreement and the Control Agreement shall have been executed and delivered by
Alpine and the other parties thereto and Fleet National Bank shall have
received the Guaranty Collateral to be held for the benefit of the Agents and
the Lenders;  (c)           the
Agents shall have received copies of the Amendment Number Six and Waiver to the
Senior Secured Credit Agreement in the form of Exhibit  D attached
hereto (the Senior Amendment) and the side letter among the Steering Committee
under the Senior Secured Credit Agreement and the Borrower relating to the DNE
Asset Sale in the form of Exhibit  E attached hereto (the Side
Letter), each duly executed and delivered by the respective parties thereto
and each of which shall be in full force and effect.  (d)           The Borrower shall have executed and
delivered a side letter to the Agents undertaking to use best efforts to effect
the DNE Asset Sale and, upon satisfaction of the conditions to making any
Payment, will deliver a Projected Liquidity Certificate relating thereto to the
Agents.  (e)           The Administrative Agent shall have
received, for the pro  rata accounts of the Lenders, payment in
cash of the interest amount due on November 30, 2001 (the Current Payment)
from the Borrower.  (f)            The Borrower shall have issued PIK
Notes to the Lenders in an aggregate amount equal to the interest on the
Current Payment from November 30, 2001 through the date the Current Payment is
made, calculated at a rate of LIBOR plus 7.00% per annum and the Amendment Fee
(as hereinafter defined).  (g)           The Agents shall have received from
each of the Borrower, the Parent, each Guarantor and Alpine, copies, certified
by a duly authorized officer of such Person to be true and complete, of the
records of all corporate action taken by such Person to authorize (i) such
Persons execution and delivery of this Amendment and any other documents
executed in connection therewith, and (ii) such Persons performance of all of
its agreements and obligations under this Amendment.  Such certified copies shall be in form and substance reasonably
satisfactory to the Agents.  13 
   (h)           The Borrower shall have paid all
reasonable unpaid fees and expenses of Bingham Dana LLP to the extent that
copies of invoices have been presented to the Borrower.  (i)            The Borrower shall have terminated
its existing LIBOR Interest Period(s) and elected (with the Lenders agreement)
a twelve-month LIBOR Interest Period to apply 
to the entire outstanding principal amount of the Loans, commencing on
or prior to the date hereof as the parties may agree.  The Borrower shall have paid the Lenders all compensation
provided for in Section 1.08 of the Credit Agreement with respect to the
termination of its existing LIBOR Interest Periods.  SECTION
FOUR- AMENDMENT FEE.  The Borrower shall have
issued PIK Notes to the Lenders on the date hereof to pay an amendment fee
equal to 1.50% of the Total Commitment (the Amendment Fee).  The Amendment Fee shall be fully earned on
the Sixth Amendment Effective Date and nonrefundable when paid.  SECTION
FIVE- REPRESENTATIONS AND WARRANTIES.  Each of the Parent, Borrower and each Guarantor hereby
confirms, reaffirms and restates the representations and warranties made by it
in Section 4 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 5 and 6 of
the Credit Agreement or otherwise permitted by consents or waivers.  Each Credit Party, as applicable, 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 No. Six and has taken all corporate actions necessary to
authorize the execution, delivery and performance of this Amendment No. Six;  (b)  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  14 
   or enforceability against any Credit Party of this
Amendment No. Six;  (c)  This
Amendment No. Six 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  (d)  The
execution, delivery and performance of this Amendment No. Six will not violate
(i) any provision of law applicable 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
SIX- RATIFICATION, ETC.  Each
Credit Party hereby adopts again, ratifies and confirms in all respects, as its
own act and deed, each of the Credit Agreement and the other Credit Documents
to which such Credit Party is a party; the Borrower and each Guarantor hereby
adopts again, ratifies and confirms in all respects, as its own act and deed,
each of the instruments or documents delivered in connection with the Credit
Agreement or any of the Credit Documents and purported to be executed by it and
acknowledges that all of the foregoing Credit Documents and other instruments,
documents, filings and recordings shall continue in full force and effect.  To the extent that it has not already done
so, each Credit Party hereby waives all suretyship defenses of whatsoever
nature, whether arising out of any Agents or any Lenders dealings with any
Credit Party, as the case may be, in respect of the Credit Agreement, any other
Credit Document or otherwise.  By its
signature below, each Credit Party hereby consents to this Amendment, and after
taking into account this Amendment, acknowledges that this Amendment shall not
alter, release, discharge or otherwise affect any of its obligations under any
Credit Document.  15 
   SECTION
SEVEN- RELEASE.  In
order to induce the Agents and the Lenders to enter into this Amendment, each
Credit Party acknowledges and agrees that as of December 27, 2001: (a) no
Credit Party has any claim or cause of action against any Agent or any Lender
(or any of its respective directors, officers, employees or agents) arising
under the Credit Agreement, any other Credit Document or otherwise in
connection therewith; (b) no Credit Party has any offset right, counterclaim or
defense of any kind against any of its respective obligations, indebtedness or
liabilities to any Agent or any Lender arising under or in connection with this
Amendment, the Credit Agreement or any other Credit Document, or otherwise
relating in any manner to the transactions contemplated thereby; and (c) each
of the Agents and the Lenders has heretofore properly performed and satisfied
in a timely manner all of its obligations to each Credit Party arising under or
in connection with this Amendment, the Credit Agreement, each other Credit
Document, and otherwise relating in any manner to the transactions contemplated
thereby.  Each Credit Partywishes
to eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters wouldimpair or otherwise adversely affect any
of the Agents and the Lenders rights, interests, contracts, collateral
security or remedies.  Therefore, each
Credit Party unconditionally releases, waives and forever discharges (i) any
and all liabilities, obligations, duties, promises or indebtedness of any kind
of any Agent or any Lender to such Credit Party arising under or in connection
with this Amendment, the Credit Agreement or any other Credit Document, or
otherwise relating in any manner to the transactions contemplated thereby,
except the obligations to be performed by any Agent or Lender on or after the
date hereof as expressly stated in this Amendment, the Credit Agreement and the
other Credit Documents, and (ii) all claims, offsets, causes of action, suits
or defenses of any kind whatsoever (if any), whether arising at law or in
equity, whether known or unknown, which any Credit Party might otherwise have
against any Agent, any Lender or any of its directors, officers, employees or
agent, in either case (i) or (ii), on account of any past or presently existing
condition, act, omission, event, contract, liability, obligation, indebtedness,
claim, cause of action, defense, circumstance or matter of any kind arising
under or in connection with this Amendment, the Credit Agreement or any other
Credit Document, or otherwise relating in any manner to the transactions
contemplated thereby.  SECTIONEIGHT- EFFECT OF AMENDMENT.  Except
as expressly set forth herein, this Amendment does not constitute an amendment
or waiver of any term or condition of the Credit Agreement or any other Credit
Document, and all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all respects.  Nothing contained in this Amendment shall be
construed to imply a willingness on the part of the Lenders to  16 
   grant any similar or
other future waivers of any of the terms and conditions of the Credit Agreement
or the other Credit Documents.  Nothing
contained herein shall in any way prejudice, impair or otherwise adversely
affect any rights or remedies of the Agents and the Lenders under the Credit
Agreement, as amended, or any other Credit Document.  This Amendment shall constitute a Credit Document.  SECTIONNINE- COUNTERPARTS.  This Amendment No. Six 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.  SECTION
TEN- GOVERNING LAW.  THIS
AMENDMENT NO. SIX 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.  [Signature Pages Follow]  17 
   IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to executed and deliver this Amendment No. Six as of the date first
above written.  SUPERIOR
  TELECOMMUNICATIONS INC.(f/k/a Superior/Essex Corp.), as BorrowerBy:Name: 
  Stewart WahrsagerTitle: 
  SecretarySUPERIOR
  TELECOM INC.,
  as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Senior Vice PresidentDNE
  SYSTEMS, INC.,
  as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Assistant SecretaryDNE
  MANUFACTURING & SERVICE
  COMPANY, as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Assistant Secretary  18 
   DNE
  TECHNOLOGIES INC.,
  as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Assistant SecretaryTEXAS
  SUT INC., as
  GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX
  GROUP MEXICO INC.,
  as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX
  MEXICO HOLDINGS, L.L.C.,as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX
  SERVICES, INC.,
  as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Secretary  19 
   ESSEX
  TECHNOLOGY, INC.,as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX WIRE CORPORATION, as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX
  GROUP, INC., as
  GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryESSEX
  INTERNATIONAL, INC.,as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryACTIVE INDUSTRIES, INC.,as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  Secretary  20 
   DIAMOND
  WIRE & CABLE CO., as GuarantorBy:Name: 
  Stewart WahrsagerTitle: 
  SecretaryBANKERS
  TRUST COMPANY,
  as Administrative Agent and as LenderBy:Name:Title:FLEET
  CORPORATE FINANCE, INC., as Syndication Agent and as LenderBy:Name:Title:  21