Exhibit
10(oo)  AMENDMENT NUMBER SEVEN, dated as of March 28,
2002 (this Amendment), to the Amended and Restated Credit Agreement
dated as of November 27, 1998, as previously amended, modified and
supplemented and as last amended by Amendment No. 6 and Waiver (Amendment
No. 6), dated as of November 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 certain Sections 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
affected 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 March 28, 2002 (the Amendment
No. 7 Effective Date). 1.1.          Amendments to Section 1 (Amount and
Terms of Credit) of the Credit Agreement. Section
1.03(a) shall be amended by adding the following after the last sentence
thereof: Each written notice shall contain a representation by
the Borrowers to the Administrative Agent on behalf of the Lenders that the
Borrowers will not have outstanding cash balances (excluding (i) uncollected
funds held in lock-box accounts and (ii) outstanding checks) in excess of $8.0
million either at the time of the requested Borrowing or after giving effect to
the application of the proceeds of such Borrowing. 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
  
  AmountJune 28, 2002
  
  $2,851,282.86July 31, 2002
  
  3,207,583.11August 30, 2002
  
  880,841.17September 30,
  2002
  
  7,672,566.98October 31, 2002
  
  1,069,341.18November 29,
  2002
  
  4,508,145.09   2 
    Tranche A
  Term Loan Scheduled Repayment Date
  
  AmountDecember 31,
  2002
  
  8,167,599.72January 31, 2003
  
  8,553,394.43Quarterly
  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, 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): 3 
   Tranche B Term Loan
  Scheduled Repayment Date
  
  AmountJune 28, 2002
  
  $3,622,692.73July 31, 2002
  
  4,075,389.43August 30, 2002
  
  1,119,151.29September 30,
  2002
  
  9,748,367.33October 31, 2002
  
  1,358,649.67November 29,
  2002
  
  5,727,816.31December 31,
  2002
  
  10,377,330.35January 31, 2003
  
  10,867,501.19Quarterly
  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
  
  34,241,912.87  All Tranche B Term Loans will be repaid on the Tranche
B Term Loan Maturity Date. (c)           Notwithstanding anything in this
Section 1.2 to the contrary, the parties hereto hereby agree that in no event
will the Borrowers be required to make all or any portion of  any Tranche A Term Loan Scheduled Repayment
or any Tranche B Term Loan Scheduled Repayment (collectively, the Scheduled
Repayments and individually, a Scheduled Repayment) during the
period from June 1, 2002 through January 31, 2003 on a date which is prior to
the date such Scheduled Repayment or portion thereof would otherwise have
become due based on the Scheduled Repayments in effect prior to the Amendment
No. 7 Effective Date.  4 
   1.3.          Amendments
to Section 7 (Affirmative Covenants) of the Credit Agreement.  (a)           The
following new sections shall be added to Section 7 to immediately follow
Section 7.17 (which was previously added pursuant to Amendment No. 6)
consisting of the following:  Section
7.18.  Brownwood Capitalized Lease
Agreement.  The Borrowers and the
Parent hereby agree and covenant that the Borrowers and the Parent will, not
later than January 7, 2003, deliver to the Administrative Agent on behalf of
the Lenders an amendment or waiver to the Lease Agreement between the Borrowers
and their affiliates and ALP (TX) QRS 11-28, Inc. such that no default or event
of default shall exist under such agreement, such amendment or waiver to extend
for a period of not less than one year or for such other period that is
satisfactory to the Steering Committee of the Lenders. Section
7.19.  Receivables Financing
Agreement. The Borrowers and the Parent hereby agree and covenant that the
Borrowers and the Parent will, no later than four weeks prior to any expiration
of the Receivables Financing Agreement (or any refinancing or replacement
thereof), (i) deliver an extension of date of the expiration date of such Receivables
Financing Agreement (or any refinancing or replacement thereof) or (ii) deliver
a commitment letter in respect of the refinancing or replacement thereof (provided
that such commitment letter contains only customary terms, conditions and contingencies
as are acceptable to the Steering Committee of the Lenders). Section
7.20.  Side Letter Relating to
Certain Accounts.  The Borrowers and
the Parent hereby agree and covenant that the Borrowers and the Parent will
comply with the terms of the Side Letter Agreement Relating to Certain Accounts
dated as of January 31, 2002 delivered to the Administrative Agent on behalf of
the Steering Committee of the Lenders. Section
7.21.  Excess Liquidity Sweep.
The Borrowers and the Parent hereby agree and covenant that in the event that: 5 
   (a)           the
Borrowers have delivered to the Administrative Agent (on behalf of the Lenders)
and Policano & Manzo the Major Asset Sale Letter of Intent (provided
that the Major Asset Sale Letter of Intent is then in effect); or (b)           the
Borrowers have delivered 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); or (c)           the
Borrowers have consummated the Major Asset Sale; the Borrowers will (after making any mandatory prepayments
required pursuant to Section 4.02(i) of this Agreement) immediately make
Tranche A Term Loan Scheduled Repayments and Tranche B Term Loan Scheduled
Repayments according to the schedule set forth in Section 4.02(b) and (c) of
this Agreement as in effect prior to March 28, 2002 (beginning, first, with the
Tranche A Term Loan Scheduled Repayment and the Tranche B Term Loan Scheduled Repayment
previously scheduled to be made on the Quarterly Payment Date in March 2002,
continuing with the Tranche A Term Loan Scheduled Repayment and the Tranche B
Term Loan Scheduled Repayment previously scheduled to be made on the Quarterly
Payment Date in June 2002 and continuing with the Tranche A Term Loan Scheduled
Repayment and the Tranche B Term Loan Scheduled Repayment previously scheduled
to be made on the Quarterly Payment Date in September 2002) up to the amount by
which Liquidity, at any time, exceeds $39.0 million and, thereafter, make all
payments in accordance with this Agreement. In
addition, if, at any time, (i) the Borrowers Liquidity exceeds $59.0
million and (ii) no Default or Event of Default has occurred and is
continuing, and the Borrowers are in compliance with the covenants contained in
Section 7 (of this Agreement (as currently in effect) and Section 8 of this
Agreement (as in effect prior to March 28, 2002) and the Floating Rate
Facility; the Borrowers will immediately make Tranche A Term Loan Scheduled Repayments
and 6 
   Tranche B Term Loan Scheduled Repayments according to
the schedule set forth in Section 4.02(b) and (c) of this Agreement as in
effect prior to March 28, 2002 (beginning, first, with the Tranche A Term Loan
Scheduled Repayment and the Tranche B Term Loan Scheduled Repayment previously
scheduled to be made on the Quarterly Payment Date in March 2002, continuing
with the Tranche A Term Loan Scheduled Repayment and the Tranche B Term Loan
Scheduled Repayment previously scheduled to be made on the Quarterly Payment
Date in June 2002 and continuing with the Tranche A Term Loan Scheduled
Repayment and the Tranche B Term Loan Scheduled Repayment previously scheduled
to be made on the Quarterly Payment Date in September 2002) up to the amount by
which Liquidity, at any time, exceeds $59.0 million on the applicable date and,
thereafter, make all payments in accordance with this Agreement. If,
on any Tranche A Term Loan Scheduled Repayment Date or any Tranche B Term Loan
Scheduled Repayment Date in 2002, Liquidity is projected (Pro Forma
Projected Liquidity) to be below $39.0 million as a result of the Tranche
A Term Loan Scheduled Repayment and Tranche B Term Loan Scheduled Repayment to
be made on such date, the Tranche A Term Loan Scheduled Repayment and Tranche B
Term Loan Scheduled Repayment to be made on such date shall be reduced (such
reduction to be applied to the Tranche A Term Loan Scheduled Repayments and the
Tranche B Term Loan Scheduled Repayments pro rata in accordance with the
amounts of Tranche A Term Loans and Tranche B Term Loans originally scheduled
to be repaid on such date) by the lesser of (x) the amount of Tranche A Term
Loan Scheduled Repayments and Tranche B Term Loan Scheduled Repayments previously
made pursuant to the immediately preceding paragraph (and not previously applied
pursuant to this paragraph to reduce Tranche A Term Loan Scheduled Repayments
or Tranche B Term Loan Scheduled Repayments) and (y) the difference between (1)
$39.0 million and (2) the Pro Forma Projected Liquidity for such date.  Any such portions of Tranche A Term Loan
Scheduled Repayments and Tranche B Term Loan Scheduled Repayments not required
to be paid 7 
   pursuant to this paragraph will be due and payable on
January 31, 2003. (b)           Notwithstanding
anything in this Section 1.3 to the contrary, the parties hereto hereby agree
that in no event will the Borrowers be required to make all or any portion of
any Scheduled Repayment during the period from June 1, 2002 through January 31,
2003 on a date which is prior to the date such Scheduled Repayment or portion
thereof would otherwise have become due based on the Scheduled Repayments in
effect prior to the Amendment No. 7 Effective Date.  1.4.          Amendments to Section 8 (Negative
Covenants) of the Credit Agreement. (a)           Section
8.08(a) shall be amended by deleting the last paragraph at the end of such
subsection (which was added to such subsection pursuant to Amendment No. 6 and
Waiver dated as of November 30, 2001) in its entirety.  (b)           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
  EBITDA03/31/2002
  
  N/A06/30/2002
  
  N/A09/30/2002
  
  N/A12/31/2002
  
  N/A01/31/2003*
  
  230.003/31/2003
  
  365.006/30/2003
  
  370.009/30/2003
  
  375.012/31/2003 and
  the last day of each Fiscal Quarter thereafter
  
  380.0   8 
    *Consolidated EBITDA for the Test Period
twelve months ending January 31, 2003 shall be tested on February 5,
2003. (c)           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 Ratio03/31/2002*
  
  0.90x
  
  1.10x06/30/2002
  
  N/A
  
  N/A09/30/2002
  
  N/A
  
  N/A12/31/2002
  
  N/A
  
  N/A03/31/2003
  
  N/A
  
  3.25x06/30/2003
  
  N/A
  
  3.25x09/30/2003
  
  N/A
  
  3.50x12/31/2003 and
  the last day of each Fiscal Quarter thereafter
  
  N/A
  
  3.50x  *For the purposes of testing the Fixed
Charge Coverage Ratio and the Interest Coverage Ratio at 3/31/2002, the Test
Period shall include only the fiscal quarter ended March 31, 2002.  (d)           Section 8.11 shall be amended by
deleting the paragraph which immediately follows the table in that section in
its entirety. 9 
   (e)           Section
8.11A shall be amended by deleting the text thereof in its entirety and
replacing it with 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 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
  
  1.40x
  
  1.40x
  
  1.80xFixed Charge Coverage
  Ratio
  
  1.15x
  
  1.10x
  
  1.40x  (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
  
  1.65x
  
  1.90x
  
  1.75xFixed Charge Coverage
  Ratio
  
  1.30x
  
  1.45x
  
  1.35x  First Two
  Month TestFiscal Quarter:
  
  Q2 02
  
  Q3 02
  
  Q4 02Interest Coverage Ratio
  
  1.65x
  
  1.75x
  
  1.90xFixed Charge Coverage
  Ratio
  
  1.30x
  
  1.40x
  
  1.50x  (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 10 
   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): Third Month TestFiscal Quarter:
  
  Q2 02
  
  Q3 02
  
  Q4 02Interest Coverage Ratio
  
  1.75x
  
  1.80x
  
  1.45xFixed Charge Coverage Ratio
  
  1.35x
  
  1.45x
  
  1.20x  Entire Fiscal Quarter TestFiscal Quarter:
  
  Q2 02
  
  Q3 02
  
  Q4 02Interest Coverage Ratio
  
  1.70x
  
  1.75x
  
  1.75xFixed Charge Coverage Ratio
  
  1.30x
  
  1.40x
  
  1.40x  (d)  The
Company will not, and will not permit any of its Subsidiaries to, make any
Capital Expenditures in excess of an aggregate of $5.0 million during the
fiscal quarter ending March 2002, an aggregate of $2.0 million for any calendar
month between April 2002 and January 2003, inclusive; provided, however
that the Company may carry forward all or any portion of unutilized Capital
Expenditures from a prior month or months in any calendar month in 2002. 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
I hereto shall be excluded.  Further,
calculation of Consolidated EBITDA for the pur- 11 
   poses of the covenants contained in Section 8.10 and
this Section 8.11A 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. 7. 1.5.          Amendments
to Section 12 (Miscellaneous) of the Credit Agreement.  Section
12.01 shall be amended by adding the phrase , Simpson Thacher & Bartlett
immediately following the phrase Cahill Gordon & Reindel in clause (i) of
such Section. SECTION TWO-CONDITIONS TO EFFECTIVENESS (a)           This Amendment shall become effective
as of the Amendment No. 7 Effective Date when, and only when, the Administrative
Agent shall have received: (i)      counterparts of this Amendment executed by each Borrower, the
Required Lenders and the Required Lenders of each Tranche of Term Loans, and as
to any of the Lenders, advice satisfactory to the Administrative Agent that
such Lender has executed this Amendment, and the Administrative Agent shall
have delivered the same to the Borrowers (ii)      payment of the First Amendment Fee by the
Borrowers; (iii)      payment in full of all out-of-pocket costs and expenses
(including, without limitation, the reasonable fees and disbursements of Cahill
Gordon & Reindel, Simpson Thacher & Bartlett, local counsel and
Policano & Manzo) pursuant to the Credit Agreement (which costs and expenses
shall be paid by wire transfer of immediately available funds and distributed
by the Administrative Agent to the parties entitled thereto); (iv)      an
Officers Certificate from the Borrowers certifying that no Default or Event of
Default has occurred or is continuing (after giving effect to this Amendment)
and, in the view of the Steering Committee of the Lenders, no material adverse
fact or circumstance or development has become known or been disclosed; and  12 
   (v)      documentation,
satisfactory to the Collateral Agent, evidencing that all action required to be
taken by the Borrowers to secure and perfect the liens in the Addition
Collateral required by Section 7.17 of the Credit Agreement shall have been
taken. (b)  The
effectiveness of this Amendment (other than Sections Four and Five) is further
conditioned upon the accuracy of the representations and warranties set forth
in Section Five hereof.  SECTION
THREE- REVOLVING LOANS  Subsection (a) of Section Four of Amendment No. 6 and
Waiver dated as of November 30, 2001 shall be amended to replace the phrase
11/20/02 through 12/31/02 under the heading Period with the phrase
On and after 11/20/02. SECTION
FOUR- 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 March 27, 2002 (each, a Qualifying Lender) will be
entitled to receive an amendment fee (the First Amendment Fee) of
0.50% of the total aggregate credit exposure (i.e., Loans plus undrawn
Revolving Loan Commitments) of such Lender on the Amendment No. 7 Effective
Date and payable on 12:00 p.m. (New York time) on March 28, 2002.  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 0.20% of the total aggregate credit exposure (i.e., Loans plus undrawn
Revolving Loan Commitments) of such Lender on the Amendment No. 7 Effective
Date and payable upon the earliest to occur of (a) the closing date of the DNE
Asset Sale, (b) the consummation of the Major Asset Sale, (c) the occurrence of
an Event of Default and the declaration that all Loans and Obligations are
forthwith due and payable and (d) the ter-  13 
   mination 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
FIVE- 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 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  14 
   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 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 - 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. 15 
   (d)           This
Amendment shall not constitute a consent or waiver to or modification of any
provision, term or condition of the Credit Agreement, other than such terms,
provisions, or conditions that are required to consummate the transactions contemplated
by this Amendment.  All terms,
provisions, covenants, representations, warranties, agreements and conditions
contained in the Credit Agreement, as amended hereby, shall remain in full
force and effect.  (e)           Each
of the Borrowers, the Parent and their respective Subsidiaries acknowledges and
consents to all of the terms and conditions of this Amendment and agrees that
this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge such obligations of the Borrowers, the Parent and their
respective Subsidiaries under the Credit Agreement or the other Credit
Documents.  Each of the Borrowers, the
Parent and their respective Subsidiaries further acknowledges and agrees that
such Borrowers, the Parent and their respective Subsidiaries each has no
claims, counterclaims, offsets, or defenses to the Credit Documents and the
performance of such obligations of the Borrowers, the Parent and their
respective Subsidiaries thereunder or if such Borrowers, the Parent and their
respective Subsidiaries did have any such claims, counterclaims, offsets or
defenses to the Credit Documents or any transaction related to the Credit
Documents, the same are hereby waived, relinquished and released in consideration
of the Lenders execution and delivery of this Amendment.  Each of the Borrowers, the Parent and their
respective Subsidiaries listed as a Guarantor on the signature pages hereof
acknowledges that it is a Guarantor under the Credit Agreement.   16 
   Schedule I   Non-Recurring Charges  (1)Any non-cash charges (pertaining to the
impairment of goodwill) incurred as a result of the application of FASB 142. (2)Up to $9.5 million of cash charges
incurred and all non-cash charges in connection with closure of the Rockford
and Elizabethtown facilities and the downsizing of certain U.K. facilities. (3)Any and all non-cash charges and cash
charges incurred of up to $20,000,000 to be incurred in connection with the
closure of additional facilities to be identified by the Company, if approved
by the Steering Committee on behalf of the Lenders.  17