EXHIBIT 10.2
Superior TeleCom Inc.
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October 8, 1996
The Alpine Group Inc.
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Gentlemen:
This letter will set forth the agreement between Superior TeleCom Inc.
(the "Company") and The Alpine Group, Inc. ("Alpine") with respect to the shares
of 6% Cumulative Preferred Stock of Superior Telecommunications Inc. ("Superior
Preferred Stock") owned by Alpine and shares of Common Stock of the Company
("Common Stock"). The parties acknowledge that the Company intends to offer
shares of Common Stock pursuant to a certain Underwriting Agreement to be
entered into among the Company and the underwriters named therein (the
"Underwriters") and as described in the Company's registration statement
relating thereto (the "Registration Statement").
In connection with the Reorganization, including the contribution by
Alpine of the stock of Superior and DNE (each as defined in the Registration
Statement), if the over-allotment option granted to the Underwriters by the
Company is exercised, Alpine shall restore its ownership of the outstanding
Common Stock to 50.1% by contributing to the capital of the Company a portion of
the shares of Superior Preferred Stock owned by it in exchange for shares of
Common Stock. The amount of Superior Preferred Stock to be contributed by Alpine
shall be that number of shares having an aggregate liquidation value equal to
the aggregate price paid by the Company (including brokers' commissions) for the
shares of Common Stock to be transferred to Alpine. The Company shall acquire
such shares of Common Stock through open market purchases or otherwise using
only net proceeds of the exercise of the over-allotment option.
Please execute this letter below to express your agreement to the
foregoing.
Very truly yours,
SUPERIOR TELECOM INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chief Financial Officer
AGREED TO:
THE ALPINE GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Executive Vice President