AMENDMENT NO. 2 TO PLEDGE AGREEMENT
AMENDMENT NO. 2, dated as of January 27, 1997 ("Amendment No. 2"), made by
and between The Alpine Group, Inc., a Delaware corporation (the "Company"), and
Marine Midland Bank, a New York banking corporation and trust company (the
"Trustee"), to the Pledge Agreement, dated as of July 21, 1995, between the
Company and the Trustee, as amended by the Amendment ("Amendment No. 1") dated
as of October 2, 1996 (collectively, the "Pledge Agreement").
WHEREAS, the Company and the Trustee have heretofore entered into the
Indenture, pursuant to the provisions of which the Company has issued
$153,000,000 in aggregate principal amount of the Notes;
WHEREAS, the Company and the Trustee, simultaneously with the execution of
Amendment No. 1, entered into a Supplemental Indenture (the "Supplemental
Indenture");
WHEREAS, Section 901(d) of the Indenture provides that the Company and the
Trustee may amend the Pledge Agreement without the consent of any Holder of a
Note to, among other things, make any change that does not adversely affect the
legal rights under the Indenture or under the Pledge Agreement of any Holder of
the Notes;
WHEREAS, this Amendment No. 2 is intended to clarify the provisions of the
Pledge Agreement concerning the release by the Trustee of certain shares of 6%
Cumulative Redeemable Preferred Stock of Superior Telecommunications Inc.
("Superior Preferred Stock") held as Collateral, upon the delivery to the
Trustee by Alpine in substitution therefor of certain shares of common stock of
Superior TeleCom Inc. ("TeleCom Common Stock") to be held by the Trustee as
Collateral, all in connection with the exercise by the underwriters of an
over-allotment option to purchase additional shares of TeleCom Common Stock in
conjunction with the initial public offering of such stock, and the substitution
as Collateral thereafter of the number of shares of TeleCom Common Stock
required to return the Company's percentage ownership of such stock to 50.1%
following the exercise of such over-allotment option for shares of Superior
Preferred Stock, all as more fully described in the Offer to Purchase and
Consent Solicitation Statement, dated August 29, 1996, of the Company, as
amended;
WHEREAS, Section 2 of Amendment No. 1 expressly permits the substitution of
TeleCom Common Stock for Superior Preferred Stock through the release to the
Company by the Trustee of cash proceeds of the redemption of Superior Preferred
Stock for the purpose of the Company's purchase of the number of shares of
TeleCom Common Stock required to return the Company's percentage ownership of
such stock to 50.1% following the exercise of such over-allotment option;
WHEREAS, the provisions of this Amendment No. 2 will clarify that the
Company has the authority to substitute as Collateral shares of TeleCom Common
Stock for Superior Preferred Stock in order to effect the same result set forth
in Amendment No. 1, which, because it achieves the same result, does not
adversely affect the legal rights under the Indenture or under the Pledge
Agreement of any Holder of the Notes; and
WHEREAS, all conditions and requirements necessary to authorize the
execution and delivery of this Amendment No. 2 have been duly complied with or
done and performed by the Company, and all actions necessary to make this
Amendment No. 2 a valid, binding and legal instrument according to its terms
have been complied with or done and performed;
NOW, THEREFORE, THIS AMENDMENT NO. 2 WITNESSETH that, for and consideration
of the premises and of the mutual covenants herein contained and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company covenants and agrees with the Trustee as follows:
Section 1. The definitions set forth or incorporated by reference in the
Indenture and the Pledge Agreement shall be applicable to this Amendment No. 2
as fully and to the same extent and effect as if set forth herein, except as
otherwise expressly provided herein. As used in this Amendment, the term
"Indenture" shall mean the Indenture, dated as of July 15, 1995, among the
Company, the Subsidiary Guarantors named therein and the Trustee, with respect
to the Notes, as amended by the Supplemental Indenture, dated as of October 2,
1996.
Section 2. Alpine is hereby permitted to exchange with the Trustee, and the
Trustee is hereby authorized to exchange, in order to substitute as Collateral,
450,000 shares of common stock of Superior TeleCom Inc. for 8,055 shares of 6%
Cumulative Redeemable Preferred Stock of Superior Telecommunications Inc. held
by the Trustee as Collateral.
Section 3. Schedule I to the Pledge Agreement is deleted and replaced in
its entirety by Schedule I to this Amendment No. 2. The Collateral listed on
Schedule I to the Pledge Agreement that is not listed on Schedule I to this
Amendment No. 2 is and shall be released from the assignment and security
interest granted by the Pledge Agreement. The Trustee shall, at the Pledgor's
expense, execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably request to evidence such release. The Company hereby pledges to the
Trustee for its benefit and the ratable benefit of the Holders, and grants to
the Trustee for its benefit and the ratable benefit of the Holders, a continuing
first priority security interest in all of its right, title and interest in the
Capital Stock listed on Schedule I, as amended. The Collateral listed on
Schedule I to the Pledge Agreement that has not yet been delivered to the
Trustee is being so delivered simultaneously herewith.
Section 4. This Amendment No. 2 is an amendment to the Pledge Agreement
pursuant to Section 901 of the Indenture. Upon execution and delivery of this
Amendment No. 2, the terms and conditions of this Amendment No. 2 shall be part
of the terms and conditions of the Pledge Agreement for any and all purposes,
and all the terms and conditions of both shall be read together as though they
constitute one instrument, except that in case of conflict, the provisions of
this Amendment No. 2 will control.
Section 5. Except as they have been modified in this Amendment No. 2, each
and every term and provision of the Pledge Agreement shall continue in full
force and effect, and all references to the Agreement in the Pledge Agreement
shall hereafter be deemed to mean the Pledge Agreement as amended pursuant
hereto.
Section 6. This Amendment No. 2 may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original, but which counterparts shall together constitute but one and the
same instrument.
Section 7. This Amendment No. 2 shall be governed by and construed in
accordance with the law of the State of New York as applied to agreements among
New York residents entered into and to be performed entirely within New York.
Section 8. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Amendment No. 2 or for
or in respect of the recitals contained herein, all of which recitals are made
solely by the Company.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the date first written above.
THE ALPINE GROUP, INC.
By: /s/ BRAGI ▇. ▇▇▇▇▇
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Bragi ▇. ▇▇▇▇▇
EXECUTIVE VICE PRESIDENT
MARINE MIDLAND BANK,
as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
S-1
SCHEDULE I (AS OF JANUARY 27, 1997)
PLEDGED STOCK
PERCENTAGE
STOCK OF
CLASS OF PAR CERTIFICATE NUMBER OF OUTSTANDING
STOCK ISSUER STOCK VALUE NO(S) SHARES SHARES
-------------------------------- ------------ ----------------- --------------- ---------- ------------------
Adience, Inc.................... Common $1.00 per share No. 1 10 100%
Superior TeleCom Inc............ Common $.01 per share No. 1 6,024,048 46.6%
Superior TeleCom Inc............ Common $.01 per share No. ST-0172 450,000 3.5
Superior Telecommunications 6% $1.00 per share No. B-2 11,945 59.7%
Inc........................... Cumulative
Redeemable
Preferred