EXHIBIT 10(vv)
FIRST AMENDMENT AND WAIVER
FIRST AMENDMENT AND WAIVER (this "Waiver"), dated as of November 1,
2000, among THE ALPINE GROUP, INC. (the "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Lenders"), FLEET NATIONAL BANK
(formerly known as Fleet Bank, N.A.), as Syndication Agent (in such capacity,
the "Syndication Agent"), BANK OF AMERICA, N.A., as Documentation Agent (in such
capacity, the "Documentation Agent"), and BANKERS TRUST COMPANY ("BTCo"), as
Administrative Agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders, the Documentation Agent, the
Syndication Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of November 23, 1999 (the "Credit Agreement");
WHEREAS, subject to the terms and conditions of this Waiver, the
parties hereto wish to modify the Credit Agreement as follows;
NOW, THEREFORE, it is agreed:
1. The Lenders hereby waive, but only during the Waiver Period (as
defined below), any Default or Event of Default that has arisen (or may arise)
solely as a result of the Borrower failing to comply with the provisions of
Sections 4.02(c), 8.01(j) and 9.07 of the Credit Agreement during the period
from October 15, 2000 to November 10, 2000 (such period, the "Waiver Period"),
provided, however, (x) the waivers set forth in this Section 1 shall cease on
November 13, 2000 at which time any such Default and Event of Default shall be
reinstated and (y) during the Waiver Period no Credit Event shall be permitted
to occur and, except as otherwise provided in Section 9.06(d) of the Credit
Agreement (after giving effect to this Waiver) or in connection with the
exercise by the Collateral Agent and/or the Required Lenders of their remedies
pursuant to the Pledge Agreements, no Collateral shall be released from the Lien
of the respective Pledge Agreements or shall otherwise be disposed of by the
Borrower.
2. Section 9.06 of the Credit Agreement is hereby amended by (i)
deleting the word "or" appearing at the end of clause (b) thereof, (ii) deleting
the period appearing at the end of clause (c) thereof and (iii) inserting the
following new clause (d) immediately following clause (c) thereof:
"(d) Sell or agree to sell any Shares during the Waiver Period (as
defined in the First Amendment and Waiver to this Agreement, dated as of
November 1, 2000, among the Borrower and the Lenders), provided that during the
Waiver Period the Borrower shall be permitted to sell ▇▇▇▇▇▇▇ Shares so long as
(i) no Default or Event of Default (after giving effect the provisions of such
First Amendment and Waiver) then exists or would result therefrom, (ii)
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the per share consideration therefor is at least 170 ▇▇▇▇▇ and (iii) 100% of the
proceeds therefrom (less (x) any sales commissions and/or brokerage fees
actually paid in connection with any such sale and (y) the estimated amount (as
determined in good faith by the Borrower) of all foreign, federal, state and
local taxes payable in cash as direct consequence of such sale) are applied on
the date of such sale to repay outstanding Revolving Loans (and to reduce the
Total Commitment in a like amount)."
2. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Section 7 of the Credit Agreement are true and
correct in all material respects on and as of the date hereof, after giving
effect to this Waiver (except with respect to any representations and warranties
limited by their terms to a specific date hereof, which shall be true and
correct in all material respects as of such date) and (ii) there exists no
Default or Event of Default on and as of the date hereof, after giving effect to
this Waiver.
3. This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or other Credit Document.
4. This Waiver may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
5. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
6. This Waiver shall become effective on the date (the "Waiver
Effective Date") when the Borrower and Supermajority Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile) the same to the Administrative Agent
at the Notice Office.
7. From and after the Waiver Effective Date, all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Waiver as of the date first
above written.
THE ALPINE GROUP, INC.
By:
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Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By:
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Name:
Title:
FLEET NATIONAL BANK, Individually and as
Syndication Agent
By:
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Name:
Title:
BANK OF AMERICA, N.A.,
Individually and as Documentation Agent
By:
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Name:
Title:
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By:
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Name:
Title: