Exhibit 5
FIRST AMENDMENT TO ALPINE PLEDGE AGREEMENT
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FIRST AMENDMENT (this "Amendment"), dated as of June 11, 1997, among
THE ALPINE GROUP, INC., a Delaware corporation (the "Pledgor"), and BANKERS
TRUST COMPANY, as Collateral Agent (in such capacity, the "Collateral Agent").
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings provided such terms in the Alpine Pledge Agreement
referred to below.
W I T N E S S E T H :
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WHEREAS, Refraco, Inc. (the "Borrower"), the lenders from time to time
party thereto (the "Banks") and Bankers Trust Company, as administrative agent,
have entered into a Term Loan Agreement, dated as of April 15, 1997, providing
for the making of loans as contemplated therein (as amended, modified or
supplemented through the date hereof, the "Term Loan Agreement");
WHEREAS, in connection with the initial execution of the Term Loan
Agreement, the Pledgor entered into the Alpine Pledge Agreement, dated as of
April 15, 1997 (as amended, modified or supplemented through the date hereof,
the "Alpine Pledge Agreement"); and
WHEREAS, the parties hereto wish to amend the Alpine Pledge Agreement
as provided herein;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO ALPINE PLEDGE AGREEMENT
1. Section 2 of the Alpine Pledge Agreement is hereby amended by
deleting clause (x) thereof and inserting the following new clause (x) in lieu
thereof:
"(x) all of the shares of capital stock of Superior Telecom Inc.
("Superior") owned by the Pledgor and from time to time on deposit with the
Pledgee pursuant to this Agreement (it is understood that shares of capital
stock of Superior shall be released by and/or deposited with the Pledgee
from time to time pursuant to Section 12(d) of the Alpine Guaranty) and".
2. Section 18 of the Pledge Agreement is hereby amended by deleting
clause (c) thereof in its entirety and inserting the following new clauses (c)
and (d) in lieu thereof:
"(c) The Pledgee may release such of the Collateral as provided in
Section 12(d) of the Alpine Guaranty.
(d) At any time that the Pledgor desires that Collateral be released
as provided in the foregoing Section 18(a), (b) or (c), it shall deliver to
the Pledgee a certificate signed by an Authorized Officer of the Pledgor
stating that the release of the respective Collateral is permitted pursuant
to Section 18 (a), (b) or (c)."
II. MISCELLANEOUS PROVISIONS.
1. The Pledgor hereby reaffirms its obligations under the Alpine
Pledge Agreement and the grant of security interests contemplated thereby.
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provisions of the Alpine Pledge
Agreement.
3. This Amendment 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 Pledgor and the Collateral Agent.
4. THIS AMENDMENT 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.
5. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Pledgor and the Collateral Agent shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Collateral Agent.
6. From and after the First Amendment Effective Date, all references
in the Alpine Pledge Agreement and in the other Credit Documents to the Alpine
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Pledge Agreement shall be deemed references to the Alpine Pledge Agreement as
amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
THE ALPINE GROUP, INC.
By /s/ Bragi X. Xxxxx
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Title: Executive Vice President
BANKERS TRUST COMPANY,
as Collateral Agent
By /s/ Xxxx X. Xxxxxxxx
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Title: Vice President
