THE ALPINE GROUP, INC.,
ISSUER,
SUPERIOR TELECOMMUNICATIONS INC.,
ADIENCE, INC., AND SUPERIOR CABLE CORPORATION,
SUBSIDIARY GUARANTORS
AND
MARINE MIDLAND BANK,
TRUSTEE
------------------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 31, 1997
------------------------
SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF JULY 15, 1995
WITH RESPECT TO $153,000,000
12 1/4% SENIOR SECURED NOTES DUE 2003
AND
12 1/4% SERIES B SENIOR SECURED NOTES DUE 2003
AS AMENDED BY THE
SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 2, 1996
SECOND SUPPLEMENTAL INDENTURE, dated as of January 31, 1997 (this "Second
Supplemental Indenture"), made by and among The Alpine Group, Inc., a Delaware
corporation (the "Company"), Superior Telecommunications Inc., a Georgia
corporation, Adience, Inc., a Delaware corporation, Superior Cable Corporation,
an Ontario corporation, and Marine Midland Bank, a New York banking corporation
and trust company (the "Trustee"), to the Indenture (as such term is hereinafter
defined).
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore entered into the Original Indenture (as such term is hereinafter
defined), pursuant to the provisions of which the Company has heretofore issued
$153,000,000 in aggregate principal amount of the Notes;
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore entered into a supplemental indenture, dated as of October 2, 1996,
to the Original Indenture (the Original Indenture, as amended by the
supplemental indenture dated as of October 2, 1996, the "Indenture").
WHEREAS, the Company desires to supplement and amend the Indenture in
accordance with its terms;
WHEREAS, Section 902 of the Indenture provides that the Company and the
Trustee may amend the Indenture with the written consent of the Holders of at
least a majority of the aggregate principal amount of the outstanding Notes;
WHEREAS, Holders of at least a majority of the aggregate principal amount of
the outstanding Notes have provided such written consent to the Trustee; and
WHEREAS, all conditions and requirements necessary to authorize the
execution and delivery of this Second Supplemental Indenture have been duly
complied with or done and performed by the Company, and all actions necessary to
make this Second Supplemental Indenture and the Indenture, as supplemented by
this Second Supplemental Indenture, valid, binding and legal instruments
according to their terms (and, with respect to this Second Supplemental
Indenture, in accordance with the terms of the Indenture) have been complied
with or done and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, for and in
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 and the Subsidiary Guarantors covenant and
agree with the Trustee, for the benefit of all present and future Holders of the
Notes, as follows:
Section 1. The definitions set forth or incorporated by reference in the
Indenture shall be applicable to this Second Supplemental Indenture as fully and
to the same extent and effect as if set forth herein, except as otherwise
expressly provided herein. As used in this Second Supplemental Indenture, the
term "Original Indenture" shall mean the Indenture, dated as of July 15, 1995,
among the Company, the Subsidiary Guarantors and the Trustee, with respect to
the Notes. As used in this Second Supplemental Indenture, the term "Amended
Indenture" shall mean the Original Indenture, as amended by the supplemental
indenture dated as of October 2, 1996.
Section 2. Each of Subsections (iii), (v), (vi) and (vii) of Section 501 of
the Indenture is hereby deleted and replaced with "[Deleted]".
Section 3. In each of Subsection (iv) of Section 501, Section 502 and
Subsection (b) of Section 507 of the Indenture, "25%" shall be deleted and
replaced with "51%" in each instance where such percentage appears.
Section 4. Each of Subsections (iii) and (iv) of Section 801 of the
Indenture is hereby deleted and replaced with "[Deleted]".
Section 5. Each of Sections 1004, 1005, 1006, 1007, 1008, 1009, 1010, 1011,
1012, 1013, 1014, 1015, 1016, 1017, 1018, and 1019 of the Indenture is hereby
deleted and replaced with "[Deleted]".
Section 6. Article Thirteen (Section 1301 ET SEQ.) of the Indenture is
hereby deleted and replaced with "[Deleted]". Accordingly, each Subsidiary
Guarantee is hereby terminated and of no further force and effect and each
Guarantee Agreement is hereby terminated and of no further force and effect.
Section 7. Article Fourteen (Section 1401 ET SEQ.) of the Indenture is
hereby deleted and replaced with "[Deleted]". Accordingly, the Pledge Agreement
is hereby terminated and of no further force and effect and the Trustee is
hereby directed to release the Collateral to the Company.
Section 8. Article Fifteen (Section 1501 ET SEQ.) of the Indenture is
hereby deleted and replaced with "[Deleted]".
Section 9. All Defaults and Events of Default under the Indenture and the
Pledge Agreement occurring prior to the effectiveness of this Second
Supplemental Indenture as set forth in Section 14 hereof are hereby waived,
except that this provision shall not constitute a waiver of: (a) a default in
respect of a covenant or provision hereof which under Article Nine of the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected or (b) those matters set forth in Section 10
below.
Section 10. This Second Supplemental Indenture is not intended to, nor
shall it, constitute: (a) the waiver of any Default or Event of Default in the
payment of principal of or premium, if any, or interest on any Note or (b) the
making of any change in the provisions of the Indenture relating to waivers of
past defaults.
Section 11. All references in the Indenture to defined terms or other terms
or provisions deleted by this Second Supplemental Indenture also shall be deemed
deleted hereby.
Section 12. This Second Supplemental Indenture is a supplemental indenture
pursuant to Section 902 of the Indenture. Upon execution and delivery of this
Second Supplemental Indenture, the terms and conditions of this Second
Supplemental Indenture shall be part of the terms and conditions of the
Indenture 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 Second Supplemental Indenture will
control.
Section 13. Superior Telecommunications Inc., Adience, Inc., and Superior
Cable Corporation hereby are removed as parties to the Indenture.
Section 14. This Second Supplemental Indenture shall become effective on
the Closing Date, as such term is defined in the Purchase and Consent Agreement,
dated as of January , 1997, among the Company and the parties listed on
Exhibit A thereto.
Section 15. Except as they have been modified in this Second Supplemental
Indenture, each and every term and provision of the Indenture shall continue in
full force and effect, and all references to the Indenture in the Original
Indenture and the Amended Indenture shall hereafter be deemed to mean the
Original Indenture as supplemented and amended pursuant both to the Amended
Indenture and hereto.
Section 16. This Second Supplemental Indenture 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 17. This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York as applied to
agreements among New York residents entered into and to be performed entirely
within New York.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
THE ALPINE GROUP, INC.
BY: /S/ BRAGI X. XXXXX
-----------------------------------------
Bragi X. Xxxxx
Executive Vice President
SUPERIOR TELECOMMUNICATIONS INC.
BY: /S/ XXXXXXX X. WAHRSAFAR
-----------------------------------------
Name: Xxxxxxx X. Wahrsafar
Title: Assistant Secretary
ADIENCE, INC.
BY: /S/ XXXXX X. XXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
SUPERIOR CABLE CORPORATION
BY: /S/ XXXXXXX X. WAHRSAFAR
-----------------------------------------
Name: Xxxxxxx X. Wahrsafar
Title: First Assistant Secretary
MARINE MIDLAND BANK, AS TRUSTEE
BY: /S/ FRANK FROINO
-----------------------------------------
Name: Frank Froino
Title: Assistant Vice President
S-1
