AMENDMENT
TO
AMENDED AND RESTATED
DEBT EXCHANGE AGREEMENT
AMENDMENT, dated as of October ___, 1995, between the
person or entity whose name is set forth on the Signature Page
hereto (the "Holder") and The Alpine Group, Inc., a Delaware
corporation with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ("Alpine").
RECITALS
The Holder and Alpine are parties to an Amended and
Restated Debt Exchange Agreement, dated as of October 11, 1994
(as amended to date, the "Agreement"). In connection with the
transactions contemplated by the Agreement, the Holder received,
and is currently the legal and beneficial owner of, the
respective numbers of shares of Alpine 8% Preferred Stock and
PolyVision Common Stock set forth in Exhibit A hereto.
Pursuant to Section 1.06 of the Agreement, the Holder
is entitled to receive certain Reset Consideration from Alpine.
The parties wish to provide for the payment and settlement of all
of Alpine's obligations with respect to the Reset Consideration.
Accordingly, the Holder and Alpine wish to amend the Agreement as
provided herein.
THEREFORE, in consideration of the mutual agreements
herein contained and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. Terms defined in the Agreement and
used but not otherwise defined herein shall have the meanings
given to them in the Agreement.
2. Exchange.
a. In full consideration and satisfaction of
Alpine's obligations with respect to the Reset Consideration,
pursuant to Section 1.06 of the Agreement or otherwise, Alpine
shall transfer and deliver to the Holder the number of shares of
Alpine Common Stock and PolyVision Common Stock set forth on
Exhibit A, and the Holder shall transfer and deliver to Alpine
the number of shares of Alpine 8% Preferred Stock set forth on
Exhibit A. The transfers and deliveries contemplated by this
Amendment shall take place simultaneously with the execution of
this Amendment.
ab. Neither certificates nor scrip for
fractional shares of Alpine Common Stock or PolyVision Common
Stock will be issued in connection with the transaction
contemplated hereby, but in lieu thereof the Holder otherwise
entitled to a fraction of a share of Alpine Common Stock or
PolyVision Common Stock as set forth on Exhibit A shall be paid
in cash an amount equal to such fraction multiplied by (1) $5.75
(in the case of a fractional share of Alpine Common Stock) or (2)
$3.5625 (in the case of a fractional share of PolyVision Common
Stock), in each case rounded upward or downward to the nearest
whole cent.
2. Registration. Alpine confirms that it will
effect a registration under the Securities Act of the Alpine
Common Stock transferred and delivered hereunder in accordance
with the provisions of Section 5.02 of the Agreement and that the
provisions of Section 5.01 of the Agreement (relating to
registration of the PolyVision Common Stock) apply to the
PolyVision Common Stock transferred hereunder. The Holder
acknowledges and agrees that Alpine will not be required to
effect, and no registration will be effected, with respect to the
Alpine 8% Preferred Stock.
3. Representations.
a. The Holder represents to Alpine that the
Holder is the legal and beneficial owner of the respective
numbers of shares of Alpine 8% Preferred Stock and PolyVision
Common Stock set forth on Exhibit A. The Holder repeats and
reaffirms each of the representations and warranties set forth in
Sections 2.01 and 2.02 of the Agreement, modified to apply to the
Alpine 8% Preferred Stock being transferred and delivered by it
hereunder and to the PolyVision Common Stock owned by it.
b. The Holder repeats and reaffirms each of
the representations and warranties set forth in Sections 2.03
through 2.05 of the Agreement, modified to apply to the Alpine
Common Stock and PolyVision Common Stock being acquired
hereunder.
c. Alpine repeats and reaffirms each of the
representations and warranties set forth in Sections 3.01 through
3.05 of the Agreement, modified to apply to the Alpine 8%
Preferred Stock being acquired hereunder.
5. Other. All other terms and conditions of the
Agreement shall remain in full force and effect without
modification.
[SIGNATURE PAGE FOLLOWS]
This Amendment has been duly executed on the date
hereinabove set forth.
THE ALPINE GROUP, INC.
By
Name:
Title:
The Holder:
REFERENCE IS MADE TO THE COUNTERPART HOLDER'S SIGNATURE PAGE,
EXECUTED BY THE HOLDER AND MADE A PART HEREOF
AMENDMENT
TO
AMENDED AND RESTATED
DEBT EXCHANGE AGREEMENT
COUNTERPART SIGNATURE PAGE
Name of Holder:
By: ______________________________
(signature)
Name:______________________________
Title:_____________________________
