ALPINE GROUP INC /DE/
EXHIBIT 10.XX
<DOCUMENT>
<TYPE>EX-10.XX
<SEQUENCE>7
<FILENAME>a2043694zex-10_xx.txt
<DESCRIPTION>EXHIBIT 10.XX
<TEXT>

<PAGE>

                                                                  EXHIBIT 10(xx)

                    SECOND AMENDMENT TO CREDIT AGREEMENT AND
                     FIRST AMENDMENT TO US PLEDGE AGREEMENT

            SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO US
PLEDGE AGREEMENT (this "Amendment"), dated as of November 17, 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") and as Collateral Agent (in
such capacity, the "Collateral 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 (as amended by the First Amendment and
Waiver thereto, dated November 1, 2000, the "Credit Agreement");

            WHEREAS, the Borrower and the Collateral Agent, are parties to a US
Pledge Agreement, dated as of November 23, 1999 (the "US Pledge Agreement");

            WHEREAS, the Borrower has determined that it is in its best
interests to seek to sell (through a series of individual sales) all of the
Cookson Shares it owns over a 120 day period;

            WHEREAS, the Borrower has requested that the Lenders consent to such
sales of Cookson Shares as provided herein; and

            WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to modify the Credit Agreement and the US Pledge Agreement
as follows;

            NOW, THEREFORE, it is agreed:

            1. The Lenders hereby waive any Default or Event of Default that has
arisen solely as a result of the Borrower failing to comply, but only for
periods occurring prior to the Second Amendment Effective Date (as hereinafter
defined), with the provisions of Sections 8.01(j) and 9.07 of the Credit
Agreement.

            2. Notwithstanding anything to the contrary contained in Sections
1.01(a), 1.01(b) and 2.02 of the Credit Agreement, at no time during the period
from the Second Amendment Effective Date to February 28, 2001 (such period, the
"Interim Period") shall (i) the aggregate principal amount of Revolving Loans
incurred by the Borrower from any Lender

<PAGE>

during the Interim Period and then outstanding exceed that amount which, when
added to the product of (x) such Lender's Percentage and (y) the sum of (I) the
aggregate amount of all Letter of Credit Outstandings at such time relating to
Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings
related thereto which are repaid with proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) and (II) the
aggregate principal amount of all then outstanding Swingline Loans incurred
during the Interim Period (exclusive of Swingline Loans incurred during the
Interim Period which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective Revolving Loans), equals the product of (1)
such Lender's Percentage and (2) the lesser of $7,000,000 and 20% of the Net
(Taxes and Sales Commissions) Proceeds from all theretofore consummated sales of
Cookson Shares during the Interim Period (such lesser amount as from time to
time in effect being hereinafter referred to as the "Available Amount"), (ii)
the aggregate principal amount of all Revolving Loans incurred by the Borrower
from all the Lenders during the Interim Period and then outstanding exceed that
amount which, when added to the sum of (x) the aggregate amount of all Letter of
Credit Outstandings at such time relating to Letters of Credit issued during the
Interim Period (exclusive of Unpaid Drawings related thereto which are repaid
with proceeds of, and simultaneously with the incurrence of, Revolving Loans)
and (y) the aggregate principal amount of all then outstanding Swingline Loans
incurred during the Interim Period (exclusive of any such Swingline Loans which
are repaid with the proceeds of, and simultaneously with the occurrence of, the
respective incurrence of Revolving Loans), equals the Available Amount at such
time, (iii) the aggregate principal amount of all outstanding Swingline Loans
incurred by the Borrower during the Interim Period (exclusive of any such
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, Revolving Loans) exceed (x) that amount which, when added to
the sum of (I) the aggregate principal amount of all then outstanding Revolving
Loans incurred during the Interim Period and (II) the aggregate amount of all
Letter of Credit Outstandings at such time relating to Letters of Credit issued
during the Interim Period (exclusive of Unpaid Drawings related thereto which
are repaid with proceeds of, and simultaneously with the incurrence of,
Swingline Loans), equals the Available Amount at such time or (y) the Maximum
Swingline Amount or (iv) any Letter of Credit be issued the Stated Amount of
which, when added to the Letter of Credit Outstandings at such time relating to
Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings
related thereto which are repaid on the date of, and prior to the issuance of,
the respective Letter of Credit) at such time would exceed $5,000,000 or which,
when added to the sum of the aggregate principal amount of all then outstanding
Revolving Loans incurred by the Borrower from all the Lenders during the Interim
Period (exclusive of any such Revolving Loans which are repaid simultaneously
with the respective issuance of any Letter of Credit) and Swingline Loans
incurred during the Interim Period (exclusive of any such Swingline Loans which
are repaid simultaneously with the respective issuance of a Letter of Credit),
would exceed the Available Amount at such time. For the avoidance of doubt, (i)
the limitations set forth in this Section 2 shall only be in effect during the
Interim Period and shall be in addition to the limitations set forth in Sections
1.01(a), 1.01(b) and 2.02 of the Credit Agreement, and consequently, no Credit
Event shall be permitted to occur to the extent that as a result therefrom the
limitations set forth in this Section 2 or any such Section of the Credit
Agreement are breached, (ii) the Net (Taxes and Sales Commissions) Proceeds from
the sale of approximately 6,000,000 shares of Cookson Shares traded on November
10, 2000 and consummated on or about November 20, 2000 (x) shall

<PAGE>

be included in determining the Available Amount pursuant to this Section 2 and
(y) shall be applied on the Second Amendment Effective Date to repay Loans and
to reduce Commitments as provided in Sections 3.03(i) and 4.02(g) of the Credit
Agreement (after giving effect to this Amendment) and the Borrower shall deposit
gross cash proceeds from such sale in an amount equal to the Estimated Tax
Amount in respect of such sale into the Escrow Account established pursuant to,
and as defined in, the Escrow Account Agreement (as defined below), as required
pursuant to Section 4.02(g) of the Credit Agreement (after giving effect to this
Amendment).

            3. Section 3.03(b) of the Credit Agreement is hereby amended by (i)
inserting the word "Superior" immediately prior to the word "Shares" the first
instance such word appears in such Section and (ii) deleting the phrase "(other
than cash proceeds from such sales of Shares (other than the Superior Option
Shares) up to an aggregate amount which, when added to the aggregate amount of
cash proceeds received by the Borrower from the incurrence by it of Indebtedness
(other than Loans) which is not (or was not) required to be applied to reduce
the Total Commitment pursuant to Section 3.03(c), equals $10,000,000)",
appearing therein.

            4. Section 3.03 of the Credit Agreement is hereby further amended by
inserting the following new clauses (h) and (i) immediately following clause (g)
such Section:

            "(h) In addition to any other mandatory commitment reductions
      pursuant to this Section 3.03, on the Second Amendment Effective Date the
      Total Commitment shall be permanently reduced by $20,000,000 and each
      Lender's Commitment shall be permanently reduced on such date by an amount
      equal to the product of (x) such Lender's Percentage (calculated
      immediately prior to the operation of this clause (h)) and (y)
      $20,000,000.

            (i) In addition to any other mandatory commitment reductions
      pursuant to this Section 3.03, (i) on each date on or after the Second
      Amendment Effective Date on which the Borrower receives cash proceeds from
      any sale of PolyVision Shares or Cookson Shares and (ii) on June 30, 2001,
      to the extent that any funds (including the amount of all investments made
      with funds on deposit therein) are then on deposit in the Escrow Account
      (with the aggregate amount thereof being herein called the "Escrow
      Residual Amount"), the Total Commitment shall be permanently reduced on
      each such date as (and to the extent) provided in Section 4.02(e), (f) or
      (g), as the case may be."

            5. Clause (c) of Section 4.02 of the Credit Agreement is hereby
amended by (i) deleting the ratio "2.00:1.00" each instance such ratio appears
therein and in each such instance inserting in lieu thereof the text "the
respective ratio set forth in the table appearing in Section 9.07 and opposite
the period in which such day falls", (ii) deleting the text "in accordance with
the immediately following sentence" and inserting the text "in accordance with
Section 4.02(h)" in lieu thereof, (iii) deleting the second sentence thereof in
its entirety and (iv) deleting the text "clause (z) of the immediately preceding
sentence" appearing in clause (ii) of the last sentence thereof and inserting
the text "clause (iii) of Section 4.02(h)" in lieu thereof.

<PAGE>

            6. Section 4.02 of the Credit Agreement is hereby further amended by
adding new clauses (e), (f), (g) and (h) at the end of Section 4.02 thereof:

            "(e) In addition to any other mandatory repayments pursuant to this
      Section 4.02, on each date on or after the Second Amendment Effective Date
      on which the Borrower receives cash proceeds from any sale of PolyVision
      Shares, an amount equal to (i) 100% of the Net (Taxes and Sales
      Commissions) Proceeds therefrom shall be applied as a mandatory repayment
      of principal of Loans and/or to cash collateralize outstanding Letters of
      Credit, as provided in Section 4.02(h) and the Total Commitment shall
      contemporaneously be reduced by an amount equal to 50% of such Net (Taxes
      and Sales Commissions) Proceeds.

            (f) In addition to any other mandatory repayments pursuant to this
      Section 4.02, on the date of the receipt thereof by the Borrower of cash
      proceeds from any sale of Cookson Shares, (i) an amount equal to 100% of
      the Net (Taxes and Sales Commissions) Proceeds shall be applied as a
      mandatory repayment of principal of Loans and/or to cash collateralize
      outstanding Letters of Credit as provided in Section 4.02(h) and the Total
      Commitment shall contemporaneously be reduced in an amount equal to such
      Net (Taxes and Sales Commissions) Proceeds and (ii) the Borrower shall
      also deposit gross cash proceeds from any such sale consummated during the
      Interim Period in an amount equal to the Estimated Tax Amount in respect
      of such sale into the Escrow Account established pursuant to the Escrow
      Account Agreement pending distribution of such proceeds in accordance with
      the terms thereof.

            (g) In addition to any other mandatory repayments pursuant to this
      Section 4.02, on June 30, 2001 an amount equal to 100% of the Escrow
      Residual Amount, if any, shall be applied as a mandatory repayment of
      principal of Loans and/or to cash collateralize outstanding Letters of
      Credit as provided in Section 4.02(h) and the Total Commitment shall
      contemporaneously be reduced in an amount equal to the Escrow Residual
      Amount.

            (h) Any prepayment required by Sections 4.02(c), (e), (f) and (g)
      shall be applied (i) first, to prepay outstanding Swingline Loans, (ii)
      second, to prepay outstanding Revolving Loans and (iii) third, to the
      extent all Loans have been prepaid in full, to cash collaterize
      outstanding Letters of Credit."

            7. Section 6 of the Credit Agreement is hereby amended by inserting
the following new subsection 6.05 at the end thereof:

            "6.05 Compliance Certificate. Prior to the making of each Loan and
      the issuance of each Letter of Credit, in each case during the Interim
      Period, the Administrative Agent shall have received from the Borrower a
      certificate in form and substance reasonably satisfactory to the
      Administrative Agent, in any event, showing compliance with Section 2 of
      the Second Amendment (and setting forth in reasonable detail supporting
      calculations therefor)."

<PAGE>

            8. Section 7 of the Credit Agreement is hereby amended by inserting
the following new Sections 7.17 and 7.18 at the end thereof:

            "7.17 PolyVision Shares. On the Second Amendment Effective Date, the
      Borrower owns (i) 6,818,370 shares of common stock of PolyVision
      Corporation, (ii) 255,000 shares of Preferred Stock Series B 9%
      convertible at $3.00 per share and (iii) 140,000 shares of Preferred Stock
      Series C 9% convertible at $2.00 per share and owns no other capital stock
      or other equity interests of PolyVision Corporation. All such outstanding
      shares of PolyVision Corporation have been duly and validly issued and are
      fully paid and nonassessable.

            7.18 Superior Shares. From and after the Second Amendment Effective
      Date, 100% of the Superior Shares (other than Superior Option Shares)
      shall have been pledged (and delivered for pledge) pursuant to the terms
      of the US Pledge Agreement."

            9. Section 9.03 of the Credit Agreement is hereby amended by
deleting said Section 9.03 in its entirety and inserting the following new
Section 9.03 in lieu thereof:

            "9.03 Dividends. The Borrower will not authorize, declare, pay or
      make any Dividends (i) if immediately before or after giving effect to any
      such action, the Borrower is not in compliance with Section 9.07 (for
      purposes of this clause (i), determined as if the required Asset Coverage
      Ratio is the greater of the relevant amount specified in Section 9.07 and
      2.00:1.00), (ii) at any time during the Interim Period, or (iii) at any
      time in the form of any PolyVision Shares or any Pledged Shares or
      proceeds representing a liquidation or other distribution in return of
      capital of any PolyVision Shares or any Pledged Shares."

            10. Section 9.06(a) of the Credit Agreement is hereby amended by
inserting the word "Superior" immediately prior to the word "Shares" in each
instance such word appears therein.

            11. Section 9.06 of the Credit Agreement is hereby further amended
by deleting clause (d) thereof in its entirety and inserting the following new
clause (d) in lieu thereof:

            "(d) sell or agree to sell any Cookson Shares on or after the Second
      Amendment Effective Date, provided that the Borrower shall be permitted to
      sell Cookson Shares from and after such date, so long as (i) no Default or
      Event of Default then exists or would result therefrom, (ii) 100% of the
      consideration therefor shall be in cash, paid to the Borrower at the
      closing of such sale and such consideration equal to at least the fair
      market value (based on the trading price determined by reference to the
      London Stock Exchange Daily Official List) of the Cookson Shares the
      subject of such sale and (iii) the Net (Taxes and Sales Commissions)
      Proceeds are applied to repay Loans and/or to cash collateralize
      outstanding Letters of Credit (and to reduce the Total Commitment), and to
      fund the Escrow Account established pursuant to the Escrow

<PAGE>

      Account Agreement in accordance with (and in each case to the extent
      required by) Sections 4.02(f) and (h)."

It is understood and agreed that, unless expressly permitted above in this
Section 9.06, in no event shall any Pledged Shares be released, sold or
otherwise disposed of if at the time thereof (and after giving effect thereto)
the Borrower's Asset Coverage Ratio is less than 2.00:1.00.

            12. Section 9.07 of the Credit Agreement is hereby amended by
deleting said Section 9.07 in its entirety and inserting the following new
Section 9.07 in lieu thereof:

            "9.07 Asset Coverage Ratio. The Borrower shall not permit the Asset
      Coverage Ratio at any time during a period set forth below to fall below
      the ratio set forth opposite such period:

                        Period                            Ratio
                        ------                            -----
            From the Second Amendment
            Effective Date through and
            including December 30, 2000                 1.70:1.00

            From December 31, 2000
            through and including January 30, 2001      1.80:1.00

            From January 31, 2001 through
            and including February 27, 2001             1.90:1.00

            Thereafter                                  2.00:1.00."

            13. The definitions of "Maturity Date" appearing in Section 11.01 of
the Credit Agreement is hereby amended by deleting the date "November 24, 2002"
and inserting the date "October 31, 2001" in lieu thereof.

            14. Section 11.01 of the Credit Agreement is hereby further amended
by inserting in the appropriate alphabetical order the following new
definitions:

            "Escrow Account" shall have the meaning provided in the Escrow
Account Agreement.

            "Escrow Account Agreement" shall mean that certain Escrow Account
Agreement, dated as of November 17, 2000, among the Borrower, as the Assignor,
and the Administrative Agent, as Collateral Agent.

            "Escrow Residual Amount" shall have the meaning provided in Section
3.03(i).

            "Estimated Tax Amount" shall mean, in respect of any sale of Cookson
Shares or Polyvision Shares, as the case may be, the estimated marginal
increased amount (as determined

<PAGE>

in good faith by the Borrower) of all foreign, federal, state and local taxes
which will be payable in cash during (or within 120 days after) the fiscal year
in which the respective sale occurred as a direct consequence of any such sale;
provided that in no case shall the Estimated Tax Amount with respect to any sale
of Cookson Shares or PolyVision Shares exceed 30% of the Net (Taxes and Sales
Commissions) Proceeds (for this purpose, before deducting the Estimated Tax
Amount and the Sales Commissions and Brokerage Fees therefrom) of the respective
such sale.

            "Interim Period" shall mean the period from the Second Amendment
Effective Date to February 28, 2001.

            "Net (Taxes and Sales Commissions) Proceeds" shall mean the gross
proceeds from each sale of Cookson Shares or PolyVision Shares, as the case may
be, less, in each case, (x) the Estimated Tax Amount and (y) the Sales
Commissions and Brokerage Fees related to each such sale.

            "PolyVision Shares" shall mean any of the issued and outstanding
capital stock of PolyVision Corporation owned by the Borrower.

            "Sales Commissions and Brokerage Fees" shall mean, in respect of any
sale of Cookson Shares or PolyVision Shares, as the case may be, the sales
commissions and brokerage fees incurred as a direct consequence of such sale.

            "Second Amendment" shall mean the Second Amendment to this
Agreement, dated as of November 17, 2000.

            "Second Amendment Effective Date" shall mean November 17, 2000.

            15. Section 3.1(b) of the US Pledge Agreement is hereby amended by
(i) deleting the text "(x) an amount of Superior Shares having a value of
$10,000,000 (as determined on the Effective Date) or (y)" appearing in clause
(b) thereof and (ii) deleting the text "Superior Shares or" appearing in clause
(b) immediately after the text "the Pledgor shall not be required to pledge or
deliver any such" appearing therein.

            16. In order to induce the Lenders to enter into this Amendment, 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, both before and
after giving effect to this Amendment (except with respect to any
representations and warranties limited by their terms to a specific date, 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, both
before and after giving effect to this Amendment.

            17. This Amendment 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.

            18. 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

<PAGE>

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.

            19. 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.

            20. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when (i) the Borrower and the 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, (ii) the Administrative Agent
shall have received from Proskauer Rose LLP, counsel to the Borrower, an opinion
addressed to the Administrative Agent, the Syndication Agent, the Documentation
Agent and each of the Lenders, and dated the Second Amendment Effective Date,
which opinion shall be in form and substance satisfactory to the Administrative
Agent, and cover such matters incident to this Amendment and the transactions
contemplated herein and as the Administrative Agent may reasonably request
(including, but not limited to, the compliance by the Borrower with Regulation
U), (iii) the Borrower shall have paid to White & Case LLP, counsel to the
Administrative Agent, all fees and expenses then due and payable to such
counsel, (iv) the Borrower shall have executed an escrow account agreement in
the form of the Escrow Account Agreement attached hereto as Annex I (the "Escrow
Account Agreement"), (v) the Borrower shall have delivered to the Collateral
Agent, as Pledgee under the US Pledge Agreement, all Superior Shares (together
with executed and undated stock powers) not heretofore pledged and delivered to
the Collateral Agent, (vi) the Borrower shall have established the Escrow
Account as provided in Section 2.01 of the Escrow Account Agreement, and (vii)
the Borrower shall have paid to the Administrative Agent for the account of each
Lender which has executed and delivered the Amendment to the Administrative
Agent on or prior to 5:00 p.m. November 17, 2000 an amendment fee equal to 0.15%
of the Commitment of each such Lender as in effect on the Second Amendment
Effective Date (but after giving effect to reduction to the Total Commitment
(and to the Commitment of each Lender) on the Second Amendment Effective Date
pursuant to Section 3.03(h) of the Credit Agreement, as amended pursuant to
Section 4 of this Amendment).

            21. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and the other Credit Documents to (x) the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby and (y) the US Pledge Agreement shall be deemed to be a
reference to the US Pledge Agreement as modified hereby.

                                      * * *

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                   THE ALPINE GROUP, INC.

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   BANKERS TRUST COMPANY,
                                   Individually, as Administrative Agent and as
                                   Collateral Agent

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   FLEET NATIONAL BANK, Individually and as
                                   Syndication Agent

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   BANK OF AMERICA, N.A.,
                                   Individually and as Documentation Agent

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

<PAGE>

                                      THE BANK OF NOVA SCOTIA

                                   By:
                                      -----------------------------------------
                                      Name:
                                     Title:

<PAGE>

                            ESCROW ACCOUNT AGREEMENT

            ESCROW ACCOUNT AGREEMENT (as amended, modified or supplemented from
time to time, this "Agreement"), dated as of November 17, 2000, among THE ALPINE
GROUP, INC. (the "Assignor"), and BANKERS TRUST COMPANY, as Escrow Agent
(together with any successor collateral agent, the "Escrow Agent") for the
benefit of the Secured Creditors (as defined below). Except as otherwise defined
herein, capitalized terms used herein and defined in the Credit Agreement
referred to below shall be used herein as so defined.

                              W I T N E S S E T H :

            WHEREAS, the Assignor, as Borrower, the lenders party to the Credit
Agreement referred to below, 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"), are parties to a Credit Agreement, dated
as of November 23, 1999 (as amended by the First Amendment and Waiver thereto,
dated as of November 1, 2000, the "Credit Agreement"), providing for the making
of Loans to the Assignors, all as contemplated therein (the Lenders, the
Syndication Agent, the Documentation Agent and the Administrative Agent are
herein called the "Secured Creditors");

            WHEREAS, pursuant to Section 9.06(d) of the Credit Agreement (after
giving effect to the Second Amendment thereto), on the date of any sale of
Cookson Shares consummated during the Interim Period, the Estimated Tax Amount
with respect to such sale is required to be deposited by the Assignor into, the
Escrow Account (as defined below);

            WHEREAS, the Assignor desires to execute this Agreement to establish
the Escrow Account and to grant to the Escrow Agent, for the benefit of the
Secured Creditors, a security interest in such account and in all funds from
time to time on deposit therein;

            NOW, THEREFORE, in consideration of the benefits accruing to the
Assignor, the receipt and sufficiency of which are hereby acknowledged, the
Assignor hereby makes the following representations and warranties to the Escrow
Agent and hereby covenants and agrees with the Escrow Agent, as follows:

            SECTION 1. PLEDGE AND GRANT OF SECURITY INTEREST.

            1.01 Obligations. This Agreement is made by the Assignor for the
benefit of the Secured Creditors to secure all of the following:

            (i) the full and prompt payment when due (whether at the stated
      maturity, by acceleration or otherwise) of all obligations and
      indebtedness (including, without limitation, indemnities, fees and
      interest thereon) of the Assignor to the Secured Creditors, whether now
      existing or hereafter incurred under, arising out of, or in connection
      with the Credit Agreement and the other Credit Documents to which the
      Assignor is a party and the due performance and compliance by the Assignor
      with all of the terms, conditions and agreements contained in the Credit
      Agreement and in such other Credit Documents;

<PAGE>

                                                                         Annex A
                                                                          Page 2

            (ii) any and all sums advanced by the Escrow Agent in order to
      preserve the Collateral (as hereinafter defined) or preserve its security
      interest in the Collateral;

            (iii) in the event of any proceeding for the collection or
      enforcement of any indebtedness, obligations or liabilities of the
      Assignor referred to in clauses (i) and (ii) above, after an Event of
      Default shall have occurred and be continuing, the reasonable expenses of
      retaking, holding, preparing for sale or lease, selling or otherwise
      disposing of or realizing on the Collateral, or of any exercise by the
      Escrow Agent of its rights hereunder, together with reasonable attorneys'
      fees and court costs; and

            (iv) all amounts paid by any Secured Creditor as to which such
      Secured Creditor has the right to reimbursement under Section 10 of this
      Agreement;

all such obligations, indebtedness, liabilities, sums and expenses set forth in
clauses (i) through (iv) of this Section 1.01 being herein collectively called
the "Obligations," it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.

            1.02. Pledge and Grant of Security Interest. As security for the
prompt and complete payment and performance when due of all of the Obligations,
the Assignor hereby pledges, transfers, grants and assigns to the Escrow Agent
for the benefit of the Secured Creditors, a continuing possessory lien and first
priority security interest in all of the right, title and interest of the
Assignor in and to the Escrow Account (as defined below), together with all
investments and funds from time to time therein and/or made with funds therein,
and in all cash and non-cash proceeds of any of the foregoing (collectively, the
"Collateral"), from the date of the establishment of the Escrow Account until
the termination thereof pursuant to the terms hereof.

                SECTION 2. ESTABLISHMENT OF ESCROW ACCOUNT; ETC.

            2.01. Establishment. The Assignor has established in the Escrow
Agent's name and for the benefit of the Secured Creditors the following account:
Account No. 30882, Account Name: Escrow Account (the "Escrow Account") for
purposes of this Agreement. The Escrow Account is maintained at the Escrow
Agent's office located at 130 Liberty Street, New York, New York 10006. The
Escrow Account shall be under the sole dominion and control of the Escrow Agent,
and the Escrow Agent shall have the sole right to make withdrawals from the
Escrow Account and to exercise all rights with respect to the Collateral from
time to time therein pursuant to the terms of this Agreement. All moneys
delivered to or held by or on behalf of the Escrow Agent pursuant hereto shall
be held in the Escrow Account in accordance with the provisions hereof.

            2.02. Deposits to the Escrow Account; Withdrawals from the Escrow
Account. The Assignor shall, in accordance with the terms of Section 9.06(d) of
the Credit Agreement, deposit into the Escrow Account on the date of the
consummation of each sale of any Cookson Shares the Estimated Tax Amount with
respect thereto. Withdrawals from the Escrow Account shall be permitted only to
the extent provided in Sections 2.03, 3 and/or 11 hereof.

<PAGE>

                                                                         Annex A
                                                                          Page 3

            2.03. Withdrawals from the Escrow Account. (a) The Escrow Agent
shall from time to time, upon the written request of the Assignor, release funds
to the Assignor from the Escrow Account to enable the Assignor to fulfill the
tax obligations of the Assignor arising in connection with the sale of Cookson
Shares as they become due and payable so long as at the time or prior to any
such release the Assignor has delivered to the Escrow Agent a certificate
executed by an Authorized Officer of the Assignor certifying (and providing
documentation supporting such certification) as to the actual amount of such tax
liability and that 100% of the amounts released from the Escrow Account shall be
promptly (and in any event within two Business Days) used to pay such tax
obligations. It is understood and agreed that so long as the requirements of the
immediately preceding sentence have been satisfied, the Assignor shall be
entitled to withdraw funds from the Escrow Account solely for the purposes
described in such sentence regardless of whether any Default or any Event of
Default shall exist at the time of any such withdrawal.

            (b) If on June 30, 2001 any funds remain on deposit in the Escrow
Account, then on such date the Escrow Agent shall apply all such amounts to
repay outstanding Loans, to cash collateralize outstanding Letters of Credit and
to reduce the Total Commitment in accordance with Sections 4.02(g) and (h) of
the Credit Agreement.

            (c) The Escrow Agent shall from time to time, upon the written
request of the Assignor, release funds from the Escrow Account and deliver same
directly to the Administrative Agent under the Credit Agreement so long as 100%
of such funds are immediately applied to (i) repay outstanding Loans under the
Credit Agreement in accordance with Section 4.01 of the Credit Agreement and
(ii) also to permanently reduce the Total Commitment in a like amount in
accordance with Section 3.02 of the Credit Agreement.

            2.04. Investment of Funds Deposited in the Escrow Account. The
Escrow Agent will from time to time, at the request of the Assignor, invest
funds on deposit in the Escrow Account in Cash Equivalents selected by the
Assignor. All investments made pursuant to this Section 2.04 (and any
instruments evidencing same), and all proceeds thereof, shall be held in the
Escrow Account as part of the Collateral. All such investments shall be made in
the name of the Escrow Agent. All risk of loss in respect of investments made
pursuant to this Section 2.04 shall be on the Assignor. Under no circumstances
shall the Escrow Agent be liable or accountable to the Assignor or any other
Person for any decrease in the value of the Escrow Account or for any loss
resulting from the investment of the funds deposited therein.

            SECTION 3. REMEDIES .

            In all cases subject to clause (d) of this Section 3, if an Event of
Default shall occur and be continuing:

            (a) The Escrow Agent may (i) exercise in respect of all or any
      portion of the Collateral, in addition to all other rights and remedies
      provided for herein or otherwise available to it under applicable law, all
      of the rights and remedies of a secured party on default under the Uniform
      Commercial Code then in effect in the State of New York, and

<PAGE>

                                                                         Annex A
                                                                          Page 4

      (ii) withdraw any Collateral from the Escrow Account and apply the same to
      the Obligations.

            (b) (I) All moneys collected by the Escrow Agent upon any
      disposition of the Collateral upon or after the occurrence of an Event of
      Default, together with all other moneys on deposit in the Escrow Account
      or otherwise received by the Escrow Agent hereunder, shall be applied as
      follows:

                        (i) first, to the payment of all amounts owing the
            Escrow Agent of the type described in clauses (ii), (iii) and (iv)
            of Section 1.01 hereof;

                        (ii) second, to the extent proceeds remain after the
            application pursuant to the preceding clause (i), an amount equal to
            the outstanding Primary Obligations (as defined below) shall be paid
            to the Secured Creditors as provided in Section 3(b)(IV) hereof,
            with each Secured Creditor receiving an amount equal to its
            outstanding Primary Obligations or, if the proceeds are insufficient
            to pay in full all such Primary Obligations, its Pro Rata Share (as
            defined below) of the amount remaining to be distributed;

                        (iii) third, to the extent proceeds remain after the
            application pursuant to the preceding clauses (i) and (ii), an
            amount equal to the outstanding Secondary Obligations (as defined
            below) shall be paid to the Secured Creditors as provided in Section
            3(b)(IV) hereof, with each Secured Creditor receiving an amount
            equal to its outstanding Secondary Obligations or, if the proceeds
            are insufficient to pay in full all such Secondary Obligations, its
            Pro Rata Share of the amount remaining to be distributed; and

                        (iv) fourth, to the extent proceeds remain after the
            application pursuant to the preceding clauses (i) through (iii),
            inclusive, and following the termination of this Agreement pursuant
            to Section 11(a) hereof, to the Assignor or to whomever may be
            lawfully entitled to receive such surplus.

            (II) For purposes of this Agreement, (x) "Pro Rata Share" shall
      mean, when calculating a Secured Creditor's portion of any distribution or
      amount, that amount (expressed as a percentage) equal to a fraction the
      numerator of which is the then unpaid amount of such Secured Creditor's
      Primary Obligations or Secondary Obligations, as the case may be, and the
      denominator of which is the then outstanding amount of all Primary
      Obligations or Secondary Obligations, as the case may be, (y) "Primary
      Obligations" shall mean all principal of, and interest on, all Loans, all
      Unpaid Drawings and all Fees and (z) "Secondary Obligations" shall mean
      all Obligations other than Primary Obligations.

            (III) When payments to Secured Creditors are based upon their
      respective Pro Rata Shares, the amounts received by such Secured Creditors
      hereunder shall be applied (for purposes of making determinations under
      this Section 3(b) only) (i) first, to their Primary Obligations and (ii)
      second, to their Secondary Obligations.

<PAGE>

                                                                         Annex A
                                                                          Page 5


            (IV) All payments required to be made hereunder shall be made to the
      Administrative Agent under the Credit Agreement for the account of the
      Secured Creditors.

            (V) For purposes of applying payments received in accordance with
      this Section 3(b), the Escrow Agent shall be entitled to rely upon the
      Administrative Agent under the Credit Agreement for a determination (which
      the Administrative Agent agrees to provide upon request of the Escrow
      Agent) of the outstanding Primary Obligations and Secondary Obligations
      owed to the Secured Creditors. Unless it has actual knowledge (including
      by way of written notice from a Secured Creditor) to the contrary, the
      Administrative Agent, in furnishing information pursuant to the preceding
      sentence, and the Escrow Agent, in acting hereunder, shall be entitled to
      assume that no Secondary Obligations are outstanding.

            (c) It is understood that the Assignor shall remain liable to the
      extent of any deficiency between the amount of the proceeds of the
      Collateral applied as provided in preceding clause (b) and the aggregate
      amount of the Obligations.

            (d) In no event shall, prior to June 30, 2001, the Escrow Agent be
      entitled to withdraw (or shall any cash or cash equivalents be withdrawn)
      from the Escrow Account to pay Obligations; it being understood and agreed
      that the Escrow Agent shall only be entitled to exercise the remedies
      described under this Section 3 from and after June 30, 2001 and then only
      if an Event of Default is then in existence and continuing.

            SECTION 4. FURTHER ASSURANCES.

            The Assignor agrees that it will, at any time and from time to time,
at its expense, promptly execute and deliver all further agreements, instruments
and other documents and take all further action that may be necessary or that
the Escrow Agent may reasonably request in order to perfect and protect the
first priority security interest purported to be created hereby or otherwise to
enable the Escrow Agent to exercise and enforce its rights and remedies
hereunder.

            SECTION 5. TRANSFERS AND OTHER LIENS.

            The Assignor agrees that it will not (i) sell, assign (by operation
of law or otherwise) or otherwise dispose of any interest hereunder or that the
Assignor may purport to have in respect of the Collateral or (ii) create or
suffer to exist any Lien upon or with respect to any Collateral (except for the
security interest purported to be created hereby).

            SECTION 6. ATTORNEY-IN-FACT.

            The Assignor hereby irrevocably appoints the Escrow Agent its
attorney-in-fact, with full authority, from and after an Event of Default, in
the place and stead of the Assignor and in the name of the Assignor or
otherwise, from time to time in the Escrow Agent's sole discretion to execute
any instrument and to take any other action which the Escrow Agent may deem
necessary or advisable to accomplish the purposes of this Agreement or to
facilitate the assignment or other transfer by the Escrow Agent of any or all of
its rights hereunder, including,

<PAGE>

                                                                         Annex A
                                                                          Page 6

without limitation, (i) to receive, endorse and collect all instruments made
payable to the Assignor and representing any interest payment or other
distribution in respect of the Collateral and to give full discharge for the
same, and (ii) to execute and deliver any and all instruments and other
documents that the Escrow Agent may request in connection with the exercise by
the Escrow Agent of any or all of its rights hereunder.

            SECTION 7. PERFORMANCE BY THE ESCROW AGENT.

            If the Assignor fails to perform any agreement or obligation
contained herein, the Escrow Agent itself may perform or cause performance of
such agreement or obligation, and the expenses of the Escrow Agent incurred in
connection therewith shall be payable to the Escrow Agent by the Assignor.

            SECTION 8. RESPONSIBILITY OF THE ESCROW AGENT.

            Neither the Escrow Agent nor any of its directors, officers, agents,
employees, affiliates, representatives or agents shall be liable (i) for any
failure to invest or reinvest any cash in the Escrow Account in accordance
herewith, provided that such Person shall be liable for its own gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision), (ii) for any losses incurred by reason of
investments made by the Escrow Agent pursuant to Section 2.04 hereof or (iii)
for any action taken or omitted to be taken by the Escrow Agent (x) in good
faith in accordance with the advice of counsel with respect to any question as
to the construction of any provision hereof or any action to be taken by the
Escrow Agent hereunder or (y) in accordance with any instructions or other
notice which the Escrow Agent believes in good faith to be properly given by the
Assignor hereunder.

            SECTION 9. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR.

            The Assignor represents and warrants that: (a) on the date of the
deposit of any Collateral in the Escrow Account, it will be the legal, record
and beneficial owner of, and will have good and marketable title to, the
Collateral subject to no pledge, lien, mortgage, hypothecation, security
interest, charge, option or other encumbrance whatsoever, except the liens and
security interests created by this Agreement and the Security Agreement; (b) it
has full corporate power, authority and legal right to pledge all the Collateral
pledged by it pursuant to this Agreement; (c) this Agreement has been duly
authorized, executed and delivered by the Assignor and constitutes a legal,
valid and binding obligation of the Assignor enforceable in accordance with its
terms, except to the extent that the enforceability hereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors' rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law); (d) the
pledge, assignment and granting of a security interest in the Escrow Account
pursuant to this Agreement creates, and upon the deposit in the Escrow Account
of any other Collateral pursuant to this Agreement will create, a valid and
perfected first priority security interest in all of the Assignor's rights,
title and interest in and to the Escrow Account and the Collateral so deposited,
as the case may be, and the proceeds thereof subject to no other lien or
encumbrance or to any other agreement purporting to grant any third party a lien
or

<PAGE>

                                                                         Annex A
                                                                          Page 7

encumbrance on property or assets of such Assignor which would include the
Collateral, and no UCC or other filings are required to be made in connection
with the foregoing or to perfect the security interests created hereby; (e) no
consent of any other party (including, without limitation, any shareholder or
creditor of the Assignor) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with (except, in each case, as have been obtained or made on or
prior to the date hereof), any governmental authority is required to be obtained
in connection with the execution, delivery or performance of this Agreement; and
(f) the execution, delivery and performance of this Agreement will not violate
any provision of any applicable law or regulation or of any order, judgment,
writ, award or decree of any court, arbitrator or governmental authority,
domestic or foreign, or of the certificate or articles of incorporation of the
Assignor or of any securities issued by the Assignor, or of any mortgage,
indenture, lease, deed of trust, credit agreement, loan agreement or any other
material agreement, contract or instrument to which the Assignor is party or
which purports to be binding upon the Assignor or upon any of its assets and
will not result in the creation or imposition of (or the obligation to create or
impose) any lien or encumbrance on any of the assets of the Assignor or any of
its Subsidiaries except as contemplated by this Agreement. The Assignor
covenants and agrees that it will defend the Escrow Agent's right, title and
security interest in and to the Collateral and the proceeds thereof against the
claims and demands of all persons whomsoever.

            SECTION 10. INDEMNITY.

            10.01. Indemnity. (a) The Assignor agrees to indemnify, reimburse
and hold the Escrow Agent, each other Secured Creditor, their respective
successors, assigns, employees, agents, servants and affiliates (hereinafter in
this Section 10.01 referred to individually as an "Indemnitee," and collectively
as the "Indemnitees") harmless from and against any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including attorneys'
fees and expenses) of whatsoever kind and nature (for the purposes of this
Section 10.01 the foregoing are collectively called "expenses") imposed on,
asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement or any other document executed in connection
herewith or in any other way connected with the administration of the
transactions contemplated hereby or the enforcement of any of the terms of, or
the preservation of any rights under any hereof or thereof, or in any way
relating to or arising out of the use of the Collateral (whether or not any such
action is brought by or on behalf of the Assignor); provided that no Indemnitee
shall be indemnified pursuant to this Section 10.01(a) for expenses to the
extent caused by the gross negligence or willful misconduct of such Indemnitee
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The Assignor agrees that upon written notice by any
Indemnitee of the assertion of such a liability, obligation, damage, injury,
penalty, claim, demand, action, suit or judgment, the Assignor shall assume full
responsibility for the defense thereof. Each Indemnitee agrees to use its best
efforts to promptly notify the Assignor of any such assertion of which such
Indemnitee has knowledge.

            (b) Without limiting the application of Section 10.01(a) hereof, the
Assignor agrees to pay, or reimburse the Escrow Agent for, any and all fees,
costs and expenses of whatever kind or nature incurred in connection with the
creation, preservation or protection of

<PAGE>

                                                                         Annex A
                                                                          Page 8

the Escrow Agent's Liens on, and security interest in, the Collateral,
including, without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other fees, costs and
expenses in connection with protecting, maintaining or preserving the Collateral
and the Escrow Agent's interest therein, whether through judicial proceedings or
otherwise, or in defending or prosecuting any actions, suits or proceedings
arising out of or relating to the Collateral.

            (c) Without limiting the application of Section 10.01(a) or (b)
hereof, the Assignor agrees to pay, indemnify and hold each Indemnitee harmless
from and against any loss, costs, damages and expenses which such Indemnitee may
suffer, expend or incur in consequence of or growing out of any
misrepresentation by the Assignor in this Agreement or in any writing
contemplated by or made or delivered pursuant to or in connection with this
Agreement.

            (d) If and to the extent that the obligations of the Assignor under
this Section 10.01 are unenforceable for any reason, the Assignor hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

            10.02. Indemnity Obligations Secured by Collateral; Survival. Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of the Assignor contained in this Section 10 shall
continue in full force and effect notwithstanding the full payment of all
Obligations.

            SECTION 11. TERMINATION; RELEASE.

            Upon the occurrence of the Termination Date (as defined below), this
Agreement and the security interest created hereby shall terminate (provided
that all indemnities set forth herein including, without limitation, in Section
10 hereof shall survive any such termination), and the Escrow Agent, at the
request and expense of the Assignor, will execute and deliver to the Assignor a
proper instrument or instruments acknowledging the satisfaction and termination
of this Agreement, and will duly assign, transfer and deliver to the Assignor
(without recourse and without any representation or warranty) such of the
Collateral as has not theretofore been applied or released pursuant to this
Agreement, together with any monies at the time held by the Escrow Agent or any
of its sub-agents hereunder. As used in this Agreement, "Termination Date" shall
mean the that date upon the earlier of (i) the date upon which the Total
Commitment has been terminated, no Note is outstanding and all Obligations have
been paid in full and (ii) the date upon which the Assignor has paid all tax
liability arising from the sales of all Cookson Shares consummated during the
Interim Period and all proceeds in the Escrow Account required to be applied to
repay Loans and/or cash collateralize outstanding Letters of Credit, and to
reduce the Total Commitment, in each case pursuant to Section 4.02(g) of the
Credit Agreement have been so applied.
<PAGE>

                                                                         Annex A
                                                                          Page 9

            SECTION 12. MISCELLANEOUS.

            12.01. All of the covenants, warranties, undertakings and agreements
of the Assignor hereunder shall bind the Assignor and its successors or assigns
and shall inure to the benefit of the Escrow Agent, the other Secured Creditors
and their respective successors and assigns; provided that the Assignor may not
assign or transfer any of its rights or obligations hereunder.

            12.02. Any notice or other communication shall be given or made as
provided in the Credit Agreement.

            12.03. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.

            12.04. No failure to exercise, and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise of any right, power or privilege hereunder
preclude or require any other or future exercise thereof or the exercise of any
other right, power or privilege. All rights, powers and remedies granted to the
Escrow Agent hereunder and under all other agreements, instruments and documents
executed in connection with this Agreement shall be cumulative, may be exercised
singly or concurrently and shall not be exclusive of any rights or remedies
provided by law.

            12.05. The section headings used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

            12.06. In case any one or more of the provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect under any
law, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.

            12.07. This Agreement may be executed in any number of counterparts
each of which shall be an original, but all of which shall constitute one
instrument.

            12.08. None of the terms and conditions of this Agreement may be
waived, changed, modified or varied in any manner whatsoever unless in writing
duly signed by the Assignor and the Escrow Agent (acting at the direction of the
Required Lenders).

            12.09. The Escrow Agent will hold in accordance with this Agreement
all items of Collateral at any time received under this Agreement. It is
expressly understood and agreed that the obligations of the Escrow Agent as
holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement. The Escrow Agent shall act hereunder on
the terms and conditions set forth in Section 12 of the Credit Agreement.

                                      * * *

<PAGE>

                                                                         Annex A
                                                                         Page 10

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.

                                    THE ALPINE GROUP, INC.,
                                     as Assignor

                                    By:
                                       ----------------------------------
                                       Title:

                                    BANKERS TRUST COMPANY,
                                     as Escrow Agent

                                    By:
                                       ----------------------------------
                                       Title:
</TEXT>
</DOCUMENT>
