AMENDED AND RESTATED CONDITIONAL
PLEDGE AGREEMENT AND ASSIGNMENT
Marker International ("Pledgor"), whose address is 0000 Xxxx Xxxxx, Xxxx Xxxx
Xxxx, Xxxx 00000 as an inducement to Bayerische Hypotheken -und Wechsel-Bank
Aktiengesellschaft, a banking corporation organized under the laws of the
Federal Republic of Germany, or any of its branches ("Bank"), to continue to
extend credit to Pledgor and to reduce the security held for such credit, hereby
agrees as follows:
WHEREAS, Pledgor entered a Pledge Agreement and Conditional Assignment
effective June 26, 1995 (the "Agreement"), in order to grant to Bank a security
interest in a time deposit (the "Collateral") in the amount of U.S. $3,500,000,
as an inducement to the Bank to grant Pledgor a term loan in the amount of DM
7,284,205.42 (the "Term Loan").
WHEREAS, Pledgor has requested Bank, and Bank has agreed, to release
$1,500,000 of the Collateral on the rollover date of December 27, 1996, and to
continue to hold as security for the existing Term Loan the remaining Collateral
in the amount of $2,000,000.
NOW, THEREFORE, Pledgor agrees, subject to the Bank's consent, to amend and
restate the Agreement, as follows:
A. In Line 2 of Parargraph 3, the words "nor shall Bank allow" are deleted and
the words "except with the Bank's prior written consent" are substituted in
their place.
B. All other terms of the Agreement are incorporated herein by reference, in
their entirety.
This Amendment shall be governed by the laws of the State of New York, as
applied to contracts to be performed wholly in that State.
Dates: as of December 18, 1996
Marker International, Pledgor
By: /s/Xxxx X. Xxxxxxx
---------------------------
Title: Vice President & CFO
Accepted and Agreed:
Bayerische Hypotheken -und Wechsel-Bank
Aktiengesellschaft, New York Branch
By:____________________________
Title:_________________________
By:____________________________
Title:_________________________
