Series A Bonds
Extension Agreement
September 3, 1998
Xx. Xxxxxx Xxxxxxx
Chairman and President
Isomura Sangyo Kaisha Ltd.
Dear Eiichi:
This letter sets forth the agreement of Isomura Sangyo Kaisha Ltd. (the "Bond
Holder") to extend the payment terms on the Variable Rate A- I Bonds, Variable
Rate A-2 Bonds and Variable Rate A-3 Bond ("the Bonds") which it holds from
Marker International.
The extension of the Bonds is outlined in detail as follows:
Variable Rate A-1 Bonds ( the "A-1 Bonds")
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The A- I Bonds were issued in 6 certificate numbers and had an original
aggregate value of $8,000,000, of which $4,000,000 has been repaid. At the date
of this agreement the A-1 Bonds Certificate Number 5 for $2,000,000 has an
amended due date of October 1, 1998 and Certificate Number 6 for $2,000,000 has
an amended due date of October 1, 1999. Each of the two A-1 Bonds pay interest
at the Japanese Bank Rate as defined on the Bond Certificate.
This agreement extends the payment due dates of Certificate Number 5 for
$2,000,000 to October 1, 1999 and Certificate Number 6 for $2,000,000 to October
1, 2000.
Variable Rate A-2 Bonds ( the "A-2 Bonds")
------------------------------------------
The A-2 Bonds were issued in 4 certificate numbers and had an original aggregate
value of $10,000,000, of which $5,000,000 has been repaid. At the date of this
agreement the A-2 Bonds Certificate Number 3 for $2,500,000 has an amended due
date of December 16, 1998 and Certificate Number 4 for $2,500,000 has an amended
due date of December 16, 1999. Each of the two outstanding A-2 Bonds pay
interest at the Japanese Bank Rate plus 3% as defined on the Bond Certificate.
This agreement extends the payment due dates of Certificate Number 3 for
$2,500,000 to December 15, 1999, and Certificate Number 4 for $2,500,000 to
December 15, 2000.
Variable Rate A-3 Bond ( the "A-3 Bond")
----------------------------------------
The A-3 Bond was issued in I certificate and had an original value of
$1,000,000. At the date of this agreement the A-3 Bond Certificate Number I for
$1,000,000 has an amended due date of December 16, 1999. The A-3 Bond pays
interest at the Japanese Bank Rate plus 3% as defined on the Bond Certificate.
Page 2
Bond Extension Agreement
This agreement extends the payment due dates of the A-3 Bond, Certificate Number
I for $1,000,000 to December 16, 2001.
Upon demand of the Bond Holder, the Bonds may be converted from United States
dollar denominated bonds to Japanese yen denominated bonds (the "Bond
Conversion"). The Bond Holder must notify Marker International to enable Marker
International to secure foreign exchange contract to enable Marker International
to convert Untied States dollars to Japanese yen at the scheduled maturity of
the Bonds.
The interest rate for the Bonds shall reflect the Bond Conversion, in that the
rate of interest paid on the Bonds shall be adjusted to reflect the Japanese yen
borrowing rate (the "Japanese Yen Bank Rate") not the current Japanese Bank Rate
as defined on the Bonds. The A-2 Bonds and the A-3 Bond shall continue to
include a 3% premium over the Japanese Yen Bank Rate.
Each of the Bonds shall accrue interest at the defined rate on the outstanding
principal amount of the Bonds. Marker International shall pay interest to the
Bond Holder semi-annually of $125,000 ("the Interest Payment"). Such Interest
Payment by Marker International shall be applied to the accrued interest on the
Bonds pro-rata to the amount of interest accrued on the Bonds. In as much as the
Interest Payment made by Marker International is less than the accrued interest
on the applicable bond, the remaining accrued but unpaid interest shall become
due and payable only upon the payment of the principal amount of the applicable
bond. In as much as the Interest Payment made by Marker International is more
than the accrued interest on the applicable bond, the excess interest shall be
applied to pro-rata to the to the 3% premium on the A-2 Bonds and the A-3 Bond.
Except as specifically set forth herein, the terms of the Bonds remain
unchanged.
If this letter is consistent with your understanding of our arrangement, please
indicate by signing this agreement in the space provided below whereupon this
letter shall be an agreement between us.
Sincerely,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Executive Vice President
Marker International
Agreed to: /s/ Xxxxxx Xxxxxxx Agreed to: /s/ Xxxx X. Xxxxxxx
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Xxxxxx Xxxxxxx Xxxx X.Xxxxxxx
Isomura Sangyo Kaisha Ltd. Xxxx International
Date: September 4, 1998 Date: September 4, 1998
