Exhibit 10.26
SECOND 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"), including any
successor bank or branches thereof, to continue to extend credit to Pledgor,
hereby as follows:
WHEREAS, Pledgor entered a Pledge Agreement and Conditional Assignment
effective June 26, 1995, and an Amended and Restated Conditional Pledge
Agreement and Assignment dated as of December 18, 1996 (together, as amended
hereby, the "Agreement"), in order to grant to Bank a security interest in a
time deposit (the "Collateral") currently in the amount of U.S. $2,000,000, as
an inducement to the Bank to continue (the "Term Loan"): and
WHEREAS, Pledgor has requested Bank, and Bank has agreed, to reduce
the Term Loan to DEM 6,397,919.38 as of April 15, 1998, in accordance with the
Third Restated and Amended Promissory Note as of the same date, and to continue
to hold as security for the reduced Term Loan the remaining Collateral in the
amount of $2,000,000.
NOW, THEREFORE, Pledgor agrees, subject to the bank's consent, to
amend and restate the Agreement, as follows:
1. Paragraph 1 shall read in its entirety as follows:
"CONDITIONAL ASSIGNMENT AND SECURITY INTEREST. As security for
the payment when and as due of the Term Loan in the amount of
Six Million Three Hundred Ninety Seven Thousand Nine Hundred
Nineteen Deutsche Marks and Thirty Eight Pfennigs (DEM
6,397,919.38) referenced in the Bank's Third Restated and
Amended Promissory Note dated as of April 15, 1998 and all
interest and other sums due in connection therewith, and the
performance of all present and future obligations of Pledgor
for payment, reimbursement or other performance hereunder (the
loan, sum due and obligation being referred to herein as the
"Obligation"), Pledgor hereby conditionally assigns to Bank,
and hereby grants Bank a security interest in the time deposit
held in Pledgor's name Bayerische Hypotheken- und Wechsel-Bank
Aktiengesellchaft, including any successor bank, acting
through its New York Branch, in the current amount of Two
Million United States Dollars (US$ 2,000,000.00) as well as
such time deposits into which it may be rolled over, (all the
foregoing property and any part thereof being hereinafter
called ("Collateral"). The assignment made hereby, and the
security interest granted hereby, shall be continuing until
payment of the Obligation hereunder in full."
2. All other terms of the Agreement, to the extent not inconsistent
herewith, 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.
Dated: as of April 15, 1998
MARKER INTERNATIONAL, PLEDGOR
By: /S/ XXXX XXXXXXX
Title: EXECUTIVE VICE PRESIDENT
Accepted and Agreed:
Bayerische Hypotheken -und Wechsel - Bank
Aktiengesellschaft, New York Branch
By: /S/ X. XXXXXXX
Title: SENIOR VICE PRESIDENT
By: /S/ UVE RODDER
Title: VICE PRESIDENT
