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EXHIBIT 10.57
AMENDMENT TO GERMAN PLEDGE AGREEMENT
AMENDMENT TO GERMAN PLEDGE AGREEMENT (this "Agreement"), dated as
of April 29, 1998, by and between DECORA INDUSTRIES, INC., a Delaware
corporation ("Pledgor"), and UNITED STATES TRUST COMPANY OF NEW YORK (together
with any successors or assigns, the "Trustee"), in its capacity as trustee under
the Indenture (as hereinafter defined).
WHEREAS, Pledgor, Decora, Incorporated, a Delaware corporation
("Decora"), and the Trustee have entered into an indenture, dated as of the date
hereof (the "Indenture"), pursuant to which the Pledgor's 11% Senior Secured
Notes due 2005 (the "Notes") will be issued concurrently herewith;
WHEREAS, Pledgor and the Trustee have entered into a pledge
agreement (the "Pledge Agreement") relating to a pledge by Pledgor of 65% of its
shares in Decora Industries Deutschland GmbH ("GmbH") (terms defined in the
Pledge Agreement but not defined herein have the meanings given to them in the
Pledge Agreement);
WHEREAS, In the interest of time, the Pledge Agreement was
notarized by a public notary in Germany before the closing of the offering of
the Notes;
WHEREAS, Pledgor and the Trustee wish to make the following
changes to the notarized Pledge Agreement before ratifying the notarization of
the Pledge Agreement;
NOW, THEREFORE, Pledgor and the Trustee agree as follows:
1. Collateral. Pledgor and the Trustee agree that, for the
avoidance of doubt, the Share (as defined in the Pledge Agreement) and the
rights relating thereto set forth under Section 1(2) of the Pledge Agreement
shall constitute Collateral under the Indenture.
2. Issuer Acknowledgment. Pledge agrees to cause GmbH to execute
and deliver to the Trustee the acknowledgment attached hereto in the form of
Exhibit 1.
3. Conforming Changes to Pledge Agreement. Pledgor and the
Trustee agree to enter into such additional agreements governed by German law
and to do such things (including, to the extent necessary, notarization of any
such additional agree-
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ments) as are necessary to effect and make valid the changes contained herein.
4. Termination; Release. When all of the Secured Obligations have
been paid in full, this Agreement shall terminate. Upon termination of this
Agreement and the other Security Documents or any release of Collateral in
accordance with the provisions of the Indenture, the Trustee shall, upon the
request and at the sole cost and the expense of Pledgor, forthwith assign,
transfer and deliver to Pledgor against receipt and without express or implied
recourse to or warranty by the Trustee, such of the Collateral to be released as
may be in possession of the Trustee and as shall not have been sold or otherwise
applied pursuant to the terms hereof, and proper instruments acknowledging the
termination of this Agreement and the other Security Documents or the release of
such Collateral, as the case may be.
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IN WITNESS WHEREOF, Pledgor and the Trustee have executed this
Agreement as of the day and year first above written.
DECORA INDUSTRIES, INC.
By: ____________________________
Name:
Title:
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: ____________________________
Name:
Title:
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EXHIBIT 1
Form of Issuer Acknowledgment
The undersigned hereby (i) acknowledges receipt of a copy of the
Pledge Agreement (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Pledge Agreement"; capitalized terms used
herein but not defined herein have the meanings given such terms in the Pledge
Agreement), dated as of April 29, 1998, between Decora Industries, Inc. (the
"Pledgor") and United States Trust Company of New York, as Trustee ("Trustee"),
(ii) agrees promptly to note on its books the security interests granted and
confirmed under the Agreement, (iii) agrees that it will comply with
instructions of Trustee with respect to the applicable Collateral without
further consent by applicable Pledgor, (iv) agrees to notify Trustee upon
obtaining knowledge of any interest in favor of any Person in the applicable
Collateral that is adverse to the interest of Trustee therein and (v) waives any
right or requirement at any time hereafter to receive a copy of the Pledge
Agreement in connection with the registration of any Collateral thereunder in
the name of Trustee or its nominee or the exercise of voting rights by Trustee
or its nominee.
DECORA INDUSTRIES DEUTSCHLAND GMBH
By: ________________________________
Name:
Title:
