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Exhibit 10.24
SECOND AMENDMENT TO CONTINGENT WARRANT AGREEMENT
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THIS SECOND AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Second
Amendment"), dated as of June 29, 2001 is among Advanced Lighting Technologies,
Inc., an Ohio corporation (the "Company"), General Electric Company, a New York
corporation ("Purchaser"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇, Ltd., an Ohio
limited liability company ("▇▇▇▇▇▇▇ Ltd."), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as voting trustee
under Voting Trust Agreement dated October 10, 1995, ▇▇▇▇ ▇. ▇▇▇▇ ("Ruud"), and
▇▇▇▇ ▇. ▇▇▇▇, as voting trustee under Voting Trust Agreement dated January 2,
1998.
WHEREAS, the parties entered into a Contingent Warrant Agreement dated
September 30, 1999, as amended by an Amendment to Contingent Warrant Agreement
dated as of August 31, 2000 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided in this
Second Amendment;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, agree as follows:
1. The Section 2.2a of the Agreement is hereby amended to read
in its entirety as follows:
a. The Company shall not permit the average of the Company's
EBITDA Ratio for any two consecutive fiscal quarters,
commencing with the average for the fiscal quarters ending
September 30, 1999 and December 31, 1999, and continuing each
fiscal quarter thereafter (each, a "Determination Period") to
be less than the Required Ratio. The following periods, which
would otherwise be "Determination Periods" for the purpose of
this Agreement, will not be considered "Determination
Periods": the two consecutive fiscal quarters ended June 30,
2000, the two consecutive fiscal quarters ended September 30,
2000 and the two consecutive fiscal quarters ended June 30,
2001. Notwithstanding the fact that the two fiscal quarters
ended June 30, 2000, the two fiscal quarters ended September
30, 2000 and the two fiscal quarters ended June 30, 2001 do
not constitute Determination Periods, (i) the quarter ended
September 30, 2000 shall be included in the Company's EBITDA
Ratio for the Determination Period ended December 31, 2000,
(ii) the quarter ended June 30, 2001 shall be included in the
Company's EBITDA Ratio for the Determination Period ended
September 30, 2001, (iii) each of the quarters ended June 30,
2000, September 30, 2000 and June 30, 2001 shall be a fiscal
quarter for purposes of Section 2.2e of this Agreement, and
(iv) the Company shall be required to furnish to Purchaser the
report described in Section 2.2f of this Agreement for the two
consecutive fiscal quarters ended June 30, 2000, the two
consecutive fiscal quarters ended September 30, 2000 and the
two consecutive fiscal quarters ended June 30, 2001.
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2. All other provisions of the Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, parties hereto have each caused this Second
Amendment to be executed in the name and on behalf of each of them one of their
respective officers thereunto duly authorized, as of the date first above
written.
THE COMPANY:
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chief Financial Officer
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as voting trustee under
Voting Trust Agreement dated October 10, 1995,
as amended
▇▇▇▇▇▇▇ LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Managing Member
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/s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, as voting trustee under Voting Trust
Agreement dated January 2, 1998, as amended
PURCHASER:
GENERAL ELECTRIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: President & CEO GE LTG.
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