EXHIBIT 10.2
FOURTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT
THIS FOURTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Fourth
Amendment"), dated as of December 31, 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, a Second Amendment to Contingent Warrant Agreement
dated as of June 29, 2001 and a Third Amendment to Contingent Warrant Agreement
dated as of September 28, 2001 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided in this
Fourth 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, the two consecutive fiscal
quarters ended June 30, 2001, the two consecutive fiscal
quarters ended September 30, 2001 and the two consecutive
fiscal quarters ended December 31, 2001. Notwithstanding the
fact that the two fiscal quarters ended June 30, 2000, the two
fiscal quarters ended September 30, 2000, the two fiscal
quarters ended June 30, 2001, the two consecutive fiscal
quarters ended September 30, 2001 and the two consecutive
fiscal quarters ended December 31, 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 September 30, 2001 shall be included in the Company's
EBITDA Ratio for the Determination Period ended December 31,
2001, (iii) the quarter ended December 31, 2001 shall be
included in the Company's EBITDA Ratio for the Determination
Period ended March 31, 2002, (iv) each of the quarters ended
June 30, 2000, September 30, 2000, June 30, 2001, September
30,2001 and December 31, 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, the two
consecutive fiscal quarters ended June 30, 2001, the two
consecutive fiscal quarters ended September 30, 2001 and the
two consecutive fiscal quarters ended December 31, 2001.
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 Fourth
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 Lighting
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