EXHIBIT 10.1
THIRD AMENDMENT TO CONTINGENT WARRANT AGREEMENT
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THIS THIRD AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Third Amendment"),
dated as of September 28, 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 and a Second Amendment to Contingent Warrant
Agreement dated as of June 29, 2001 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as provided in this
Third 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 and the
two consecutive fiscal quarters ended September 30, 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 and the two consecutive fiscal quarters
ended September 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 September 30, 2001 shall be included in
the Company's EBITDA Ratio for the Determination Period ended December
31, 2001, (iii) each of the quarters ended June 30, 2000, September
30, 2000, June 30, 2001 and September 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, the two consecutive fiscal quarters ended June 30,
2001 and the two consecutive fiscal quarters ended September 30, 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 Third 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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