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EXHIBIT 10.2
AMENDMENT TO CONTINGENT WARRANT AGREEMENT
THIS AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Agreement"), dated as
of August 31, 2000 is among Advanced Lighting Technologies, Inc., an Ohio
corporation (the "Company"), General Electric Company, a New York corporation
("Purchaser"), Wayne R. Hellman ("Hellman"), Hellman, Ltd., an Ohio limited
liability company ("Hellman Ltd."), Wayne R. Hellman, as voting trustee under
Voting Trust Agreement dated October 10, 1995, Alan J. Ruud ("Ruud"), and Alan
J. Ruud, as voting trustee under Voting Trust Agreement dated January 2, 1998.
WHEREAS, the parties entered into a Contingent Warrant Agreement (the
"Agreement") dated September 30, 1999; and
WHEREAS, the parties desire to amend the Agreement as provided in this
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") other than the two consecutive fiscal
quarters ended June 30, 2000 and the two consecutive fiscal
quarters ending September 30, 2000, neither of which shall be
a "Determination Period" for purposes of this Agreement, to be
less than the Required Ratio. Notwithstanding the fact that
the two fiscal quarters ended June 30, 2000 and the two fiscal
quarters ending September 30, 2000 do not constitute
Determination Periods, (i) the quarter ending September 30,
2000 shall be included in the Company's EBITDA Ratio for the
Determination Period ending December 31, 2000, (ii) each of
the quarters ended June 30, 2000 and September 30, 2000 shall
be a fiscal quarter for purposes of Section 2.2e of this
Agreement, and (iii) 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 and the two consecutive fiscal quarters ending
September 30, 2000.
2. All other provisions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, partes hereto have each caused this 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/ Wayne R. Hellman
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Name: Wayne R. Hellman
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Title: Chief Executive Officer
/s/ Wayne R. Hellman
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Wayne R. Hellman
/s/ Wayne R. Hellman
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Wayne R. Hellman, as voting trustee
under Voting Trust Agreement dated
October 10, 1995, as amended
HELLMAN LTD.
By: /s/ Wayne R. Hellman
---------------------------------
Its: Managing Member
/s/ Alan J. Ruud
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Alan J. Ruud
/s/ Alan J. Ruud
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Alan J. Ruud, as voting trustee under
Voting Trust Agreement dated
January 2, 1998, as amended
PURCHASER:
GENERAL ELECTRIC COMPANY
By: /s/ R. M. Jackson, Jr.
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Name: R. M. Jackson, Jr.
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Title: VP, General Counsel GE Lighting
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