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LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of
October 8, 1998, by and between ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio
corporation with its offices at 0000 Xxxx Xxxxxx Xxxx, Xxxxx Xxx, Xxxxxxxxx,
Xxxx 00000 ("Lender") and XXXXX X. XXXXXXX, an individual residing at 0000 Xxxx
Xxxx, Xxxxxxx Xxxxx, Xxxx 00000 ("Borrower").
BACKGROUND
A. Borrower is the Chief Executive Officer and Chairman of Lender.
B. Borrower owns approximately ten percent (10%) of Lender's issued
and outstanding capital stock (the "Margin Shares").
C. The Margin Shares are pledged as collateral to Prudential
Securities Incorporated (the "Margin Lender") to secure a loan from the Margin
Lender which as of October 6, 1998 is in the amount of Fifteen Million Forty
Nine Thousand One Hundred Ninety Five Dollars ($15,049,195) (the "Margin
Loan").
D. Pursuant to Borrower's agreement with the Margin Lender, at October
6, 1998 the Margin Loan was under collateralized by Eight Million Three Hundred
Twenty Seven Thousand Three Hundred Thirteen Dollars ($8,327,313) (the "Margin
Deficit").
E. The Margin Loan must be reduced by the Margin Deficit in order to
prevent the Margin Lender from liquidating the Margin Shares.
F. Upon reports from its advisors and after discussion, Lender's
disinterested directors have determined that it is in the best interests of
Lender to prevent the liquidation of the Margin Shares in order to avoid the
adverse effect on Lender's stock price that is likely to result from the sale
of the Margin Shares in the market, and to avoid causing Borrower serious
financial stress which would adversely affect the operation and management of
Lender.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the agreements made
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lender and Borrower agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. USE OF DEFINED TERMS. In addition to the words and terms
defined elsewhere in this Agreement or by reference to the Security Documents
or other instruments, the words and terms set forth in Section 1.2 shall have
the meanings therein set forth unless the context or use expressly indicates
different meaning or intent. Such definitions shall be equally applicable to
both the singular and plural forms, and the masculine, feminine and neuter
forms of any of the words and terms therein defined.
SECTION 1.2. DEFINITIONS. As used herein:
"Affiliate" and "Associate" means those persons that are affiliates
and associates as defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 as presently in effect.
"Agreement" means this Loan Agreement, as from time to time amended or
supplemented.
"Closing Date" means the date of execution and delivery of the Loan
Documents.
"Collateral" means the property identified in EXHIBIT 1.2-A, but
specifically excludes the Margin Shares.
"Event of Default" means any of the events described as an event of
default in Section 5.1 hereof.
"Loan" means the loan by Lender to Borrower in the total sum of the
Loan Amount, to be disbursed pursuant to Section 3.8 hereof.
"Loan Amount" means Nine Million Dollars ($9,000,000).
"Loan Documents" means this Agreement and all other agreements,
certificates, instruments and other documents required by Lender to evidence or
secure, or delivered in connection with the consummation of, the Loan, as such
documents may be amended or supplemented from time to time.
"Mortgage" means each Mortgage on the Realty (defined herein) dated as
of even date herewith from Borrower to Lender, as amended or supplemented from
time to time.
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"Note" means the Secured Promissory Note, as executed in the form
attached hereto as EXHIBIT 1.2-B, evidencing the obligation of Borrower to
repay the Loan and any replacement or substitute instrument.
"Note Payment" means all required payments under the Note.
"Notice Address" means as to Lender and Borrower, the addresses first
set forth at the beginning hereof, or such additional or different address,
notice of which is given under Section 6.2 hereof.
"Person" means an individual, a partnership, a corporation, a business
trust, a joint stock company, a trust, an unincorporated association, a joint
venture, a governmental authority or any other entity of whatever nature.
"Security Documents" means, collectively, the documents identified in
EXHIBIT 1.2-C.
"Title Company" means such title companies as utilized by Lender in
connection herewith.
"UCC Financing Statements" means all financing statements filed to
perfect the security interests created under the Security Documents.
ARTICLE II
REPRESENTATIONS
SECTION 2.1. REPRESENTATIONS WITH RESPECT TO BORROWER. Borrower
hereby represents and warrants that:
(a) Borrower is an individual residing at the Notice Address.
(b) Borrower has full power and authority to execute and deliver the
Loan Documents and to carry out the transactions contemplated thereunder. Such
execution, delivery and performance do not, and will not, violate any provision
of law applicable to Borrower, and do not, and will not, conflict with or
result in a default under any agreement or instrument to which Borrower is a
party or by which Borrower or any of his property or assets is or may be bound.
The Loan Documents have been duly executed and delivered by Borrower, and all
necessary actions have been taken to constitute the Loan Documents legal as
valid and binding obligations of Borrower in accordance with their respective
terms.
(c) The Loan is required to prevent forfeiture of the Margin Loan, and
the Margin Lender's execution on the Margin Shares.
(d) There are no actions, suits or proceedings pending or threatened
against or affecting Borrower or any of his property or assets which, if
adversely determined, would individually or in the aggregate materially impair
the ability of Borrower to perform any of his obligations under the Loan or
would adversely affect the financial condition of Borrower.
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(e) Except for the Margin Loan, Borrower is not in default under any
agreement with any Person, or in the payment of any indebtedness for borrowed
money or under any agreement or instrument evidencing any such indebtedness,
and no event has occurred which, by notice, the passage of time or otherwise,
would constitute any such default.
(f) Except as set forth in SCHEDULE 2.2(f), Borrower has made no
contract or arrangement of any kind, other than the Loan Documents, which has
given rise to, or the performance of which by the other party thereto would
give rise to, a lien or claim of lien on the Collateral.
(g) No representation or warranty of Borrower contained in any of the
Loan Documents, and no statement contained in any certificate, schedule, list,
financial statement or other instrument furnished by or on behalf of Borrower
to Lender contains any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading.
(h) All proceeds of the Loan shall be used for the payment of the
Margin Deficit to the Margin Lender. No part of any such proceeds shall be paid
to or retained by Borrower.
(i) Except as disclosed in SCHEDULE 2.2(j), Borrower has good and
marketable title in fee simple to the Collateral, subject in all cases to no
lien, charge, easement, condition, restriction or encumbrance except as created
by the Loan Documents.
(j) To the knowledge of Borrower:
(A) the real property included in the Collateral (the
"Realty") does not currently contain and is not presently contaminated by any
hazardous substance, hazardous wastes, toxic substance or other material
substance or waste in violation of any environmental laws;
(B) (i) There are no visible signs of releases, spills,
discharges, leaks or disposal (collectively referred to as "Releases") of
hazardous substances at, upon, under or within the Realty; and (ii) there are
no underground storage tanks or polychlorinated biphenyls on the Realty;
(C) the Realty is not currently threatened by any activity
involving directly, or indirectly, the use, generation, treatment, storage or
disposal of any hazardous substance, hazardous wastes, toxic substance or other
material substance or waste, the exposure to which is prohibited, limited or
otherwise regulated by any environmental laws; and
(D) no "clean-up" of the Realty has occurred pursuant to any
applicable federal or state environmental laws.
(k) After giving effect to the transactions contemplated by the Loan
Documents, Borrower will be solvent, and able to pay his debts as they mature.
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(l) EXHIBIT 2.2-l sets forth all amounts currently owed by Borrower on
the Margin Loan, the current amount of the Margin Deficit, and the collateral
securing the Margin Loan, including the Margin Shares. Borrower has delivered
to Lender true and complete copies of all agreements, documents and other
instruments which relate in any way to the Margin Loan.
(m) Except as set forth in EXHIBIT 2.2-m, Borrower holds his property
in his own name, not in the name of any trusts, Associates or Affiliates.
All representations and warranties contained in, or made in connection with,
this Agreement and the other Loan Documents shall survive the Closing Date and
the disbursement of the Loan and shall not be limited or otherwise affected by
any and all inspections, investigations, reviews or other inquiries (including,
without limitation, any investigation or review contemplated in Section 3.3)
made or other actions taken by Lender or any of its agents, representatives and
designees or any other person assisting any of the foregoing or acting for or
on behalf of Lender in connection with the Loan Documents or the consummation
of the Loan.
ARTICLE III
LOAN; CONDITIONS TO CLOSING
SECTION 3.1. LOAN AND REPAYMENT. On the terms and conditions of this
Agreement, Lender shall lend to Borrower the Loan Amount for payment on the
Margin Loan. The Loan shall be evidenced by this Agreement and the Note and
secured by the Security Documents and other Loan Documents, as applicable.
Those instruments shall be executed and delivered by Borrower to Lender
concurrently (or after in Lender's discretion) with the execution and delivery
of this Agreement and the delivery of all other documents and the satisfaction
of all other closing conditions required by this Agreement. Arrangements
satisfactory to Lender for the filing and recording of the Security Documents
and other Loan Documents evidencing or securing the Loan, which are to be
recorded, shall be made, or such instruments may be filed for record prior to
or after the disbursement of the Loan, if deemed appropriate by Lender. The
Loan shall be disbursed on the Closing Date pursuant to Section 3.8 hereof upon
the satisfaction of the conditions set forth in Section 3.6 hereof.
The terms of repayment of the Loan shall be as set forth in the Note,
and Borrower shall make all payments required to be made under the Note as and
when due.
SECTION 3.2. INTENTIONALLY LEFT BLANK.
SECTION 3.3. INSPECTIONS. In connection with the consummation of the
Loan Lender may inspect or otherwise reviewing the Collateral or Borrower's
assets. No such inspection and review shall impose any responsibility or
liability of any nature upon Lender, its agents, representatives or designees
or, without limitation, carry any warranty or representation as to the
Collateral.
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SECTION 3.4. BORROWER REQUIRED TO PAY MARGIN CALLS. In the event that
the proceeds of the Loan are not sufficient to pay the Margin Deficit, or the
Margin Loan again becomes under collateralized, Borrower will, irrespective of
the cause of such deficiency, pay all margin calls on the Margin Loan in order
to prevent Margin Lender from executing on the Margin Shares.
SECTION 3.5. INTENTIONALLY LEFT BLANK.
SECTION 3.6. CONDITIONS TO DISBURSEMENT. The disbursement of the Loan
shall be made on the Closing Date, provided Lender shall have received the
following on or before the Closing Date (Lender may disburse the Loan prior to
receiving any of these items or the fulfillment of any condition hereof, or
prior to the attachment of any schedule or exhibit hereto, and in such event
Borrower shall promptly provide the required item, fulfill the condition and
deliver the required schedules and exhibits after the disbursement of the
Loan):
(a) the duly executed Note;
(b) the duly executed Security Documents;
(c) duly executed financing statements to evidence and perfect the
security interests created by the Security Documents and delivery of all
Collateral which is required to be possessed by Lender to perfect its security
interest therein;
(d) a paid American Land Title Association loan policy of title
insurance issued by the Title Company, in the Loan Amount, insuring Lender's
interest created by the Security Documents at the level of priority therein
stated to be a valid lien on the Realty (including all appurtenances thereto)
free and clear of all defects and encumbrances except as created by the Loan
Documents, or as disclosed in such policy, with such endorsements as Lender may
require, which policy shall contain:
(i) no survey exception not theretofore approved by Lender;
(ii) affirmative insurance coverage regarding access,
compliance with respect to restrictive covenants and any other matters to which
Lender may have objection or require affirmative insurance coverage;
(e) If the disbursement date differs from the Closing date, a
certificate of Borrower that his (i) representations and warranties made in the
Loan Documents remain true, accurate and complete as of the disbursement date,
and (ii) no default or event which, by notice, the passage of time or
otherwise, would constitute a default exists under any of the Loan Documents;
(f) an opinion of Borrower's counsel, in form satisfactory to Lender's
counsel;
(g) such other certifications, documents or opinions as Lender may
reasonably request; and
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(h) execution of the amendment to employment agreement provided for in
Section 4.1.
SECTION 3.7. INTENTIONALLY LEFT BLANK.
SECTION 3.8. DISBURSEMENT OF LOAN. Lender shall disburse the Loan by
delivering funds in the Loan Amount to the Margin Lender on the Closing Date
for application to the Margin Loan on Borrower's account.
SECTION 3.9. PAYMENT OF COSTS; INDEMNIFICATION . Borrower shall pay
all costs incident to the Loan, including recording and title fees, title
examination and insurance fees, escrow fees, all costs and expenses incurred by
Lender and the fees and expenses of the counsel, accountants and other
consultants, assisting in this matter at the request of Lender or its
representatives. Borrower shall defend, indemnify and hold Lender and its
directors, officers, and its and their attorneys harmless against any and all
loss, cost, expense, claims, damages or actions arising out of or connected
with the Loan, or execution and delivery of this Agreement or any other Loan
Documents and the preparation of documents relating to the disbursement of the
Loan. The provisions of this Section shall survive the termination of this
Agreement.
ARTICLE IV
ADDITIONAL COVENANTS AND AGREEMENTS
SECTION 4.1. EMPLOYMENT. Borrower and Lender hereby agree that the
term of Borrower's Employment Agreement with Lender will be extended to
December 31, 2003, and such agreement will be amended by separate agreement.
SECTION 4.2. AFFIRMATIVE COVENANTS OF BORROWER. Throughout the term
of this Agreement, Borrower shall:
(a) Taxes and Assessments. Pay and discharge promptly, when due and
payable, all taxes, assessments and governmental charges or levies imposed upon
him, his income or any of his property, or upon any part thereof, as well as
all claims of any kind which, if unpaid, might by law become a lien or charge
upon any of his property, other than taxes, assessments and claims being
contested in good faith by appropriate proceedings.
(b) Maintain Property. Maintain and keep the Collateral in good
repair, working order and condition, ordinary wear and tear excepted, and from
time to time make all repairs, renewals and replacements which are necessary
and proper in furtherance thereof.
(c) Maintain Insurance. Keep all of Borrower's insurable property
insured against loss or damage by fire and other risks, maintain public
liability insurance against claims for personal injury, death or property
damage suffered by others upon, in or about any and all premises owned or
occupied by Borrower; and maintain all insurance for which provision has been
made in this subsection (c) shall be maintained against such risks and in at
least such amounts as such insurance as required in the Security Documents, and
all insurance
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herein provided for shall be effected and maintained in force under a policy or
policies issued by insurers of recognized responsibility. Lender shall be named
as an additional insured and loss payee on all such insurance, and certificates
of insurance with such designations shall be provided to Lender and shall
provide that no insurance shall be canceled or reduced without providing Lender
with at least thirty (30) days prior notice.
(d) Furnish Information. Furnish to Lender such information on
Borrower and his assets and liabilities as Lender from time to time requests.
(e) Deliver Notice. Forthwith upon learning of any of the following,
deliver written notice thereof to Lender, describing the same and the steps
being taken by Borrower with respect thereto:
(i) the occurrence of an Event of Default or an event or
circumstance which would constitute an Event of Default, but for the
requirement that notice be given or time elapse or both, or
(ii) any action, suit or proceeding by or against Borrower at
law or in equity, or before any governmental instrumentality or agency,
instituted or threatened which, if adversely determined, would materially
impair the right or ability of Borrower to perform his obligations hereunder.
SECTION 4.3. ENVIRONMENTAL MATTERS. Throughout the term of this
Agreement, Borrower agrees that Borrower shall ensure that the Realty remains
in compliance with all environmental laws and will not place or permit to be
placed any hazardous or toxic substances or hazardous waste on the Realty.
SECTION 4.4. NEGATIVE COVENANTS OF BORROWER. Throughout the term of
this Agreement, Borrower agrees that he shall not:
(a) sell, transfer or otherwise dispose of any of the Collateral
without Lender's written consent;
(b) enter into any agreement containing any provision which would be
violated or breached by the performance of its obligations hereunder or under
any instrument or document delivered or to be delivered by it hereunder or in
connection herewith;
(c) pledge, assign, transfer, hypothecate or in any manner encumber
any of the Collateral; or
(d) pledge, assign, transfer, hypothecate or in any manner encumber
any of the Margin Stock, other than under the Margin Loan or with Lender's
written consent to satisfy the Loan.
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ARTICLE V
EVENTS OF DEFAULT AND REMEDIES; TERMINATION
SECTION 5.1. EVENTS OF DEFAULT. Each of the following shall be an
"Event of Default":
(a) Borrower shall fail to pay any amount payable under the Note or
pursuant to this Agreement, the Security Documents or any other Loan Document
on the date on which such payment is due and payable;
(b) Borrower shall fail to observe and perform any agreement, term or
condition contained in this Agreement, the Security Documents or any other Loan
Document and such failure continues uncured for a period of thirty (30) days
after written notice of such default, or for such longer period to which Lender
may agree in writing;
(c) Any representation or warranty made by Borrower herein or in any
other Loan Documents, or in connection herewith or therewith shall prove to
have been incorrect in any material respect when made;
(d) Borrower shall fail to pay any of his indebtedness for borrowed
money, or any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, by acceleration, on demand or otherwise) and
such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such indebtedness; or any
other default under any agreement or instrument relating to any such
indebtedness, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such default or event is to accelerate, or to permit the
acceleration of, the maturity of such indebtedness; or any such indebtedness
shall be declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment), prior to the stated maturity
thereof;
(e) Borrower commences a voluntary case concerning it under any title
of the United States Code entitled "Bankruptcy" as now or hereafter in effect,
or any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against Borrower under the Bankruptcy Code, and relief is ordered
against Borrower or the petition, though controverted, is not dismissed within
forty-five (45) days after the commencement of the case; or Borrower is not
generally paying its debts as such debts become due; or a custodian (as defined
in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of Borrower; or Borrower commences any other
proceeding under any reorganization, arrangement, readjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction, whether now or hereafter in effect, or there is commenced against
Borrower any such proceeding which remains undismissed for a period of sixty
(60) days; or Borrower is adjudicated insolvent or bankrupt; or Borrower fails
to controvert in a timely manner any such case under the Bankruptcy Code or any
such proceeding or any order of relief or other order approving any such case
or proceeding or in the appointment of any custodian or the like of or for it
or any substantial part of its property or suffers any such appointment to
continue undischarged or unstayed for a period of forty-five (45) days; or
Borrower makes a general
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assignment for the benefit of creditors; or any action is taken by Borrower for
the purpose of effecting any of the foregoing; or a receiver or trustee or any
other officer or representative of the court or of creditors, or any court,
governmental officer or agency, shall, under color of legal authority, take and
hold possession of any substantial part of the property or assets of Borrower
for a period in excess of forty-five days;
(f) A judgment or order for the payment of money in excess of Ten
Thousand Dollars ($10,000.00) shall be rendered against Borrower and either (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of thirty (30) consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or
(g) Borrower transfers any of the Margin Stock without Lender's
written consent.
SECTION 5.2. REMEDIES ON DEFAULT. Whenever an Event of Default shall
have occurred and be subsisting, any one or more of the following remedial
steps may be taken:
(a) If the Loan has not been disbursed, Lender may terminate any and
all of its obligations under this Agreement;
(b) Lender may declare all payments under the Note to be immediately
due and payable, whereupon the same shall become immediately due and payable;
(c) Lender may posses the Collateral; and
(d) Lender may pursue all or any combination of the remedies specified
in this Agreement, the Security Documents, the Note or any other Loan Document,
or which now or hereafter exist in statute, at law or in equity, to collect all
amounts then due and thereafter to become due under this Agreement, the
Security Documents, the Note or any other Loan Document, or to enforce the
performance and observance of any other obligation or agreement of Borrower
under the Loan Documents.
SECTION 5.3. NO REMEDY EXCLUSIVE. No remedy conferred upon or
reserved to Lender by this Agreement is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement, each other Loan Document, or now or hereafter existing at law, in
equity or by statute. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle
Lender to exercise any remedy reserved to it in this Article, it shall not be
necessary to give any notice, other than such notice as may be expressly
provided for herein or required by law.
SECTION 5.4. AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES . If an
Event of Default shall occur and Lender should incur expenses, including
attorneys' fees, in connection with the enforcement of this Agreement or any
other Loan Document, or the collection of sums due thereunder, Borrower shall
reimburse Lender for the expenses so
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incurred upon demand. If any such expenses are not so reimbursed, the amount
thereof, together with interest thereon from the date of demand for payment at
the Interest Rate (as defined in the Security Documents), shall constitute
indebtedness secured by the Security Documents, and in any action brought to
collect such indebtedness or to foreclose or enforce the Security Documents,
Lender shall be entitled to seek the recovery of such expenses in such action.
SECTION 5.5. NO WAIVER. No failure by Lender to insist upon the
strict performance by Borrower of any provision hereof shall constitute a
waiver of his right to strict performance, and no express waiver shall be
deemed to apply to any other existing or subsequent right to enforce the
failure by Borrower to observe or comply with any provision hereof.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. TERM OF AGREEMENT. This Agreement shall be and remain in
full force and effect from the date of its delivery until (a) the termination
of this Agreement pursuant to the terms hereof or (b) such time as the Loan
shall have been fully and indefeasably repaid and all other sums payable by
Borrower under this Agreement, the Security Documents, the Note and the other
Loan Documents shall have been paid.
SECTION 6.2. NOTICES. All notices, certificates, requests or other
communications hereunder shall be in writing and shall be deemed to be
sufficiently given when mailed by registered or certified mail, postage
prepaid, and addressed to the appropriate Notice Address. Borrower or Lender
may, by notice given hereunder, designate any further or different addresses to
which subsequent notices, certificates, requests or other communications shall
be sent.
SECTION 6.3. EXTENT OF COVENANTS OF LENDER; NO PERSONAL LIABILITY.
All covenants, obligations and agreements of Lender contained in this Agreement
shall be effective only to the extent authorized and permitted by applicable
law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any director, officer or agent of Lender,
and no such Person shall be personally liable or in any way personally
obligated by reason hereof.
SECTION 6.4. BINDING EFFECT. This Agreement shall inure to the
benefit of, and shall be binding in accordance with its terms upon, Lender and
its successors and assigns, and on Borrower and his heirs, estate, executors,
administrators and personal representatives.
SECTION 6.5. AMENDMENTS AND SUPPLEMENTS. This Agreement may not be
amended or supplemented except by an instrument in writing executed by Lender
and Borrower.
SECTION 6.6. EXECUTION COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be regarded as an original,
and all of which shall constitute but one and the same instrument.
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SECTION 6.7. SEVERABILITY. If any provision of this Agreement, or any
covenant, obligation or agreement contained herein is determined by a court to
be invalid or unenforceable, such determination shall not affect any other
provision, covenant, obligation or agreement, each of which shall be construed
and enforced as if such invalid or unenforceable portion were not contained
herein. Such invalidity or unenforceability shall not affect any valid and
enforceable application thereof, and each such provision, covenant, obligation
or agreement, shall be deemed to be effective, operative, made, entered into or
taken in the manner and to the full extent permitted by law.
SECTION 6.8. CAPTIONS. The captions and headings in this Agreement
shall be solely for convenience of reference and shall in no way define, limit
or describe the scope or intent of any provisions or Sections of this
Agreement.
SECTION 6.9. GOVERNING LAW. This Agreement shall be deemed to be a
contract made under the laws of the state of Ohio and for all purposes shall be
governed by and construed in accordance with the laws of Ohio without regard to
conflict of laws principals.
IN WITNESS WHEREOF, this Agreement has been executed and delivered all
as of the date hereinbefore written.
LENDER:
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: ____________________________________
Its: ___________________________________
BORROWER:
________________________________________
Xxxxx X. Xxxxxxx
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