EXHIBIT 4.8
SUPPLEMENT TO WARRANT AGREEMENT
THIS SUPPLEMENT TO WARRANT AGREEMENT ( this "Supplement") is made and
entered into as of August 31, 1999, by and among VARI-LITE INTERNATIONAL, INC.,
a Delaware corporation (the "Company") that is the successor by merger to
Vari-Lite International, Inc., a Texas corporation, XXXXX BROTHERS XXXXXXXX &
CO., THE FIRST NATIONAL BANK OF CHICAGO (as successor to NBD Bank), SUNTRUST
BANK, ATLANTA, COMERICA BANK-TEXAS (collectively, the "Initial Holders"), and
CHASE BANK OF TEXAS, N.A. ("CBT").
W I T N E S S E T H:
WHEREAS, Vari-Lite International, Inc., a Texas corporation, and the
Initial Holders entered into a certain Warrant Agreement dated as of July 31,
1996 (the "Warrant Agreement"), pursuant to which Vari-Lite International, Inc.
issued to the Initial Holders common stock purchase warrants (the "Initial
Warrants") in respect of the Class B Common Stock of Vari-Lite International,
Inc.;
WHEREAS, the Company is the successor by merger to Vari-Lite
International, Inc., a Texas corporation and, as a result of such merger
transaction, the Initial Warrants now represent the rights of the Initial
Holders to purchase shares of the Common Stock of the Company;
WHEREAS, in consideration of the Initial Holders and CBT entering into
a certain Amendment No. 5 to Credit Agreement dated as of August 25, 1999, among
the Company, the Initial Holders, CBT, SunTrust Bank, Atlanta, as Agent and
Collateral Agent, and Xxxxx Brothers Xxxxxxxx & Co., as Co-Agent, the Company
has agreed to reduce the exercise price as now in effect with respect to the
Initial Warrants and to issue to CBT a common stock purchase warrant to purchase
53,824 shares of Common Stock of the Company on the same terms and conditions as
the Initial Warrants, after giving effect to such reduction in the exercise
price thereof;
WHEREAS, the Company, the Initial Holders, and CBT are entering into
this Supplement for the purposes of effecting the foregoing agreements;
NOW, THEREFORE, for and in consideration of the premises, and for Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Company, the parties hereto,
intending to be legally bound, agree as follows:
1. DEFINED TERMS. Except as otherwise expressly provided herein, capitalized
terms used in this Supplement that are defined in the Warrant Agreement are used
herein with the respective meanings assigned to such capitalized terms in the
Warrant Agreement.
2. ISSUANCE OF WARRANT TO CBT. In consideration of the premises set forth
herein, the Company hereby issues to CBT a Common Stock Purchase Warrant (No.
A-5), in the form of EXHIBIT A attached to this Supplement (the "CBT Warrant"),
representing the right of CBT to purchase 53,824 shares of the Common Stock of
the Company, subject to the terms and conditions set forth in the Warrant
Agreement, as supplemented hereby, and in the CBT Warrant; PROVIDED, HOWEVER,
that the number of Warrant Shares contemplated by this paragraph 2 and the CBT
Warrant shall be subject to further adjustment in accordance with the
anti-dilution provisions contained in the CBT Warrant. The CBT Warrant shall be
subject to the terms and conditions, and entitled to the benefits, of all
provisions of the Warrant Agreement, as supplemented hereby, including without
limitation, provisions for registration rights granted to each Holder of
Warrants.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby restates
and reaffirms, as of the date hereof and after giving effect to this Supplement
and the issuance of the CBT Warrant, each of the representations and warranties
made to each Holder in Section 3 of the Warrant Agreement, except that, with
respect to Section 3.05 of the Warrant Agreement, the Company hereby represents
and warrants as follows:
The Company's Form 10-Q filed with the Securities and Exchange
Commission for the fiscal quarter ending June 30, 1999 accurately sets
forth the respective numbers of authorized and issued and outstanding
shares of Common Stock of the Company on a fully diluted basis, other
than options issued to employees in the ordinary course of business
subsequent to June 30, 1999.
4. REPRESENTATIONS AND WARRANTIES OF CBT. CBT, by its acceptance of the CBT
Warrant, represents and warrants that (i) CBT is acquiring the CBT Warrant and
the related Warrant Shares for its own account for investment purposes only and
not as nominee or agent for any other Person and not for offer or sale in any
manner that would be in violation of the securities laws of the United States of
America or any state thereof, without prejudice, however, to its right at all
times to sell or otherwise dispose of all or any part of said CBT Warrant or
Warrant Shares under a registration under the Securities Act or any applicable
state securities laws or under an exemption from such registration available
under such Act or any applicable state securities laws, and (ii) CBT is an
"accredited" investor within the meaning of Regulation D promulgated under the
Securities Act.
5. ADDITION OF CBT AS INITIAL HOLDER AND HOLDER. From and after the effective
date of this Supplement, CBT shall be deemed an "Initial Holder" and "Holder"
for all purposes of the Warrant Agreement and shall be a party to the Warrant
Agreement to the same extent, and with the same rights and other effect, as the
other Initial Holders at the time of the effectiveness of this Warrant
Agreement.
6. REFERENCES TO WARRANTS AND COMMON STOCK. The parties acknowledge and agree
that (i) all references in the Warrant Agreement to a "Warrant" or "Warrants"
shall include the CBT Warrant, and (ii) all references in the Warrant Agreement
and the Warrants to "Class A Common Stock" or "Class B Common Stock" shall be
deemed to mean and refer to the Common Stock of the Company. After giving effect
to the issuance of the CBT Warrant, the Warrant Shares
-2-
represented by the issued and outstanding Warrants to the Holders (including
CBT) are as follows:
HOLDER WARRANT SHARES
Xxxxx Brothers Xxxxxxxx & Co. 53,824
The First National Bank of Chicago 80,761
SunTrust Bank, Atlanta 53,824
Comerica Bank-Texas 53,824
Chase Bank of Texas, N.A. 53,824
7. RATIFICATION OF WARRANT AGREEMENT. Except as expressly amended and
supplemented hereby, all terms, covenants and conditions of the Warrant
Agreement shall remain in full force and effect, and the parties hereto do
expressly ratify and confirm the Warrant Agreement as amended and supplemented
hereby.
8. BINDING NATURE. This Supplement shall be binding on and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
10. ENTIRE UNDERSTANDING. This Supplement sets forth the entire understanding of
the parties with respect to the matters set forth herein, and shall supersede
any prior negotiations or agreements, whether written or oral, with respect
thereto.
11. COUNTERPARTS. This Supplement may be executed in any number of counterparts
and by the different parties hereto in separate counterparts and may be
delivered by telecopier. Each counterpart so executed and delivered shall be
deemed an original and all of which taken together shall constitute but one and
the same instrument.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be executed and delivered by their duly authorized officers as of the date first
above written.
VARI-LITE INTERNATIONAL, INC.
By:
-------------------------------------
Name:
Title:
Attest:
---------------------------------
Name:
Title:
[CORPORATE SEAL]
PER PRO XXXXX BROTHERS XXXXXXXX & CO.
By:
-------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------------
Name:
Title:
SUNTRUST BANK, ATLANTA
By:
-------------------------------------
Name:
Title:
-4-
COMERICA BANK-TEXAS
By:
-------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, N.A.
By:
-------------------------------------
Name:
Title:
-5-
