EXHIBIT 4.5
FIRST AMENDMENT TO
COMMON STOCK PURCHASE WARRANT
THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this
"Amendment") made and entered into effective as of August 31, 1999, by and
between VARI-LITE INTERNATIONAL, INC., a Delaware corporation (the "Company")
that is the successor by merger to Vari-Lite International, Inc., a Texas
corporation, and SUNTRUST BANK, ATLANTA (the "Holder").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of a certain Warrant Agreement dated
as of July 31, 1996, by and among Vari-Lite International, Inc., a Texas
corporation, the Holder, NBD Bank, SunTrust Bank, Atlanta, and Comerica
Bank-Texas (the "Warrant Agreement"), Vari-Lite International, Inc. issued to
the Holder a Common Stock Purchase Warrant No. A-1 representing the right of
the Holder to purchase 14,301 shares of Class B Common Stock of Vari-Lite
International, Inc. (the "Warrant");
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 Warrant now represents the right of the Holder to purchase
53,824 shares of the Common Stock of the Company;
WHEREAS, in consideration of the Holder entering into a certain
Amendment No. 5 to Credit Agreement dated as of August 25, 1999, among the
Company, the Holder, the other "Lenders" that are parties thereto, and Xxxxx
Brothers Xxxxxxxx & Co., as Co-Agent, the Company has agreed to reduce the
"Exercise Price" as provided in the Warrant;
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 Amendment that are defined in the Warrant are used herein
with the respective meanings assigned to such capitalized terms in the
Warrant.
2. AMENDMENT TO SECTION 1. Section 1 of the Warrant is hereby amended by
deleting the defined term "Exercise Price" and the accompanying definition
for such term in their entirety and substituting the following defined term
and accompanying definition in lieu thereof:
"Exercise Price" shall mean an amount, per share, equal to
$3.75; PROVIDED, HOWEVER, that the Exercise Price shall be subject to
adjustment as set forth in Section 4 hereof.
3. AMENDMENT TO SECTION 3. Section 3 of the Warrant is hereby amended by
deleting the fourth sentence of said Section 3 in its entirety and
substituting in lieu thereof the following sentence:
An assigning Holder shall give prompt written notice to SunTrust Bank,
Atlanta of the consummation of any such assignment (with it being
understood that this sentence shall be of no force and effect if
SunTrust Bank, Atlanta is no longer a Holder or an "Agent" for the
lenders under the primary bank credit facility of the Company and/or
its subsidiaries).
4. RATIFICATION OF WARRANT. Except as expressly amended hereby, all terms,
covenants and conditions of the Warrant shall remain in full force and
effect, and the parties hereto do expressly ratify and confirm the Warrant as
amended herein.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company, without
limiting the representations and warranties provided in the Warrant and the
Warrant Agreement, represents and warrants to the Holder as follows:
(a) The execution, delivery and performance by the Company of
this Amendment are within the Company's corporate powers, have been
duly authorized by all necessary corporate action (including any
necessary shareholder action) and do not and will not (i) violate any
provision of any law, rule or regulation, any judgment, order or ruling
of any court or governmental agency, the certificate of incorporation
or bylaws of the Company, or any indenture, agreement or other
instrument to which the Company is a party or by which the Company or
any of its properties is bound, or (ii) be in conflict with, result in
a breach of, or constitute with notice or lapse of time or both a
default under any such indenture, agreement or other instrument.
(b) This Amendment constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with
its terms.
6. BINDING NATURE. This Amendment shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. ENTIRE UNDERSTANDING. This Amendment 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.
9. COUNTERPARTS. This Amendment 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers effective as of the
date first above written.
VARI-LITE INTERNATIONAL, INC.
By: -----------------------------------
Name:
Title:
Attest: -----------------------------------
Name:
Title:
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By: -----------------------------------
Name:
Title:
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