EXHIBIT 10.2
ADVANCED LIGHTING TECHNOLOGIES, INC.
00000 Xxxxxx Xxxx
Xxxxx, Xxxx 00000
As of October 25, 2004
XXXXX FARGO FOOTHILL, INC., as Agent and Lender
Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to Loan Agreement
Ladies and Gentlemen:
Xxxxx Fargo Foothill, Inc., as Arranger and Administrative Agent
("Agent"), the lenders ("Lenders") from time to time parties to the Loan
Agreement (as defined below), and Advanced Lighting Technologies, Inc., an Ohio
corporation ("Parent") and each of Parent's Subsidiaries identified as a
borrower on the signature pages hereof (such Subsidiaries, together with Parent,
are referred to hereafter each individually as a "Borrower", and individually
and collectively, jointly and severally, as "Borrowers") have entered into
certain financing arrangements pursuant to (a) the Amended and Restated Loan and
Security Agreement dated as of December 10, 2003, among Agent, Lenders,
Borrowers and the other Loan Parties (as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan Agreement"), (b) the EXIM Credit Agreement dated as of December 10, 2003,
among Agent, Lenders, Borrowers and the other Loan Parties (as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, the "EXIM Credit Agreement"), and (c) all other Loan
Documents at any time executed and/or delivered in connection therewith or
related thereto. All capitalized terms used herein shall have the meaning
assigned thereto in the Loan Agreement, unless otherwise defined herein.
Borrowers and the other Loan Parties have requested that the Agent amend
Section 7.8 (Prepayments and Amendments) and Section 7.21 (Restrictions on
Payment of Bond Interest) of the Loan Agreement and the EXIM Credit Agreement.
Agent has agreed to amend Section 7.8 (Prepayments and Amendments) and Section
7.21 (Restrictions on Payment of Bond Interest) of the Loan Agreement and the
EXIM Credit Agreement subject to the terms and provisions hereof.
In consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Agent, Lenders, Borrowers and the other Loan Parties hereby agree as follows:
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1. Amendments.
a. As of the effective date of this Amendment, Section 7.8(c) of
each of the Loan Agreement and the EXIM Credit Agreement is hereby amended and
restated in its entirety as follows:
"(c) Notwithstanding anything to the contrary set forth herein,
Borrowers may from time to time prepay the principal amount of the
Subordinated Notes, or redeem, defease, purchase or otherwise
acquire any Subordinated Notes, provided that, (i) immediately prior
to and after giving effect to any such proposed transaction, no
Default or Event of Default shall have occurred or be continuing,
and (ii) immediately prior to and for a period of not less than
thirty (30) days immediately after any such proposed transaction,
after giving effect to such proposed transaction, Availability shall
not be less than $4,000,000."
b. As of the effective date of this Amendment, Section 7.21 of each
of the Loan Agreement and the EXIM Credit Agreement is hereby amended and
restated in its entirety as follows:
"7.21 Restrictions on Payment of Bond Interest
Notwithstanding anything to the contrary set forth herein, Borrowers
may from time to time pay the principal amount of the regularly
scheduled payments of interest in respect of the Subordinated Notes,
provided that, (a) immediately prior to and after giving effect to
any such proposed payment of the regularly scheduled payments of
interest in respect of the Subordinated Notes, no Default or Event
of Default shall have occurred or be continuing, and (b) immediately
prior to and for a period of not less than thirty (30) days
immediately after any such proposed payment of the regularly
scheduled payments of interest in respect of the Subordinated Notes,
after giving effect to such proposed payment of the regularly
scheduled payments of interest in respect of the Subordinated Notes,
Excess Availability shall not be less than $1,000,000."
2. Amendment Fee. In consideration of the amendments set forth herein, and
in addition to any other fees payable under the Loan Agreement, the EXIM Credit
Agreement and the other Loan Documents, Borrowers unconditionally agree to pay
to Agent an amendment fee in the amount of Seventeen Thousand Five Hundred
($17,500) Dollars (the "Amendment Fee"). The Amendment Fee shall be fully earned
and payable as of the date hereof and shall not be subject to refund, rebate or
proration for any reason whatsoever.
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3. Effect of this Agreement. Except as specifically set forth herein, no
other changes or modifications to the Loan Agreement, the EXIM Credit Agreement
or the other Loan Documents are intended or implied, and, in all other respects,
the Loan Agreement, the EXIM Credit Agreement and the other Loan Documents shall
continue to remain in full force and effect in accordance with their respective
terms as of the date hereof. Except as specifically set forth herein, nothing
contained herein shall evidence a waiver or amendment by the Agent or Lenders of
any other provision of the Loan Agreement, the EXIM Credit Agreement and the
other Loan Documents nor shall anything contained herein be construed as a
consent by the Agent or Lenders to any transaction other than those specifically
consented to herein.
4. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers to Agent or Lenders pursuant to the Loan Agreement, the EXIM
Credit Agreement and the other Loan Documents, Borrowers hereby represent,
warrant and covenant with and to Agent and Lenders as follows (which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof and shall be incorporated into and made a part of
the Loan Documents):
(a) No Event of Default or act, condition or event, which with
notice or passage of time or both, would constitute an Event of Default, exists
on the date of this letter agreement.
(b) This letter agreement has been duly executed and delivered by
Borrowers and the other Loan Parties and is in full force and effect as of the
date hereof, and the agreements and obligations of Borrowers and the other Loan
Parties contained herein constitute their respective legal, valid and binding
obligations enforceable against each in accordance with the terms hereof.
5. Condition Precedent. This letter agreement shall not be effective
unless and until Agent shall have received an original hereof, in form and
substance satisfactory to Agent, duly executed and delivered by all Borrowers
and other Loan Parties.
6. Binding Effect. The terms and provisions of this agreement shall be for
the benefit of the parties hereto and their respective successors and assigns;
no other person, firm, entity or corporation shall have any right, benefit or
interest under this agreement.
7. Counterparts. This letter agreement may be signed in counterparts, each
of which shall be an original and all of which taken together constitute one
agreement. In making proof of this letter agreement, it shall not be necessary
to produce or account for more than one counterpart signed by the party to be
charged. Delivery of an executed counterpart of this letter agreement by
telefacsimile shall have the same force and effect as the delivery of an
original executed counterpart of this letter agreement. Any party delivering an
executed counterpart of this letter agreement by telefacsimile shall also
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deliver an original executed counterpart, but the failure to do so shall not
affect the validity, enforceability or binding effect of this letter agreement.
8. Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional actions as may be necessary or
desirable to effectuate the provisions and purposes of this letter agreement.
9. Governing Law. The validity, interpretation and enforcement of this
letter agreement and any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the state of New York (without giving effect to
principles of conflicts of law).
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10. Entire Agreement. This letter agreement sets forth the entire
agreement and understanding of the parties with respect to the matters set forth
herein. This letter agreement cannot be changed, modified, amended or terminated
except in a writing executed by the party to be charged.
Very truly yours,
ADVANCED LIGHTING TECHNOLOGIES, INC.,
an Ohio corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President and
Chief Accounting Officer
APL ENGINEERED MATERIALS, INC.,
an Illinois corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
VENTURE LIGHTING INTERNATIONAL, INC.,
an Ohio corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
BALLASTRONIX (DELAWARE), INC.,
a Delaware corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
LIGHTING RESOURCES INTERNATIONAL, INC.,
an Ohio corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
DEPOSITION SCIENCES, INC.,
an Ohio corporation, as a Borrower and a Loan Party
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
VENTURE LIGHTING POWER SYSTEMS, NORTH AMERICA INC.,
a Nova Scotia corporation, as a Loan Party
By: /s/ R.G. Xxxxxxx Xxxxxx
------------------------------------------------
Name: R.G. Xxxxxxx Xxxxxx
Title: Vice President
PARRY POWER SYSTEMS LIMITED,
a corporation organized under the laws of the United
Kingdom, as a Loan Party
By: /s/ Xxxx Xxxxxxxx
------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
VENTURE LIGHTING EUROPE LTD.,
a corporation organized under the laws of the United
Kingdom, as a Loan Party
By: /s/ Xxxx Xxxxxxxx
------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
ACKNOWLEDGED AND AGREED:
XXXXX FARGO FOOTHILL, INC.,
a California corporation, as Agent and as a Lender
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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