0001104659-02-004300 Sample Contracts

AMENDMENT NO. 5 TO FINANCING AGREEMENT
Financing Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Ohio

This AMENDMENT NO. 5 TO FINANCING AGREEMENT (this “Amendment”), made as of June 30, 2002, between U.S. BANK NATIONAL ASSOCIATION (formerly known as Firstar Bank, National Association), a national banking association (“Bank”) and VARI-LITE, INC., a Delaware corporation (“Borrower”),

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DEFERRED COMPENSATION TERMINATION AGREEMENT
Deferred Compensation Termination Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Deferred Compensation Termination Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and J. Anthony Smith (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT OF SPLIT-DOLLAR LIFE INSURANCE
Assignment and Assumption Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Texas

This Assignment and Assumption Agreement of Split-Dollar Life Insurance, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”), James Howard Cullum Clark (the “Owner”), and James H. Clark, Jr. (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT OF AMENDED AND RESTATED SPLIT-DOLLAR LIFE INSURANCE
Assignment and Assumption Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Texas

This Assignment and Assumption Agreement of Amended and Restated Split-Dollar Life Insurance, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”), Brown Brothers Harriman Trust Company of Texas, trustee of the John D. Maxson 1995 Irrevocable Trust, dated October 11, 1995 (the “Owner”), and John D. Maxson (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT OF AMENDED AND RESTATED SPLIT-DOLLAR LIFE INSURANCE
Assignment and Assumption Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Texas

This Assignment and Assumption Agreement of Amended and Restated Split-Dollar Life Insurance, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”), James Howard Cullum Clark (the “Owner”), and James H. Clark, Jr. (the “Director”).

DEFERRED COMPENSATION TERMINATION AGREEMENT
Deferred Compensation Termination Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Deferred Compensation Termination Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and H.R. Brutsché III (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT OF AMENDED AND RESTATED SPLIT-DOLLAR LIFE INSURANCE
Assignment and Assumption Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Texas

This Assignment and Assumption Agreement of Amended and Restated Split-Dollar Life Insurance, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”), Brown Brothers Harriman Trust Company of Texas, trustee of the Harry R. Brutsché III Insurance Trust, dated October 6, 1995 (the “Owner”), and Harry R. Brutsché III (the “Director”).

DEFERRED COMPENSATION TERMINATION AGREEMENT
Deferred Compensation Termination Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Deferred Compensation Termination Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and James H. Clark, Jr. (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT OF SPLIT-DOLLAR LIFE INSURANCE
Assignment and Assumption Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment • Texas

This Assignment and Assumption Agreement of Split-Dollar Life Insurance, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”), Brown Brothers Harriman Trust Company of Texas, trustee of the Harry R. Brutsché III Insurance Trust, dated October 6, 1995 (the “Owner”), and Harry R. Brutsché III (the “Director”).

TERMINATION OF CONSULTING AGREEMENT
Termination of Consulting Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Termination of Consulting Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and J. Anthony Smith (the “Consultant”).

DEFERRED COMPENSATION TERMINATION AGREEMENT
Deferred Compensation Termination Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Deferred Compensation Termination Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and John D. Maxson (the “Director”).

AMENDMENT NO. 2 TO CONSULTING AGREEMENT BETWEEN VARI-LITE INTERNATIONAL, INC. AND JOHN D. MAXSON
Consulting Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Amendment No. 2 to Consulting Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and John D. Maxson (the “Consultant”).

TERMINATION OF CONSULTING AGREEMENT
Termination of Consulting Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Termination of Consulting Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and James H. Clark, Jr. (the “Consultant”).

AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT BETWEEN VARI-LITE INTERNATIONAL, INC. AND H.R. BRUTSCHÉ III
Employment Agreement • August 19th, 2002 • Vari Lite International Inc • Electric lighting & wiring equipment

This Amendment No. 2 to the Employment Agreement, dated as of June 30, 2002, is by and between Vari-Lite International, Inc. (the “Company”) and H.R. Brutsché III (the “Executive”).

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