Exhibit 1
STOCK PURCHASE AGREEMENT
dated as of
August 15, 2003
between
SARATOGA LIGHTING HOLDINGS LLC,
and
GENERAL ELECTRIC COMPANY
ACTING THROUGH ITS GE CONSUMER PRODUCTS BUSINESS COMPONENT
relating to the purchase and sale
of
COMMON STOCK, PREFERRED STOCK AND OTHER RIGHTS
of
ADVANCED LIGHTING TECHNOLOGIES, INC.
STOCK PURCHASE AGREEMENT
AGREEMENT dated as of August 15, 2003 by and between SARATOGA
LIGHTING HOLDINGS LLC, ("BUYER") and GENERAL ELECTRIC COMPANY, acting through
its GE CONSUMER PRODUCTS business component ("SELLER").
W I T N E S S E T H:
WHEREAS, Seller is the record and beneficial owner of the Securities
(as defined below) and the rights under the Assigned Agreements (as defined
below) and desires to sell the Securities and the rights under the Assigned
Agreements to Buyer, and Buyer desires to purchase the Securities and the rights
under the Assigned Agreements from Seller, upon the terms and subject to the
obtaining of required approvals, if any, and court orders required, if any, all
as hereinafter set forth;
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions. The following terms, as used herein, have
the following meanings:
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person; provided that neither the Company nor any subsidiary of the Company
shall be considered an Affiliate of Seller.
"ASSIGNED AGREEMENTS" means (i) the Contingent Warrant Agreement,
(ii) the Registration Rights Agreement dated as of September 30, 1999 (as
subsequently amended) by and between the Company and the Seller, (iii) the Right
of First Refusal and Co-Sale Agreement dated as of September 30, 1999 (as
subsequently amended) by and among the Seller and the other parties listed on
the signature pages thereto, (iv) the Options, (v) the Stock Purchase Agreement,
and (vi) the Irrevocable Proxies granted to Seller and dated October 6, 1999.
"BANKRUPTCY COURT" means the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division.
"BUSINESS DAY" means a day, other than Saturday, Sunday or other day
on which commercial banks in New York, New York are authorized or required by
law to close.
"COMMON STOCK" means the common stock, par value $.001 per share, of
the Company.
"COMPANY" means ADVANCED LIGHTING TECHNOLOGIES, INC.
"CONTINGENT WARRANT AGREEMENT" means the Contingent Warrant Agreement
dated as of September 30, 1999 (as subsequently amended) by and among the
Company, the Seller and the other parties identified on the signature pages
thereto.
"LIEN" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement, a Person shall be deemed to own subject to a Lien any property or
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property or asset.
"OPTIONS" means the Option Agreement dated as of September 30, 1999
(as subsequently amended) by and among Seller and the other parties listed on
the signature pages thereto and the options issued and issuable thereunder.
"PERSON" means an individual, corporation, partnership, limited
liability company, association, trust, estate or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"PREFERRED STOCK" means the Series A Preferred Stock, par value $.001
per share, of the Company.
"STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement dated
as of September 28, 1999 (as subsequently amended) by and between Seller and the
Company.
"PROXIES" means the Irrevocable Proxies referred to in the definition
of Assigned Agreements.
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(b) Each of the following terms is defined in the Section set forth
opposite such term:
TERM SECTION
---- -------
Buyer Recitals
Company Recitals
Effective Time 2.01
Package 3.05
Purchase Price 2.01
Securities 3.05
Seller Recitals
Warrant Rights 3.05
ARTICLE 2
PURCHASE AND SALE
Section 2.01 . Purchase and Sale. Upon the terms of this Agreement
and effective upon the execution of this Agreement by Seller and Buyer
("EFFECTIVE TIME"), Seller hereby sells to Buyer, and Buyer hereby buys from
Seller, the Securities. The purchase price for the Securities (the "PURCHASE
PRICE") is $12,000,000 in cash. The sale transaction shall be deemed to have
occurred and be effective at the Effective Time, irrespective of when the
payment of the Purchase Price and the delivery of certificates for the
Securities shall have been completed. The Purchase Price shall be paid as
provided in Section 2.02(a). The delivery of certificates for the Securities
shall be as provided for in Section 2.02(b).
Section 2.02 . (a) Payment of Purchase Price. Promptly after the
Effective Time, Buyer shall deliver to Seller $12,000,000 in immediately
available funds by wire transfer (or other equivalent means, satisfactory to
Seller) to Bankers Trust (a/k/a _____________); New York, N.Y - ABA
No.__________; Account Name: GE Company; Account No.: __________; Reference: GE
Lighting; and
(b) Delivery of Certificates for the Securities. Promptly after
receipt of the funds transfer referred to in Section 2.02(a), Seller shall
deliver to Buyer, at its address set forth in Section 7.01, certificates for the
Securities together with all other necessary endorsements and signature
guarantees and other evidence and documents, in form and substance sufficient to
trigger the Company's duty to register transfer of the Securities to Buyer under
ss.8-401 of the applicable Uniform Commercial Code.
( c) Transfer Tax. Buyer will be responsible for transfer taxes, if
any.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as of the date hereof that:
Section 3.01 . Corporate Existence and Power. Seller is a corporation
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation.
Section 3.02 . Corporate Authorization. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby are within Seller's corporate powers and have been duly
authorized by all necessary corporate action on the part of Seller. This
Agreement constitutes a valid and binding agreement of Seller.
Section 3.03 . Governmental Authorization. The execution, delivery
and performance by Seller of this Agreement and the consummation of the
transactions contemplated hereby require no action by or in respect of, or
filing with, any governmental body, agency or official.
Section 3.04 . Noncontravention. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the certificate of
incorporation or bylaws of Seller, (ii) assuming compliance with the matters
referred to in Section 3.03, violate any applicable law, rule, regulation,
judgment, injunction, order or decree, or (iii) except for required consents of
the Company, if any, and approvals of the Bankruptcy Court, if any, regarding
transfer of Seller's rights under the Contingent Warrant Agreement, the Options
and the Stock Purchase Agreement, require any consent or other action by any
Person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration of any right or obligation of Seller
under any provision of any agreement or other instrument binding upon Seller.
Section 3.05 . Ownership Of Securities and Rights to Contingent
Warrants, etc. ERROR! BOOKMARK NOT DEFINED. Seller owns (i) 1,429,590 shares of
Common Stock and (ii) 761,250 shares of Preferred Stock (the "SECURITIES"). The
Securities are the only issued and outstanding equity securities of the Company
held by Seller, directly or indirectly. In addition, Seller owns the right to
receive warrants for that number of shares of Common Stock specified in the
Contingent Warrant Agreement ("WARRANT RIGHTS"), with respect to which an
application for authority for issuance, filed by the Company, is pending before
the Bankruptcy Court. Seller also owns the rights existing under the Proxies and
the Options. The Securities, the Warrant Rights, the Options and the Proxies are
herein collectively called the "PACKAGE."
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(b) Seller is the record and beneficial owner of the Package, free
and clear of any Lien and any other limitation or restriction (including any
restriction on the right to vote, sell or otherwise dispose of the Securities),
except as the consent of the Company and the approval of the Bankruptcy Court
may be required for transfer of the Warrant Rights and the Options. Upon receipt
of funds as provided for in Section 2.02(a), Seller will transfer and deliver to
Buyer as provided in Section 2.02 (b) valid title to the Securities free and
clear of any Lien and any such limitation or restriction. Upon the delivery by
the Company of the consent of the Company and the obtaining by the Company of
such approval of the Bankruptcy Court, if any, as may be required for transfer
of the Warrant Rights and the Options, Seller will take all reasonable and
necessary steps to deliver the same so that they may be effectively held and
exercised by Buyer the same as if they were delivered at the Effective Time on
the assumption that no consents and approvals were ever called for.
Section 3.06 . Other Agreements. Other than the Assigned Agreements,
there are no agreements, written or oral, among or on behalf of, on the one
hand, any of the Company and/or the shareholders of the Company and, on the
other hand, the Seller or any of its Affiliates that relate, directly or
indirectly, to Seller's rights and obligations with respect to the Securities.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the date hereof:
Section 4.01 . Entity Existence and Power. Buyer is a limited
liability company duly formed, validly existing and in good standing under the
laws of its jurisdiction of formation.
Section 4.02 . Entity Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby are within the powers of Buyer and have been duly authorized
by all necessary action on the part of Buyer. This Agreement constitutes a valid
and binding agreement of Buyer.
Section 4.03 . Governmental Authorization. The execution, delivery
and performance by Buyer of this Agreement and the consummation of the
transactions contemplated hereby require no material action by or in respect of,
or filing with, any governmental body, agency or official.
Section 4.04 . Noncontravention. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the organization documents
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of Buyer or (ii) subject, with respect to the Warrant Rights and the Options to
obtaining such consents of the Company, if any, and approvals of the Bankruptcy
Court, if any, as may be required, (a) violate any applicable material law,
rule, regulation, judgment, injunction, order or decree or (b) require any
consent or other action by any Person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration of any right or
obligation of Buyer under any provision of any agreement or other instrument
binding upon Buyer.
Section 4.05 . Purchase for Investment. Buyer is purchasing the
Securities, the Options and the Warrant Rights for investment for its own
account and not with a view to, or for sale in connection with, any distribution
thereof. Buyer (either alone or together with its advisors) has sufficient
knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks of its investment in the Securities and is
capable of bearing the economic risks of such investment.
ARTICLE 5
COVENANTS OF SELLER
Seller agrees that:
Section 5.01 . Confidentiality. Subject to Section 7.02, Seller and
its Affiliates will hold, and will use commercially reasonable efforts to cause
their respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to hold, in confidence, unless compelled to
disclose by judicial or administrative process or by other requirements of law,
all confidential documents and information concerning the Company provided by
the Company in the negotiation of this Agreement, except to the extent that such
information can be shown to have been previously known on a nonconfidential
basis by Seller, in the public domain through no fault of Seller or its
Affiliates or later lawfully acquired by Seller from sources other than those
related to its prior ownership of the Company.
Section 5.02 . Resignations. Promptly after the Effective Time,
Seller will deliver to Buyer the resignations of each of the persons it
nominated to be directors of the Company from the board of directors of the
Company.
Section 5.03 . Lost Certificates. Seller agrees that, in the event it
is unable to locate any certificate representing ownership of any of the
Securities, it will deliver to the Company evidence satisfactory to the Company
(in the exercise of its reasonable discretion) of the loss, theft or destruction
of such certificate and of reasonably satisfactory indemnification, all to the
extent required by ss.8-405 of the applicable Uniform Commercial Code. If for
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any reason Buyer fails to receive shipment from Seller of the certificates for
the Securities and the related endorsements, it will be Seller's responsibility
to see that they are found and delivered or replaced, all at Seller's expense
with no cost to Buyer.
ARTICLE 6
COVENANTS OF BUYER AND SELLER
Buyer and Seller agree that:
Section 6.01 . Best Efforts; Further Assurances. Subject to the other
terms and conditions of this Agreement, Buyer and Seller will use commercially
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary or desirable under applicable laws and
regulations to consummate the transactions contemplated by this Agreement.
Section 6.02 . Public Announcements. The parties agree to consult
with each other before issuing any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby and,
except for any press releases and public statements the making of which may be
required by applicable law or any listing agreement with any national securities
exchange, will not issue any such press release or make any such public
statement prior to such consultation.
Section 6.03 . Assignment; No Assumption. As an additional benefit to
Buyer in exchange for Buyer's payment for the Securities, Seller hereby
transfers and assigns to Buyer all right, title and interest of Seller ERROR!
BOOKMARK NOT DEFINED. to purchase, or receive, additional equity interests of
any description of the Company in existence on the date of this Agreement and
ERROR! BOOKMARK NOT DEFINED. under the Assigned Agreements, subject in the case
of the transfer and assignment of the Warrant Rights and the Options, to
required consents of the Company, if any, and to required approvals of the
Bankruptcy Court, if any. Should any such consents and approvals be required,
Buyer concedes that it is the responsibility of the Company to obtain them, not
the responsibility of Seller. Accordingly, Seller will have no liability to
Buyer if the same are not obtained and, if the same are not obtained, Seller
will have no duty to deliver or perform with respect to the foregoing
assignments of the Warrant Rights or the Options or both, as the case may be
except that at all times until such required consents and approvals, if any, are
obtained, Seller will not vote or consent under the Proxies, except as directed
by Buyer. The parties acknowledge and agree that Buyer and its Affiliates assume
no liabilities of Seller, whether to the Company or any one or more of its
Affiliates or to anyone else, and that Buyer shall not be responsible for any
such liabilities. Seller hereby unconditionally indemnifies, and agrees to
defend and hold harmless, Buyer and its Affiliates from and against any such
liabilities, except to the extent caused by Buyer's actions or omissions as
owner or purchaser of the Securities or assignee of the Assigned Agreements.
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Section 6.04 . Further Assignments. Seller agrees that, in the event there are
agreements, written or oral, among or on behalf of, on the one hand, any of the
Company and/or the shareholders of the Company and, on the other hand, Seller or
any of its Affiliates that relate, directly or indirectly, to Seller's rights
and obligations with respect to the Securities and that have not been assigned
to Buyer pursuant to Section 6.03, Seller shall, if directed by Buyer in its
sole and absolute discretion, assign to Buyer all right, title and interest of
Seller under such agreements, subject to the Company (and not Seller) obtaining
all necessary consents, if any, of third parties and court approvals, if any.
The parties shall acknowledge and agree, in connection therewith, that Buyer and
its Affiliates will assume no liabilities of Seller, whether to the Company or
any one or more of its Affiliates or to anyone else, and that Buyer shall not be
responsible for any such liabilities. Also in connection therewith, Seller will
unconditionally indemnify, and agree to defend and hold harmless, Buyer and its
Affiliates from and against any such liabilities, except to the extent caused by
Buyer's actions or omissions as owner or purchaser of the Securities or assignee
of such assigned agreements.
Section 6.05 . Purchase, License And Consignment Agreement. Buyer shall use its
commercially reasonable efforts to have the Company and APL Engineered Materials
assume in the bankruptcy proceedings of the Company now pending in the
Bankruptcy Court, the following agreements: the (i) Lamp Materials Purchase
Agreement entered into as of September 30, 1999, between General Electric
Company, acting through its GE Lighting business, and APL Engineered Materials,
Inc. and Advanced Lighting Technologies, Inc., (ii) the Know How and Patent
License and Technical Assistance Agreement dated as of September 30, 1999,
between APL Engineered Materials, Inc., Advanced Lighting Technologies, Inc. and
General Electric Company, acting through its GE Lighting business, and (iii) the
Consignment Agreement entered into as of January 4, 1999, between APL Engineered
Materials, Inc. and GE Lighting ("CONSIGNMENT AGREEMENT").
Section 6.06. Seller's Waiver and Substitution of Language for
Section 13 of Lamp Materials Purchase Agreement Entered Into as of September 30,
1999. Effective automatically at any time that the Company shall have confirmed
a chapter 11 plan of reorganization and the same shall have become effective,
and Buyer and/or any one or more of its Affiliates shall have the right,
directly or indirectly, to elect a majority of the members of the board of
directors of the Company and any one or more of its successors, Seller hereby
waives compliance by the Company with Section 13 of the Lamp Materials Purchase
Agreement entered into as of September 30, 1999, if but only if the Company, in
lieu of compliance with said Section 13, complies with the substituted
provisions set forth on the annexed Schedule A, the same as if the language on
Schedule A had been added to the agreement by amendment.
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Section 6.07. Buyer Commitment to Rebate Program. If at any time the
Company shall have confirmed a chapter 11 plan of reorganization and the same
shall have become effective, and Buyer and/or any one or more of its Affiliates
shall have the right, directly or indirectly, to elect a majority of the members
of the board of directors of the Company or any one or more of its successors,
then promptly thereafter Buyer shall cause the Company to offer Seller (and keep
such offer open for at least 30 days), the rebate program described on the
annexed Schedule B. If the Company shall fail to offer Seller said rebate
program, conforming in all material respects with the program in Schedule B,
then Buyer shall be liable to Seller for $3,000,000 which Buyer and Seller agree
is a reasonable estimate of the actual damage Seller would suffer if the rebate
program is not offered.
Section 6.08. Buyer Commitment to Seller Regarding Trade Payables.
Buyer shall use its reasonable commercial efforts to ensure that the Company's
trade payables to Seller are handled in accordance with Schedule C, which shall
be incorporated into the Company's plan of reorganization to be submitted and
approval of which will be sought from the Bankruptcy Court.
ARTICLE 7
MISCELLANEOUS
Section 7.01 . Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given,
if to Buyer, to:
Saratoga Lighting Holdings, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Case
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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if to Seller, to:
General Electric Company
Appliance Park, AP35-1119
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
General Counsel
GE Consumer Products
Appliance Park, AP2-225
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.
Section 7.02 . Limited Disclosure Authorization. Notwithstanding any
other provision of this Agreement, each of Buyer and Seller is permitted to
disclose the tax treatment and tax structure of the transactions contemplated
hereby (including any materials, opinions or analyses relating to such tax
treatment or tax structure, but without disclosure of identifying information
or, except to the extent relating to such tax structure or tax treatment, any
nonpublic commercial or financial information). Moreover, notwithstanding any
other provision of this Agreement, there shall be no limitation on Buyer's and
Seller's ability to consult any tax adviser, whether or not independent from
Buyer, Seller or their Affiliates, regarding the tax treatment or tax structure
of the transactions contemplated hereby.
Section 7.03 . Survival. The representations and warranties of the
parties hereto contained in this Agreement shall survive the Effective Time
indefinitely.
Section 7.04 . Amendments and Waivers. ERROR! BOOKMARK NOT DEFINED.
Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement, or in the case of a waiver, by the party against
whom the waiver is to be effective.
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(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 7.05 . Expenses. Except as otherwise provided herein, all
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.
Section 7.06 . Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other party hereto; except that (i) Buyer
may transfer or assign, in whole or from time to time in part, to one or more of
its Affiliates, the right to purchase all or a portion of the Securities, but no
such transfer or assignment will relieve Buyer of its obligations hereunder and
(ii) Seller may transfer or assign any of its rights or obligations to any
Affiliate of Seller.
Section 7.07 . Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
Section 7.08 . Jurisdiction. The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City, so long as one of such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any cause of action arising out of
this Agreement shall be deemed to have arisen from a transaction of business in
the State of New York, and each of the parties hereby irrevocably consents to
the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section 7.01
shall be deemed effective service of process on such party.
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Section 7.09 . WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 7.10 . Counterparts; Effectiveness; Third Party
Beneficiaries. This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received a counterpart hereof signed by all of
the other parties hereto. No provision of this Agreement is intended to confer
any rights, benefits, remedies, obligations, or liabilities hereunder upon any
Person other than the parties hereto and their respective successors and
assigns.
Section 7.11 . Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.
Section 7.12 . Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.
Section 7.13 . Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
Section 7.14 . Specific Performance. The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof,
in addition to any other remedy to which they are entitled at law or in equity.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
SARATOGA LIGHTING HOLDINGS LLC
By: Saratoga Partners IV, L.P., its sole
member
By: Saratoga Management Company LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
GENERAL ELECTRIC COMPANY,
GE Consumer Products
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer and
Vice President, Finance
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