**Exhibit 10.71**

AMENDMENT NO. 4

TO

FINANCING AGREEMENT

                                ThisAMENDMENT NO. 4 TO FINANCING AGREEMENT (this “Amendment”), made as ofMarch 31, 2002, between U.S. BANK NATIONAL ASSOCIATION (formerly known asFirstar Bank, National Association), a national banking association (“Bank”)and VARI-LITE, INC., a Delaware corporation (“Borrower”),

WITNESSETH:

                                WHEREAS,Borrower and Bank have entered into that certain Financing Agreement, dated asof December 29, 2000, as amended by that certain Amendment No. 1 toFinancing Agreement, dated as of March 30, 2001, Amendment No. 2 toFinancing Agreement, dated as of June 30, 2001, and Amendment No. 3to Financing Agreement, dated as of December 31, 2001 (as so amended, the“Financing Agreement”), pursuant to which Bank has made certain loans andfinancial accommodations available to Borrower; and

                                WHEREAS,Borrower and Bank desire to further amend the Financing Agreement ashereinafter set forth;

                                NOW,THEREFORE, in consideration of the mutual promises and agreements containedherein and other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, Bank and Borrower agree as follows:

# 1.  DEFINED TERMS.

                                Each definedterm used herein and not otherwise defined herein has the meaning ascribed tosuch term in the Financing Agreement.

 

# 2.  AMENDMENT TO FINANCING AGREEMENT.

                                TheFinancing Agreement is amended, effective as of the date of this Agreement, asfollows:

                Amendment toExhibit J. Exhibit J to the Financing Agreement is amended in itsentirety to read as set forth on Exhibit J attached hereto and byreference made a part hereof.

 

# 3.  REPRESENTATIONSAND WARRANTIES.

                                Borrowerrepresents and warrants to Bank as follows:

3.1           The Amendment.  This Amendment has been duly and validlyexecuted by an authorized executive officer of Borrower and constitutes thelegal, valid and binding obligation of Borrower enforceable against Borrower inaccordance with its terms.

3.2           Financing Agreement.  The Financing Agreement as amended by thisAmendment remains in full force and effect and remains the valid and bindingobligation of 

 

----

 

 

Borrower enforceableagainst Borrower in accordance with its terms. Borrower hereby ratifies and confirms the Financing Agreement as amendedby this Amendment.

3.3           Nonwaiver. Neither theexecution, delivery, performance or effectiveness of this Amendment shalloperate nor be deemed to be nor construed as a waiver (i) of any right, poweror remedy of Bank under the Financing Agreement, nor (ii) of any term,provision, representation, warranty or covenant contained in the FinancingAgreement or any other documentation executed in connection therewith.  Further, none of the provisions of thisAmendment shall constitute, or be deemed to be or construed as, a waiver of anyEvent of Default under the Financing Agreement as amended by this Amendment.

3.4           Reference to and Effect on theFinancing Agreement.  Upon theeffectiveness of this Amendment, each reference in the Financing Agreement to“this Agreement”, “hereunder”, “hereof”, “herein”, or words of like importshall mean and be a reference to the Financing Agreement as amended hereby, andeach reference to the Financing Agreement in any other document, instrument oragreement executed and/or delivered in connection with the Financing Agreementshall mean and be a reference to the Financing Agreement as amended hereby.

3.5           Claims and Defenses.  As of the date of this Amendment, Borrowerhas no defenses, claims, counterclaims or setoffs with respect to the FinancingAgreement or its Obligations thereunder or with respect to any actions of theBank or any of its officers, directors, shareholders, employees, agents orattorneys, and Borrower irrevocably and absolutely waives any such defenses,claims, counterclaims and setoffs and releases the Bank and each of itsofficers, directors, shareholders, employees, agents and attorneys from thesame.

# 4.  CONDITIONS PRECEDENT TO EFFECTIVENESS OFTHIS AMENDMENT NO. 4

                                Inaddition to all of the other conditions and agreements set forth herein, theeffectiveness of this Amendment is subject to the each of the followingconditions precedent:

4.1           Amendment No. 4 to FinancingAgreement.  Bank shall have receivedan original counterpart of this Amendment No. 4 to Financing Agreement,executed and delivered by a duly authorized officer of Borrower.

4.2           Acknowledgment of Guarantor.  Bank shall have received an original of theattached Acknowledgment of Vari-Lite International, Inc., a Delawarecorporation, executed and delivered by a duly authorized officer of Vari-LiteInternational, Inc..

4.3           No Material Adverse Change.  There shall have occurred no material andadverse change in the Borrower’s assets, liabilities or financial conditionsince the date of the last Financials delivered by Borrower to Bank nor shallthere have been any material damage to or loss of any of Borrower’s assets orproperties since such date.

4.4           Amendment Fee.  Borrower shall have paid Bank an amendmentfee in an amount of Fifteen Thousand Dollars ($15,000.00).

 

J-2

----

 

# 5.  SECTION  MISCELLANEOUS.

5.1           Governing Law.  This Amendment has been delivered andaccepted at and shall be deemed to have been made at Cleveland, Ohio.  This Amendment shall be interpreted and therights and liabilities of the parties hereto determined in accordance with thelaws of the State of Ohio, without regard to principles of conflict of law, andall other laws of mandatory application.

5.2           Severability.  Each provision of this Amendment shall be interpretedin such manner as to be valid under applicable law, but if any provision hereofshall be invalid under applicable law, such provision shall be ineffective tothe extent of such invalidity, without invalidating the remainder of suchprovision or the remaining provisions hereof.

5.3           Counterparts.  This Amendment may be executed in one ormore counterparts, each of which, when taken together, shall constitute but oneand the same agreement.

 

[REMAINDER OF PAGE INTENTIONALLY BLANK]

 

 

 

J-3

----

 

                                IN WITNESSWHEREOF, Borrower has caused this Amendment No. 4 to Financing Agreementto be duly executed and delivered by its duly authorized officer as of the datefirst above written.

 
|   | Signed and acknowledged

in the presence of: |   | VARI-LITE, INC. |   |
|--------|----------------------------------------------|--------|-----------------|--------|
|   |                                         |   |            |
|   |                                         |   | By:             |   |
|   | Name:                                        |   |            |   |
|   |                                         |   | Its:            |   |
|   |                                         |   |            |   |
|   | Name:                                        |   |            |   |
|        |                                              |        |                 |        |  |  |  |

 

 

J-4

----

 

 
| STATE OF  | )     |
|-----------|-------|
|      | ) ss: |
| COUNTY OF | )     |

 

                                Theforegoing instrument was acknowledged before me this        day of May, 2002, by                     , the                   of Vari-Lite, Inc., a Delaware corporation, onbehalf of the corporation.

 
|   |   |   |   |   |   |          |
|--------|--------|--------|--------|--------|--------|---------------|
|   |   |   |   |   |   | Notary Public |

 

 

 

Accepted atCleveland, Ohio,

Effective as of March 31 2002.

U.S. BANK NATIONAL ASSOCIATION

 
| By:    |   |
|--------|--------|
|   |   |
| Its:   |   |

 

 

J-5

----

 

                ACKNOWLEDGMENT OF GUARANTOR

 

 

                                The undersigned,Vari-Lite International, Inc., a Delaware corporation, having guaranteed all ofthe obligations of Vari-Lite, Inc. to U.S. Bank National Association (formerlyknown as Firstar Bank, National Association) (“Bank”), hereby acknowledges andagrees, effective as of March 31, 2002, to the terms of the foregoingAmendment No. 4 to Financing Agreement. The undersigned represents and warrants to Bank that the Guarantyexecuted and delivered by the undersigned to Bank, dated as ofDecember 29, 2000, remains the valid and binding obligation of theundersigned, enforceable against it in accordance with its terms.

 
|   |   |   |   |   |  VARI-LITE INTERNATIONAL, INC. |
|--------|--------|--------|--------|--------|-------------------------------------|
|   |   |   |   |   |                                |   |
|   |   |   |   |   |                                |   |
|   |   |   |   |   | By:                                 |   |
|   |   |   |   |   |                                |   |
|   |   |   |   |   | Its:                                |   |

 

 

 
| STATE OF  |   | )    |
|-----------|--------|------|
|      |   | )ss: |
| COUNTY OF |   | )    |
|           |        |      |  |

 

                                The foregoing instrument wasacknowledged before me this         dayof May, 2002, by                          , the                             of VARI-LITE INTERNATIONAL, INC., a Delaware corporation, on behalf ofthe company.

 

 
|   |   |   |   |          |   |
|--------|--------|--------|--------|---------------|--------|
|   |   |   |   | Notary Public |   |   |
|        |        |        |        |               |        |  |

 

J-6

----

 

**Exhibit J**

**Financial Covenants**

 

Financial Covenants.  Borroweragrees that it shall:

 

(A)                              Net Capital Expenditures. Not make nor permit International to make  Net Capital Expenditures in an aggregate amount exceeding$6,000,000 for any fiscal year.

 

(B)                                Earnings Before Interest, Taxes,Depreciation and Amortization.  Not permitInternational’s Earnings Before Interest, Taxes, Depreciation and Amortization(“EBITDA”) to be less than the following amounts for the following periods:

 

| **EBIDTA** |       | **Period** |
|------------|------------|------------|
|       |       |       |
| $          | 2,931,000  |       | 10/01/00 - 12/31/00 |
| $          | 6,234,000  |       | 10/01/00 - 03/31/01 |
| $          | 7,461,000  |       | 10/01/00 - 06/30/01 |
| $          | 9,491,000  |       | 10/01/00 - 09/30/01 |
| $          | 7,650,000  |       | 01/01/01 - 12/31/01 |
| $          | 6,940,000  |       | 04/01/01 - 03/31/02 |
| $          | 9,550,000  |       | 07/01/01 - 06/30/02 |
| $          | 10,600,000 |       | 10/01/01 - 09/30/02 |
| $          | 16,314,000 |       | 01/01/02 -12/31/02 |
| $          | 16,882,000 |       | 04/01/02 -03/31/03 |
| $          | 17,385,000 |       | 07/01/02 -06/30/03 |
| $          | 18,123,000 |       | 10/01/02 -09/30/03 |

 

(C)                                Net Worth.  Not permitInternational’s Net Worth to be less than the following amounts as of thefollowing dates:

 

| **Net Date** |       | **Period** |
|--------------|------------|------------|
|         |       |       |
| **$**        | 45,000,000 |       | 12/31/00 |
| $            | 45,000,000 |       | 03/31/01 |
| $            | 45,000,000 |       | 06/30/01 |
| $            | 44,600,000 |       | 09/30/01 |
| $            | 44,000,000 |       | 12/31/01 |
| $            | 43,041,000 |       | 03/31/02 |
| $            | 44,000,000 |       | 06/30/02 |
| $            | 44,000,000 |       | 09/30/02 |
| $            | 47,750,000 |       | 12/31/02 |
| $            | 47,750,000 |       | 03/31/03 |
| $            | 47,750,000 |       | 06/30/03 |
| $            | 47,750,000 |       | 09/30/03 |

 

7

----

 

(D)                               Maximum Debt. Not permit International’s Total Funded Indebtedness to exceed thefollowing amounts at any time during the following periods:

| **Total Funded Indebtedness** |       | **Period** |
|-------------------------------|------------|------------|
|                          |       |       |
| $                             | 29,000,000 |       | 01/01/01 - 06/30/01 |
| $                             | 27,000,000 |       | 07/01/01 - 09/30/01 |
| $                             | 25,000,000 |       | 10/01/01 - 12/31/01 |
| $                             | 25,000,000 |       | 01/01/02 - 03/31/02 |
| $                             | 25,000,000 |       | 04/01/02 - 06/30/02 |
| $                             | 25,000,000 |       | 07/01/02 - 09/30/02 |
| $                             | 25,000,000 |       | 10/01/02 - 12/31/02 |
| $                             | 27,000,000 |       | 01/01/03 - 03/31/03 |
| $                             | 27,000,000 |       | 04/01/03 - 06/30/03 |
| $                             | 27,000,000 |       | 07/01/03 - 09/30/03 |
| $                             | 27,000,000 |       | at any time thereafter |

 

(E)                                 Leverage Ratio. Not permit International’s Leverage Ratio to exceed the following ratiosas of the following dates:

 

| **Leverage Ratio** |   | **Date** |
|--------------------|--------|----------|
|               |   |     |
| 4.65 to 1          |   | 03/31/01 |
| 3.23 to 1          |   | 06/30/01 |
| 2.56 to 1          |   | 09/30/01 |
| 2.90 to 1          |   | 12/31/01 |
| 3.05 to 1          |   | 03/31/02 |
| 2.30 to 1          |   | 06/30/02 |
| 2.05 to 1          |   | 09/30/02 |
| 1.80 to 1          |   | 12/31/02 |
| 1.75 to 1          |   | 03/31/03 |
| 1.65 to 1          |   | 06/30/03 |
| 1.65 to 1          |   | 09/30/03 |

 

8

----

 

(F)                                 Total Debt Service Ratio. Not permit International’s Total Debt Service Ratio to be less than thefollowing ratios as of the following dates:

 

| **Total Debt Service Ratio** |   | **Date** |
|------------------------------|--------|----------|
|                         |   |     |
| 0.61 to 1                    |   | 09/30/01 |
| 0.60 to 1                    |   | 12/31/01 |
| 0.53 to 1                    |   | 03/31/02 |
| 0.90 to 1                    |   | 06/30/02 |
| 1.00 to 1                    |   | 09/30/02 |
| 1.20 to 1                    |   | 12/31/02 |
| 1.20 to 1                    |   | 03/31/03 |
| 1.20 to 1                    |   | 06/30/03 |
| 1.20 to 1                    |   | 09/30/03 |

II.                                     Definitions

 

(A)                              The term “Net Capital Expenditures”for purposes of this Exhibit J shall mean the sum of  (a) International’s consolidated capitalexpenditures (including, but not by way of limitation, expenditures for fixedassets or leases capitalized or required to be capitalized on International’sconsolidated books by purchase, lease-purchase agreement, option or otherwise),minus  (b) the net bookvalue of capital assets previously sold and replaced by such capitalexpenditures.

 

(B)                                The term “Earnings Before Interest,Taxes, Depreciation, and Amortization” or “EBITDA”****forpurposes of this Exhibit J shall mean International’s consolidatedearnings from operations before income taxes and interest income or expense plusdepreciation, plus amortization of all non-cash charges, all asdetermined in accordance with generally accepted accounting principles, andshall not include any gains or losses from the sale of assets outside thenormal course of business or any other extraordinary accounting adjustments ornon-recurring items of income or loss.

 

(C)                                The term “Net Worth” for purposesof this Exhibit J shall mean the total of International’sconsolidated shareholders equity, as determined in accordance with generallyaccepted accounting principles, consistently applied.

 

(D)                               The term “Total Funded Indebtedness”for purposes of this Exhibit J shall have the meaning and bedetermined in accordance with generally accepted accounting principlesconsistently applied by International on a consolidated basis in accordancewith past practices.

9

----

 

(E)                                 The term “Leverage Ratio” forpurposes of this Exhibit J shall mean:

 

1.             ***As of 03/31/01***,  the ratio of Total Funded Indebtedness as ofsuch date to EBITDA as measured from 10/01/00 to 03/31/01;

 

2.             ***As of 06/30/01***, theratio of Total Funded Indebtedness as of such date to EBITDA as measured from10/01/00 to 06/30/01;

 

3.             ***As of 09/30/01***, theratio of Total Funded Indebtedness as of such date to EBITDA as measured from10/01/00 to 09/30/01; and

 

4.             ***As of 12/31/01 and as of the lastday of any fiscal quarter thereafter***, the ratio of Total FundedIndebtedness as of such date to EBITDA as measured on a four quarter trailingbasis.

 

(F)                                 The term “Unfunded Capital ExpenditurePayments” for purposes of this Exhibit J shall mean the amountof consolidated capital expenditures of International which are not financedunder the CapEx Facility nor any other financing arrangement with any otherperson.

 

(G)                                The term “Total Debt Service Ratio”for purposes of this Exhibit J shall mean:

 

1.             ***For the period commencing on the07/01/01 and ending on 09/30/01***, the ratio of (a) EBITDA asmeasured from 01/01/01 to 09/30/01 to (b) the sum of  (i) the total consolidated andregularly scheduled principal and interest payments of Total FundedIndebtedness for the period 01/01/01 to 09/30/01,  plus  (ii) UnfundedCapital Expenditure Payments for the period 01/01/01 to 09/30/01, minus(iii) the US $1,000,000 Japanese principal payment paid by Vari-Lite Asia,Inc. in March, 2001;

 

                                                2.             ***For the period commencing on the10/01/01 and ending on 12/31/01***, the ratio of (a) EBITDA asmeasured on a four quarter trailing basis to (b) the sum of  (i) the total consolidated andregularly scheduled principal and interest payments of Total FundedIndebtedness for such four quarter trailing period,  plus (ii) Unfunded Capital Expenditure Payments for suchfour quarter trailing period,  minus  (iii) the US $1,000,000 Japaneseprincipal payment paid by Vari-Lite Asia, Inc. in March, 2001, plus (iv)the amount of taxes paid by International on a consolidated basis during suchfour quarter trailing period, minus (v) the amount of Japanese taxespaid by Vari-Lite Asia, Inc. in February, 2001; and

 

                                                3.             ***For all periods after 12/31/01***,the ratio of (a) EBITDA as measured on a four quarter trailing basis to (b) thesum of  (i) the totalconsolidated and regularly scheduled principal and interest payments of TotalFunded Indebtedness for such four quarter trailing period,  plus (ii) Unfunded CapitalExpenditure Payments for such four quarter trailing period, plus (iii)the amount of taxes paid by International on a consolidated basis during suchfour quarter trailing period.

10

----