-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGpQ1gwrSm7Al4lDq/4lDyIzUESCTAupt0yYSUZlg6789lOqbzY9mAI1jBEXTgyU sFWWi6GxO5gNVTSGp1T2tQ== 0001047469-04-010821.txt : 20040405 0001047469-04-010821.hdr.sgml : 20040405 20040405154917 ACCESSION NUMBER: 0001047469-04-010821 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIBERSTARS INC /CA/ CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48205 FILM NUMBER: 04717499 BUSINESS ADDRESS: STREET 1: 44259 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 44259 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADLT CLASS 7 LIQUIDATING TRUST CENTRAL INDEX KEY: 0001276393 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 747 THIRD AVE STREET 2: STE 12A CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a2132868zsc13da.htm 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(RULE 13D-101)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FIBERSTARS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

315 662 10 6

(CUSIP Number)

ADLT Class 7 Liquidating Trust
Bridge Associates, LLC, Trustee
747 Third Avenue
Suite 32A
New York, New York 10017
(212) 207-4710

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 5, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 315 662 10 6 SCHEDULE_13D/A


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ADLT Class 7 Liquidating Trust

2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o
				(b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions) OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
				o

6.	Citizenship or Place of Organization Illinois

Number of Shares		7.	Sole Voting Power 541,011
Beneficially
Owned by Each		8.	Shared Voting Power 0
Reporting
Person With		9.	Sole Dispositive Power 541,011

		10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 541,011

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
				o

13.	Percent of Class Represented by Amount in Row (11) 8.3%

14.	Type of Reporting Person (See Instructions) OO

Page 2 of 5 Pages

Item 1. Security and Issuer.

No change is being reported.

Item 2. Identity and Background.

No change is being reported

Item 3. Source and Amount of Funds or Other Consideration.

No change is being reported.

Item 4. Purpose of Transaction.

On March 29, 2004, the ADLT Class 7 Liquidating Trust (the "Trust") sold 1,000,000 shares of the issuer's common stock to private equity investors pursuant to a Stock Purchase Agreement, dated March 19, 2004. The shares of the issuer that were sold by the Trust were not registered in reliance on the so-called "Section 4(1¹/2)" exemption under the Securities Act of 1933. However, the issuer has agreed to register these shares for resale in accordance with its obligations to the Trust, and the Trust's transferees, pursuant to the Second Amended and Restated Investor Agreement (the "Investor Agreement").

As a result of this transaction, the Trust beneficially owns 541,011 shares of the issuer's common stock. The Trust will continue its purpose of conducting an orderly liquidating of these remaining shares and other assets formerly owned by Advanced Lighting Technologies, Inc. ("Advanced Lighting"). In addition, Bridge Associates, LLC, as trustee of the Trust, will continue to seek opportunities to sell the assets held by the Trust in order to maximize the value of those assets for the Trust's beneficiaries. As of the date of this statement, no transaction that would lead to a disposition of the remaining shares has been identified, and the remaining shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). However, the Trust has the right under the Investor Agreement to require the issuer to cause the remaining 541,011 shares to be registered under the Securities Act. The transfer of the remaining 541,011 shares continues to be subject to certain restrictions contained in the Investor Agreement, including a restriction against a transfer of the issuer's shares that would cause any person to receive an interest greater than 5% of the "Voting Securities" (as defined in the Investor Agreement) unless otherwise consented to by the issuer.

Item 5. Interest in Securities of the Issuer.

(a) The Trust beneficially owns 541,011 shares of the issuer's common stock. This represents approximately 8.3% of the Issuer's common stock outstanding as of date of this statement.

(b) The Trust has the sole power to vote and dispose of 541,011 shares of the issuer's common stock. However, pursuant to the Investor Agreement, until such time as the Trust no longer holds 7.5% of the issuer's common stock, the Trust has agreed to vote its shares with the issuer's management on all matters (other than the election of directors) only in the same proportion as the remaining shareholders of the issuer vote. Under the Investor Agreement, the Trust's power to dispose of its shares is restricted.

(d)-(e) Not applicable.

Page 3 of 5 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

(a) On March 18, 2004, Advanced Lighting, the issuer and the Trust entered into a modified Investor Agreement, which provides, among other things, as follows:

•: The Trust's agreement not to solicit proxies with respect to the election or removal of any of the issuer's directors;
•: The Trust's agreement not to deposit the issuer's shares in a voting trust or to join a group or otherwise act in concert with a third person for the purpose of acquiring, holding, voting or disposing of the shares of the issuer;
•: The Trust's agreement to notify the issuer's management if it plans to acquire or dispose of the issuer's common stock (but only so long as the Trust holds at least 7.5% of the common stock of the issuer);
•: The Trust's agreement to vote the shares with the issuer's management on all matters (other than the election of directors) only in the same proportion as the remaining shareholders of the issuer vote (but only so long as the Trust holds at least 7.5% of the common stock of the issuer); and
•: Certain restrictions in the Trust's ability to dispose of the issuer's shares (but only so long as the Trust holds at least 7.5% of the common stock of the issuer).

The parties modified the Investor Agreement to account for the fact that Advanced Lighting assigned warrants representing the right to acquire 42,000 shares of the issuer's common stock to two former employees of Unison Fiber Optics Lighting, an affiliate of Advanced Lighting. The modification of the Investor Agreement has retroactive effect to the parties' original agreement, dated January 6, 2004.

(b) The Trust sold 1,000,000 shares of the issuer's common stock to private equity investors pursuant to a Stock Purchase Agreement, dated March 19, 2004.

Item 7. Material to be Filed as Exhibits.

Exhibit Number		Name
99.1		Second Amended and Restated Investor Agreement
99.2		Stock Purchase Agreement

Page 4 of 5 Pages

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2004

ADLT CLASS 7 LIQUIDATING TRUST

By: Bridge Associates, LLC, trustee

By:

/s/ JEAN FITZSIMON

Jean FitzSimon
Authorized Signatory

Page 5 of 5 Pages

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Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 6.

Item 7. Material to be Filed as Exhibits.

Signatures
EX-99.1 3 a2132868zex-99_1.htm EX-99.1
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Exhibit 99.1

Execution Copy

SECOND AMENDED AND RESTATED INVESTOR AGREEMENT

This SECOND AMENDED AND RESTATED INVESTOR AGREEMENT ("Agreement") is made as of this 18th day of March, 2004 by and among FIBERSTARS, INC., a California corporation (the "Company"), ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio corporation ("ADLT"), ADLT CLASS 7 LIQUIDATING TRUST, u/a/d January, 2004 (the "Trust"), and UNISON FIBER OPTIC LIGHTING SYSTEMS, LLC., a Delaware limited liability company and a wholly-owned subsidiary of ADLT ("Unison").

RECITALS

A. WHEREAS, on January 1, 2000 the Company, ADLT and Unison entered into a Restated Investor Agreement (the "Original Agreement") which contained, among other things, certain restrictions on the transfer of Voting Securities (as defined herein) held by ADLT and Unison;

B. WHEREAS, on February 1, 2000, the Company issued to Unison four warrants, Warrant Nos. 1 through 4, each for the acquisition of up to two-hundred fifty thousand (250,000) shares of the Company's common stock (for an aggregate of up to one million (1,000,000) shares of the Company's common stock) (the "Warrants") subject to the achievement of certain metrics set forth therein, the extent of achievement of which metrics has become the subject of disagreement between ADLT and the Company;

C. WHEREAS, prior to the date hereof, Unison transferred all of its interest in the Warrants to ADLT, and, accordingly, the parties (including Unison) desire to terminate Unison's obligations under the Original Agreement;

D. WHEREAS, ADLT has proposed (i) to exercise and acquire five-hundred and eighteen thousand (518,000) shares of Company common stock under the Warrants by exercising Warrant No. 2 in full, and Warrant Nos. 1 and 3, in part (for 208,000 and 60,000 shares, respectively), (ii) to transfer all of its Voting Securities (including the 518,000 Company common shares to be issue as set forth at "(i)," hereof) to the Trust, an amount equal to 1,541,011 Company common shares, (iii) to divide and assign such portions of Warrant No. 1 representing the right to acquire up to an aggregate of 42,000 Company common shares to two former Unison employees in satisfaction of certain of its commitments to the same (specifically, the right to acquire up to 28,000 Company common shares to a John Davenport and the right to acquire up to 14,000 Company common shares to a Roger Beulow), (iv) to divide and assign such portions of Warrant Nos. 3 and 4 representing the right to acquire up to an aggregate of 7.5% of the Company common shares remaining under such Warrants to two former Unison employees in satisfaction of certain of its commitments to the same (specifically, 5% of such Warrants to a John Davenport and 2.5% of such Warrants to a Roger Beulow), and (v) to retain the under the balance of divided Warrant Nos. 3 and 4 the right to acquire up to an aggregate of four hundred and seven thousand (407,000) shares of Company common stock, subject to the terms and conditions thereof, and the Company has agreed to grant its consent to the above exercise, transfer and/or assignment, subject to the terms and conditions hereinafter set forth; and

WHEREAS, the parties hereto wish to amend and restate the Original Agreement to effect the agreements described in the foregoing recitals and certain other arrangements hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual provisions of this Amended and Restated Investor Agreement, the Company, ADLT, the Trust and Unison agree as follows:

1.: Definitions. As used herein, the term:

(a) "affiliate," with respect to a specified person, means a person that controls, is controlled by or is under common control with such specified person. For purposes of this

definition, "control" when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "affiliated," "controlling" and "controlled" have meanings correlative to the foregoing.

(b) "Board" means the board of directors of the Company.

(i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than ADLT or its affiliate(s), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities;

(ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the Voting Securities of such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or

(iii) the stockholders of the Company approve a plan of complete liquidation of the company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company's assets.

(d) "Directors" means the directors serving on the Board.

(e) "Effective Date" means March 18, 2004.

(f) "Minimum Interest" means Voting Securities representing voting power of not less 7.5% of the voting power of all then-outstanding Voting Securities (as determined if all outstanding Voting Securities were voting together).

(g) "Plan" means the Fourth Amended Chapter 11 Plan of Reorganization filed by Saratoga Lighting Holdings LLC, ADLT and certain other "debtor" parties thereto with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, together with any and amendments thereto approved by such court.

(h) "Proposed Change of Control" shall mean the receipt by the Board or Company management of a bona fide proposal by a third party setting forth a plan of action pursuant to which Voting Securities representing Voting power of the Company in excess of 40% of the Company would be beneficially held, directly or indirectly, by such third party (by merger, purchase of assets or purchase of stock) upon consummation of such plan.

(i) "Rights Agreement" means the Rights Agreement, dated September 20, 2001, as amended, between the Company and Mellon Investor Services LLC.

2. Transfer of Voting Securities and Division and Assignment of Warrant No. 3. The Company, to the extent it has not already done so, hereby agrees to use its best efforts to cause the Rights Agreement to be amended prior to the Effective Date to exclude the Trust from becoming an "Acquiring Person" (as defined in the Plan) by virtue of the Transfer (as defined

below), it being understood and agreed that the purpose of such amendment is to preclude the Transfer from causing an issuance of "Rights" (as defined in the Plan) under the Plan. The Company hereby consents to the transfer on or after the Effective Date 1,541,011 Fiberstars Common Shares held by ADLT to the Trust (the "Transfer"). The Transfer shall be effected pursuant to one or more instruments of assignment in form and substance reasonably acceptable to the Company. ADLT hereby covenants to effect the division and partial assignments of described at Recital D, hereof, and the Company hereby consents to such division and assignment. Concurrently with the Transfer, the Trust shall concurrently execute and deliver to the Company an instrument of assumption in form and substance reasonably acceptable to the Company, and which instrument shall, in any event, provide for the Trust's agreement to be bound by the terms and conditions applicable to Company security holders under the Rights Agreement, as amended.

3. Board Matters. Effective on the Effective Date, all of ADLT's rights to nominate persons to the Board shall terminate and be of no further force or effect. The Trust hereby acknowledges that it does not and will not receive any right to nominate persons to the Board..

4. Unison Matters. Effective as of the date hereof, all of Unison's rights and obligations under the Original Agreement shall terminate and be of no further force or effect.

5. Standstill Agreement.

(a) Voting Trust, etc. Excluding the Transfer, none of ADLT, any affiliated entity and the Trust shall deposit any securities of the Company entitled to vote with respect to the election of any directors of the Company ("Voting Securities") in a voting trust, or, except as otherwise provided herein, subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities.

(b) Solicitation of Proxies. Without the Company's prior written consent, none of ADLT, any affiliated entity or the Trust shall solicit proxies with respect to any Voting Securities, nor shall any of them become, with respect to the election or removal of any of the Company's directors, a "participant" within the meaning of Rule 14a-11 of Regulation 14A under the Exchange Act; provided, however, that ADLT shall not be deemed to be a "participant" under such role by reason of the membership of its designee on the Board.

(c) Acts in Concert with Others. Excluding the Transfer, none of ADLT, any affiliated entity and the Trust shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any third person, for the purpose of acquiring, holding, voting or disposing of Voting Securities. The foregoing prohibition shall not prevent ADLT, any affiliate or the Trust from joining a partnership, limited partnership, syndicate or other group not formed or perpetuated for any such purpose which acquires, holds or disposes of Voting Securities, provided that none of ADLT, any affiliated entity and the Trust is able, either directly or indirectly, to vote such Voting Securities.

6. Notice of Voting Securities Purchases and Sales; Further Assurances. From and after the Effective Date, and until such times as the Trust holds less than the Minimum Interest, the Trust shall advise the management of the Company as to its and its affiliated entities' plans to acquire or dispose of beneficial ownership of any Voting Securities, or rights thereto, reasonably in advance of any such action. All purchases of Voting Securities of the Company by ADLT, its affiliated entities and the Trust shall be made in compliance with applicable laws and regulations. Each of the parties hereto shall cooperate with the other parties hereto and provide reasonable assistance as may be required in order to implement the provisions of this Agreement.

7. Voting. Unless the Company otherwise consents in writing, from and after the Effective Date and until such time as the Trust no longer holds at least the Minimum Interest, the Trust shall take such action as may be required so that all of its Voting Securities are voted with

management on all matters, other than the election of directors, to be voted on by holders of Voting Securities in not less than the same proportion as the votes cast by the other holders of Voting Securities with respect to such matters.

8. Restrictions on Transfer of Voting Securities. Except for the Transfer, neither ADLT nor any affiliated entity shall dispose of beneficial ownership or voting control of Voting Securities or any right thereto, except in accordance with applicable state and federal securities laws. The Trust shall not dispose of beneficial ownership or voting control of Voting Securities or any right thereto except (i) to the Company or any person or group approved by the Company; (ii) to a corporation or other entity of which the Trust owns not less than 50% of the voting power entitled to be cast in the election of directors or managers, as the case may be (a "Controlled Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting Stock subject to all the provisions of this Agreement, including this Section 8, and agrees to transfer such Voting Securities to the Trust or another Controlled Enterprise of the Trust if it ceases to be a Controlled Enterprise of the Trust; (iii) pursuant to a bona fide public offering registered under the Securities Act of either Voting Securities or securities exchangeable or exercisable for Securities (in which the Trust obtains more than 10% of the offering and the Trust does not have the ability to select the purchasers); (iv) pursuant to Rule 144 under the Securities Act (provided that if Rule 144(k) is available, such transfer nevertheless is within the volume limits and manner of sale requirements applicable to non-144(k) transfers under Rule 144); (v) in transaction not described in (i), (ii), (iii), (iv), (vi) or (vii) hereof so long as such transactions do not, directly or indirectly, result in any person or group owning or having the right to acquire or intent to acquire beneficial ownership of Voting Securities with aggregate voting power of 5% or more of the aggregate voting power of all outstanding Voting Securities (as determined if all Voting Securities were voting together) except during any period that the effectiveness of a Form S-3 Registration Statement filed or to be filed pursuant to Exhibit A covering such Voting Securities is revoked, withdrawn, suspended during any "black-out" period or unreasonably delayed, in which case such aggregate voting power threshold shall be 10% rather than 5%; (vi) the transfer of any warrant for Voting Securities issued by the Company to a person or persons approved in advance by the Company to the extent that the exercise or conversion of such warrant by the Trust would violate the Hart Scott Rodino Act or, in the opinion of counsel, would otherwise be a potential violation of antitrust law, or (vii) in response to an offer to purchase or exchange for cash or other consideration any Voting Securities that (a) is made by or on behalf of the Company, or (b) is made by another person or group and is not opposed by the Board within the time such Board is required, pursuant to regulations under the Exchange Act, to advise Company stockholders of such Board's position on such offer. The Trust's obligations pursuant to this Section 8 shall terminate effective upon the first date that the Trust ceases to hold the Minimum Interest.

9. Registration Rights. The parties hereto agree that, upon Transfer, any and all registration rights, if any, which may have existed prior to Transfer with regard to any of the Voting Securities so transferred shall terminate upon Transfer; provided, however, that upon Transfer the Trust shall have such S-3 Registration rights with regard to the Voting Securities so Transferred as are set forth at Exhibit A hereto, which Exhibit A is incorporated herein by reference, provided that any such transferee shall first enter into with the Company a writing acceptable to the Company whereby the transferee agrees to be bound by Sections 1.1(a), 1.1(d), 1.1(f), the last paragraph of 1.1, 1.2, 1.3(b) and 1.3(c) set forth at Exhibit A, but only to the extent of such transferees ownership of the Registrable Securities. The Transfer notwithstanding, the Trust retains its obligation to bear the expenses incurred by the Company in connection with the registration procedures as set forth at the second to last paragraph of Section 1.1 of Exhibit A.

10. Governing Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents centered into and to be performed entirely within California.

11. Successors and Assigns. This Agreement, and the rights and obligations hereunder, may not be assigned without the prior written consent of the Company; provided, however, that the registration rights described on Exhibit A hereto shall be transferable to permitted transferees and assignees of the Voting Securities. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, heirs, executors and administrators and permitted assigns of the parties hereto.

12. Termination. Upon a Change in Control, the obligations and rights of the parties contained in Section 5 entitled "Standstill Agreement," Section 6 entitled "Notice of Voting Securities Purchase and Sale" and Section 8 "Restrictions on Transfer of Voting Securities" shall immediately terminate and the conduct of the parties shall no longer be restricted or bound thereby; provided, however, that any such termination is not intended by the parties to affect limitations independently imposed by the Company's Rights Agreement, as amended.

13. Expenses. The Trust shall reimburse the Company for all its reasonable expenses (including without limitation its reasonable attorneys' fees) incurred in connection with the Transfer including, without limitation, the negotiation, preparation and implementation of this Agreement promptly upon presentation of a reasonable summary thereof and copies of all relevant invoices incurred.

14. Trustee Liability. This Agreement, to the extent executed by any person in his capacity as trustee of a trust, is executed by such person solely as such trustee and not in an individual capacity. The execution by such person of this Agreement in his capacity as trustee shall not create any liability on, or require the performance of any covenant by, any such trustee individually nor subject the individual property of any such trustee to any liability.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Investor Agreement effective as of the date and year first above written.

FIBERSTARS, INC		ADVANCED LIGHTING TECHNOLOGIES, INC.

By:	/s/ David N. Ruckert Name: David N. Ruckert Title: President, CEO	By:	/s/ Wayne R. Hellman Name: Wayne R. Hellman Title: Chairman and CEO

ADLT CLASS 7 LIQUIDATING TRUST,		UNISON FIBER OPTIC LIGHTING SYSTEMS, LLC
By:	Bridge Associates, LLC, Trustee	By:	ADVANCED LIGHTING TECHNOLOGIES, INC., its sole member
By:	/s/ Jean FitzSimon , Jean FitzSimon, Authorized Signatory	By:	/s/ Wayne R. Hellman Name: Wayne R. Hellman Title: Chairman and CEO

EXHIBIT A

1.

Registration of the Shares; Compliance with the Securities Act.

1.1: Registration Procedures and Expenses. The Company hereby agrees that it shall:

(a) if requested (and it qualifies under applicable SEC rules) to undertake an S-3 registration by the Trust with regard to the Voting Securities subject to the Transfer (including, the Employee Shares should the Employees execute a joinder agreeing to be bound by the terms and provisions of the Exhibit A), subject to receipt of necessary information from the Trust and the Employees, prepare and file with the SEC as soon as practicable following such request a registration statement on Form S-3 (the "Registration Statement"), which Registration Statement shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statement therein, in light of the circumstances in which they were made, not misleading, to enable the resale of the shares of Company Common Stock subject to the Transfer (the "Registrable Shares") by the Trust from time to time on the Nasdaq and use all reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (i) the later of the third anniversary of the Transfer, plus, in each case, a number of days equal to the number of days, if any, the Registration Statement is suspended or not effective beyond the Grace Period, (ii) such time as all Registrable Shares subject to the Transfer may immediately be sold during any 90 day period pursuant to Rule 144 under the Securities Act, or (iii) the closing of an acquisition of the Registrable Securities in exchange for publicly traded stock (i.e., stock that has been registered under the Securities Act for issuance to such Investor and is listed on a national securities exchange or Nasdaq) of another entity (the "Registration Period"). In the event that Form S-3 is unavailable for such registration, the Company shall use such other form as is available for such a registration. For purposes of this Section 1.1(a), "Grace Period" shall mean a suspension under Section 1.2(b) and 1.2(c) in excess of sixty (60) days in the aggregate in any twelve month period of time;

(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period;

(c) furnish to the Trust with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Trust may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust;

(d) file documents required of the Company for normal blue sky clearance in states specified in writing by the Trust, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(e) use its reasonable best efforts to cause the Registrable Shares to be listed on Nasdaq in connection with the filing of the Registration Statement under Section 1.1(a); and,

(f) the Company shall permit a single firm of legal counsel ("Legal Counsel") designated by the holders of at least a majority of the Registrable Shares to review the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC.

The Trust shall bear all expenses incurred by the Company in connection with the procedures in paragraph (a) through (f) of this Section 1.1 and the registration of the Registrable Shares pursuant to the Registration Statement in addition to the legal fees and expenses of Legal Counsel or other

A-1

advisers to the Trust or underwriting discounts, brokerage fees and commissions incurred by the Trust, if any.

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1.1 that the Trust shall furnish to the Company such information regarding itself, the Registrable Shares to be sold by the Trust, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Shares.

1.2: Transfer of Registrable Shares After Registration; Suspension.

(a) [INTENTIONALLY OMITTED].

(b) In addition to any suspension rights under paragraph (c) below, the Company may, upon the happening of any event, that, in the judgment of Company's board of directors, renders it advisable to suspend use of the prospectus for no more than sixty (60) days in the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, suspend use of the prospectus on written notice to each Investor (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended suspension, if known), in which case Trust shall discontinue disposition of Registrable Shares covered by the Registration Statement or prospectus until copies of a supplemented or amended prospectus are distributed to the Trust or until the Trust is advised in writing by the Company that the use of the applicable prospectus may be resumed.

(c) Subject to paragraph (d) below, in the event of: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (iv) any event or circumstance which necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Trust (the "Suspension Notice") to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended suspension, if known), and, upon receipt of such Suspension Notice, the Trust will refrain from selling any Registrable Shares pursuant to the Registration Statement (a "Suspension") until the Trust's receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause the use of the prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Investors.

(d) Provided that a Suspension is not then in effect, the Trust may sell Registrable Shares under the Registration Statement, provided that the Trust arranges for delivery of a current prospectus to the transferee of such Registrable Shares.

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(e) In the event of a sale of Registrable Shares by the Trust, the Trust must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale in such form as the Company and its transfer agent may reasonably request so that ownership of the Registrable Shares may be properly transferred.

(f) For so long as the Company will have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent required by Rule 144 under the Securities Act for a period of three (3) years after the Transfer.

1.3 Indemnification. For the purpose of this Section 1.3 only, (i) the term "Registration Statement" shall include any final prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 1.1(a); and (ii) the term "untrue statement" shall include any untrue statement or any omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(a) The Company agrees to indemnify and hold harmless each the Trust and its trustee and the directors, partners, officers, advisors, agents, representatives and employees of either (and each person, if any, who controls such Trust within the meaning of section 15 of the Securities Act) from and against any losses, claims, damages or liabilities to which the Trust and its trustee and the directors, officers, advisors, agents, representatives and employees of either (or such person, if any, who controls such Trust within the meaning of section 15 of the Securities Act) may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or (ii) any failure by the Company to fulfill any undertaking included in the Registration Statement, and the Company will reimburse the Trust and its trustee (and each person, if any, who controls the Trust within the meaning of section 15 of the Securities Act) for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Trust specifically for use in preparation of the Registration Statement or the failure of the Trust to comply with its covenants and agreements contained in Section 1.2 hereof or any statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to the Trust prior to the pertinent sale or sales by the Trust.

(b) The Trust agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement if, and to the extent, such untrue statement was made in reliance upon and in conformity with information furnished by or on behalf of the Trust in writing specifically for use in preparation of the Registration Statement, and the Trust will reimburse the Company (or such officer, director or controlling person) or other Investor, as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim.

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(c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 1.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 1.3 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 1.3. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

(d) If the indemnification provided for in this Section 1.3 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Trust on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or the Trust on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Company and the Trust agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

1.4 Termination of Conditions and Obligations. The conditions precedent imposed by Section 1 upon the transferability of the Registrable Shares shall cease and terminate as to any particular number of the Registrable Shares when such Registrable Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Registrable Shares or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act or upon evidence reasonably satisfactory to the Company that such registration is not required, or sold pursuant to Rule 144 of the Securities Act or another applicable exemption.

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Exhibit 99.1

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EXHIBIT A
EX-99.2 4 a2132868zex-99_2.htm EX-99.2
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Exhibit 99.2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is made and effective as of March 19, 2004 by and among (i) the ADLT Class 7 Liquidating Trust (the "Trust") established pursuant to that certain Liquidating Trust Agreement (the "Trust Agreement"), dated as of December 10, 2003, between Advanced Lighting Technologies, Inc. and Bridge Associates, LLC (the "Trustee"), and (ii) the Purchasers identified in the signature pages attached hereto (each, a "Purchaser" and, collectively, the "Purchasers").

WHEREAS, the Trust desires to sell to the Purchasers and the Purchasers severally and not jointly desire to purchase from the Trust 1,000,000 shares (collectively, the "Trust Shares") of Fiberstars, Inc. (the "Company") common stock, par value $.0001 (the "Common Stock").

WHEREAS, at the request of the Trust and in connection with the transaction contemplated hereby, the Company has agreed to register for resale the Trust Shares sold by the Trust hereunder in accordance with the Company's obligations to the Trust, and to the Purchasers as transferees of Trust Shares under Section 8(v) of that certain Second Amended and Restated Investor Agreement and Exhibit A thereto, which Agreement is made by and among the Company, Advanced Lighting Technologies, Inc., an Ohio corporation, the Trust, and Unison Fiber Optic Lighting Systems, LLC, a Delaware limited liability company, as of March 18, 2004, in the form of Exhibit A as attached hereto (the "Investor Agreement").

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Trust and the Purchasers agree as follows:

ARTICLE I.
PURCHASE, CLOSING, AND POST-CLOSING

1.1 Purchase and Sale of Trust Shares. Subject to the satisfaction or waiver of the conditions set forth in Section 1.4 herein, the Trust hereby agrees to sell, and the Purchasers severally and not jointly agree to purchase from the Trust, the Trust Shares on the terms set forth in this Agreement in the allocations set forth on the signature pages. For the purposes of this Agreement, "Per Share Purchase Price" equals $7.90; "Investment Amount" means, with respect to each Purchaser, the investment amount indicated below such Purchaser's name on the signature page of this Agreement; "Registration Statement" means a registration statement meeting the requirements set forth in the Investor Agreement; and "Closing" means the business day on which all the conditions set forth in Section 1.4 hereof are satisfied or waived by the appropriate party.

1.2 Delivery of Trust Shares. Prior to the Closing, the Trust will deliver to Mellon Investor Services LLC (the "Company's Transfer Agent") all of the certificates that represent the Trust Shares, together with such other documents as the Company and the Company's Transfer Agent may require to effect the transfer of the Trust Shares into the names of the Purchasers, including executed stock powers, with medallion guarantees, and directions for the Company's Transfer Agent to effect all such transfers. The Trust will use its commercially reasonable efforts to cause the Company to instruct the Company's Transfer Agent to issue new Certificates (as defined below) that represent the Trust Shares to be registered in the name of each such Purchaser.

1.3 Closing. (a) On the business day on which all the conditions set forth in Section 1.4 hereof shall have been satisfied, the Closing of the purchase of the Trust Shares shall occur at the offices of Bryan Cave llp, 2020 Main Street, Suite 600, Irvine, California 92606 or such other date and location as the parties hereto shall mutually agree. Notwithstanding the above, if the Closing shall not have occurred within three business days following (x) the satisfaction by the Purchasers of the conditions set forth in Subsections 1.4(f), 14(h), and 1.4(j) hereof, the Purchasers shall have the right, but not the obligation, to terminate their obligations hereunder without recourse or (y) the satisfaction by the Trust

of the condition set forth in Subsection 1.4(f) and by the Company's Transfer Agent of the condition set forth in Subsection 1.4(g) hereof, the Trust shall have the right, but not the obligation, to terminate its obligations hereunder without recourse. At the Closing, the Trust shall cause to be delivered to each Purchaser a certificate evidencing that number of Transfer Shares of Common Stock equal to such Purchaser's Investment Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or such nominee name as designated by the Purchaser (collectively, the "Certificates") in the manner set forth in Subsection 1.4(g) hereof.

(b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Trust a Per Share Purchase Price of $7.90 for its respective Trust Shares.

1.4 Closing Conditions. The Closing of the purchase and sale of Trust Shares is subject to:

(a) All documents required to be duly and validly executed and delivered by the parties shall have been received by the appropriate parties, as noted hereinbelow.

(b) All representations and warranties of the parties contained herein shall be true and correct in all material respects as of the date when made and as of the Closing as though made on and as of such date.

(c) Each respective party hereto shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to have been performed, satisfied or complied with by it at or prior to the Closing.

(d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or by the Nasdaq Stock Market, Inc., that prohibits the consummation of any of the transactions contemplated by this Agreement or permitted by the Investor Agreement.

(e) The Company shall have provided written advice to the Trust and the Purchasers that the Investor Agreement permits the transfer of the Trust Shares to the Purchasers, as contemplated by this Agreement, and that Exhibit A thereto permits the Purchasers to demand the registration of the Trust Shares.

(f) The Trust and the Purchasers shall have duly executed and delivered to their respective counsel, for delivery as of the Closing, this Agreement.

(g) Each Purchaser shall have received a facsimile copy of its respective Certificate registered in such Purchaser's name, the originals of each such Certificate being held by Levenfeld Pearlstein, LLC, counsel to the Trust, for delivery to an authorized representative of each of the Purchasers as of the Closing.

(h) Each Purchaser shall have deposited its respective aggregate Per Share Purchase Price in the amount referenced in, and required by, Subsection 1.3(a), above, with Bryan Cave llp, counsel for Roth Capital Partners, LLC, for delivery to the Trustee, as the authorized representative of the Trust as of the Closing.

(i) Prior to the Closing, counsel for the Purchaser shall have provided counsel for the Trustee with written evidence of its receipt of each such deposit referenced in Subsection 1.3(h), above.

(j) Each Purchaser shall have duly executed and delivered to their counsel, for delivery as of the Closing, the "writing acceptable to the Company," referenced in Section 9 of Exhibit A to the Trust Agreement.

(k) The Closing shall have occurred no later than March 24, 2004.

1.5 Post-Closing Undertaking by the Trust. As between the Trust and the Purchasers, the Trust shall bear all expenses incurred in connection with the procedures set forth in Subparagraphs 1.1(a) through (f), inclusive of Exhibit A to the Investor Agreement and the registration of the Trust Shares pursuant to the "Registration Statement" (as that term is defined in the Investor Agreement), provided that each Purchaser shall bear the expenses of its respective advisers and the underwriting discounts, brokerage fees, and commissions, if any, incurred by such Purchaser.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Trust. The Trust hereby makes the following representations and warranties to each Purchaser (and any permitted assignee) as of the date hereof, and as of the Closing:

(a) Authorization; Enforcement. The Trust has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Trust of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust and no further action is required by the Trust in connection therewith. This Agreement has been duly executed and delivered by and on behalf of the Trust and constitutes the valid and binding obligations of the Trust enforceable against it in accordance with its terms.

(b) Status of the Trust. The Trust Agreement is in full force and effect and has neither been modified or amended.

(c) No Consents. Except as may be required pursuant to the Investor Agreement, no consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the consummation by the Trust of the transactions on its part contemplated by this Agreement, except those that have been made or obtained prior to the date of this Agreement.

(d) Good and Marketable Title. Except as provided by the Investor Agreement, (i) the Trust is the lawful record and sole beneficial owner of the Trust Shares to be sold hereunder; (ii) as of the Closing, the Trust will have good and marketable title to the Trust Shares, free and clear of any liens, encumbrances, equities or claims, except for restrictions on subsequent transfer imposed by the securities laws; and (iii) immediately following the Closing, each Purchaser will have good and marketable title to all Trust Shares purchased by such Purchaser, free and clear of all liens, encumbrances, equities or claims; provided, however, that the representations and warranties set forth in this final clause of this Subsection 2.1(d) shall not be deemed to have been breached by the Trust if such Purchaser does not have "good and marketable title to all Trust Shares purchased by such Purchaser, free and clear of all liens, encumbrances, equities or claims" by virtue such Purchaser's individual circumstances and not by the general circumstances of such Purchaser being a transferee of the Trust of any or all of the Trust Shares due to any attributes, restrictions, or otherwise of the Trust Shares or the Trust, which relate to a transfer of the Trust Shares to such specific Purchaser.

(e) No Additional Agreements. The Trust does not have any agreement or understanding with any Purchaser with respect to the transactions contemplated by this Agreement other than as specified in this Agreement.

(f) Inclusion of Trust Shares; No Contractual Limitations on Resale. All of the Trust Shares are included in the Investor Agreement, such that all of the Purchasers shall enjoy the benefit of registration rights referenced in Exhibit A thereto in respect of all of the Trust Shares. Subject to each Purchaser's several and not joint compliance with such Purchaser's representations and

warranties contained in Section 2.2 hereof and to compliance with applicable federal and state securities laws, neither this Agreement, nor the Investor Agreement shall in any way limit each Purchaser's right to sell the Trust Shares.

(g) Non-Public Information. Except for this transaction, neither the Trust, nor any person acting on its behalf, has provided any Purchaser or its agents or counsel with any information that constitutes material, non-public information regarding the Company or its business. The Trust understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in the securities of the Company.

2.2 Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby makes the following representations and warranties to the Trust as of the date hereof, and as of the Closing.

(a) Organization. If an entity, Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder.

(b) Authorization; Enforcement. Such Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms.

(c) Investment Intent. Such Purchaser understands that the Trust Shares are "restricted securities" and have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities law. Such Purchaser is acquiring the Trust Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Trust Shares or any part thereof, has no present intention of distributing any of such Trust Shares and has no arrangement, agreement, or understanding (directly or indirectly) with any other persons regarding this distribution of any such Trust Shares (provided, however, that this representation and warranty shall not in any way limit such Purchaser's right to sell the Trust Shares pursuant to any registration statement or otherwise in compliance with applicable federal and state securities laws).

(d) Purchaser Status. At the time the Purchaser was offered the Trust Shares, it was, and at the date hereof it is, an Accredited Investor or a Qualified Institutional Buyer, as defined under the Securities Act. Such Purchaser is acquiring the Trust Shares hereunder in the ordinary course of its business. Such Purchaser is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended.

(e) Experience of such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Trust Shares, and has evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Trust Shares and is able to afford a complete loss of such investment.

(f) No General Solicitation. Such Purchaser is not purchasing the Trust Shares as a result of any advertisement, article, notice or other communication regarding the Trust Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or through any other general solicitation or general advertisement.

(g) Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Trust Shares pursuant to this Agreement, as permitted by the Investor Agreement. Such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not on the advice of any other Purchaser's business and/or legal counsel in making such decision.

ARTICLE III.
MISCELLANEOUS

3.1 Fees and Expenses. Except as otherwise set forth in this Agreement or any other agreement between the parties, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Trust shall pay all stamp and other taxes and duties levied in connection with the sale of the securities. Further, each Purchaser acknowledges that it has been represented by its own separate legal counsel in its review of the Investor Agreement and its review and negotiation of this Agreement, which each Purchaser acknowledges is other than Bryan Cave llp.

3.2 Entire Agreement. This Agreement, together with the exhibits and schedules thereto, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

3.3 Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Trust Shares.

3.4 Notices. Except as otherwise provided by Section 3.6, below, any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a trading day, (b) the next trading day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified on the signature page of this Agreement on a day that is not a trading day or later than 6:30 p.m. (New York City time) on any trading day, (c) the trading day following the date of mailing, if sent by a U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto, except that the address for such notices and communications to the Trust or the Trustee shall be: Philip E. Rubin, c/o Levenfeld Pearlstein, LLC, 211 Waukegan Road, Suite 300, Northfield, Illinois 60093; facsimile number: 847-441-9976.

3.5 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Trust and the Purchasers holding not less than a majority of the Trust Shares sold hereunder or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

3.6 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal

courts sitting in the State of New York (the "New York Courts") and for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (including with respect to the enforcement of this Agreement). If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. For the purposes of this Agreement, "Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

3.7 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or email transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email signature page were an original thereof.

3.8 Independent Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement or the Investor Agreement, as applicable. The decision of each Purchaser to purchase Trust Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser. Nothing contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute any or all of the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or permitted by the Investor Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Trust Shares or enforcing its rights under this Agreement or the Investor Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or the Trust Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

[SIGNATURE PAGE OF TRUST FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ADLT CLASS 7 LIQUIDATING TRUST
By:	BRIDGE ASSOCIATES, LLC, Trustee
	By:	/s/ JEAN FITZSIMON Jean FitzSimon, Authorized Signatory

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE PAGES OF PURCHASERS FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

		VALOR CAPITAL MANAGEMENT LP
		By:		/s/ JOHN KRATKY III Name: John Kratky III Title: Managing Director of the General Partner, Kratky Management, LLC
		LAURO F. GUERRA
		By:		/s/ LAURO F. GUERRA Name: Lauro F. Guerra Title: Investor
		DOSHAY FAMILY TRUST OF 1999
		By:		/s/ GLENN DOSHAY Name: Glenn Doshay Title: Trustee, Doshay Family Trust of 1999
		TURNING POINT LLC
		By:		/s/ MICHAEL ALLESANDRO Name: Michael Allesandro Title: Managing Director
		ROBERT TROBEC IRA
		By:		/s/ ROBERT TROBEC Name: Robert Trobec IRA Title:
		MICHAEL ALLESANDRO IRA ROLLOVER
		By:		/s/ MICHAEL ALLESANDRO Name: Michael Allesandro Title:

		MICHAEL ALLESANDRO IRA
		By:		/s/ MICHAEL ALLESANDRO Name: Michael Allesandro Title:
		LANGLEY PARTNERS, L.P.
		By:		/s/ JEFFREY THORP Name: Jeffrey Thorp Title: Managing Member of Langley Capital, LLC, its General Partner
		OMICRON MASTER TRUST
		By:		/s/ BRUCE BERNSTEIN Name: Bruce Bernstein Title: Managing Partner
		PROXIMITY PARTNERS L.P.
		By:		/s/ Steven Crosby Name: Steven Crosby Title: General Partner
		PROXIMITY FUND L.P.
		By:		/s/ STEVEN CROSBY Name: Steven Crosby Title: General Partner
		GLACIER PARTNERS
		By:		/s/ PETER CASTELLANOS Name: Peter Castellanos Title: General Partner
		TAILWIND INVESTMENT PARTNERS (QP)
		By:		/s/ James Record Name: James Record Title: Vice President
		TAILWIND INVESTMENT PARTNERS INTERNATIONAL, L.P.
		By:		/s/ James Record Name: James Record Title: Vice President
		TAILWIND INVESTMENT PARTNERS (AI), L.P.
		By:		/s/ James Record Name: James Record Title: Vice President
		WEC PARTNERS, L.P.
		By:		/s/ WARREN E. CLIFFORD Name: Warren E. Clifford Title: General Partner

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Exhibit 99.2

STOCK PURCHASE AGREEMENT
ARTICLE I. PURCHASE, CLOSING, AND POST-CLOSING
ARTICLE II. REPRESENTATIONS AND WARRANTIES
ARTICLE III. MISCELLANEOUS
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