VARI LITE INTERNATIONAL INC
EXHIBIT 10.56
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>7
<FILENAME>a2034323zex-10_56.txt
<DESCRIPTION>EXHIBIT 10.56
<TEXT>

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                                    MORTGAGE
                                     (FIXED)


PARTIES                This mortgage is made between the Borrower named below
                       and BARCLAYS MERCANTILE BUSINESS FINANCE LIMITED ("the
                       Lender" which expression shall include the Lender's
                       successors and assigns and any company for which the
                       Lender may be acting as agent) of Churchill Plaza,
                       Churchill Way, Basingstoke, Hampshire RG21 7GP.

DATE AND               1.1   The date of this mortgage is 23 November 2000
DEFINITIONS                  In this mortgage the following expressions have
                             the meanings respectively set out against them:-

                       "Borrower":       VARI-LITE PRODUCTION SERVICES LIMITED
                                         of 20-22 Fairway Drive, Greenford,
                                         Middlesex UB6 8PW (registered England
                                         No. 2876045);

                       "Goods":          the goods, particulars of which are set
                                         out in the Schedule to this mortgage
                                         together with all component parts,
                                         accessories, improvements and renewals
                                         and all books, manuals, handbooks,
                                         technical data, drawings, schedules
                                         and other documentation and any
                                         amendments to them belonging to the
                                         Goods;

                       "Loan":           L4,000,000 or the balance for the time
                                         being outstanding;

                       "Offer Letter":   Offer Letter means the letter dated
                                         9th November 2000 from the Lender to
                                         the Borrower offering a L4,000,000
                                         Chattel Mortgage Facility;

                       "Instalment
                       Dates":           the day of each month in each year in
                                         which the Loan is outstanding the first
                                         Instalment Date being 22 December 2000;

                       "Instalments":    48 monthly payments of L99,486.22
                                         payable on the Instalment Dates;

                       "Base Rate":      Finance House Base Rate as from time
                                         to time published in the Financial
                                         Times or


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                                         other newspaper or, in default of
                                         such publication whilst any sum is
                                         outstanding under this mortgage, such
                                         alternative equivalent base rate as
                                         shall be agreed between the parties or,
                                         in default of agreement, settled by the
                                         President for the time being of the
                                         Institute of Chartered Accountants in
                                         England and Wales or his nominee acting
                                         as an expert;

                       "Termination      the balance of unpaid Instalments
                       Sum":             less a rebate of interest calculated
                                         by the Lender for early repayment;

                       "Insurances":     all policies and contracts of insurance
                                         taken out or to be taken out in respect
                                         of the Goods, including all claims and
                                         benefits arising under them and returns
                                         of premium;

                       "Security         any mortgage, charge, pledge, Lien or
                       Interest":        other encumbrance;

                       "Total Loss":     total loss whether actual or
                                         constructive or compromised or agreed
                                         or arranged with the insurers of the
                                         Goods;

                       "Default          any of the events stated in clause 9
                       Events":          below;

                       "Working Day":    any day, except Saturdays, on which
                                         the clearing banks in the City of
                                         London are (or would be but for strike,
                                         lockout or other stoppage, affecting
                                         particular banks or banks generally)
                                         open during banking hours.

INTERPRETATION         1.2   In this mortgage the masculine includes the
                       feminine and the neuter, and the singular includes the
                       plural. If the Borrower is two or more persons, that
                       expression includes all such persons (and each of
                       them) and their liability under this mortgage is joint
                       and several. The rights and obligations of the
                       Borrower hereunder are personal to the Borrower and
                       shall not be capable of being assigned or transferred

CONSTRUCTION           1.3   The marginal notes are for ease of reference
                       only and do not affect the construction of this
                       mortgage. Any reference in this deed to a statutory
                       provision shall be construed as a reference to that
                       provision as from time to time amended or re-enacted.
                       The benefit of this deed and the security created
                       hereby shall enure for the benefit of the Lender's
                       successors and assigns and any company for which the
                       Lender may be acting as agent.


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OFFER LETTER           1.4   The terms of the Offer Letter shall apply to
                       this mortgage and shall be incorporated herein. In the
                       event of any conflict or inconsistency as between the
                       Offer Letter and this mortgage, the terms of the Offer
                       Letter shall prevail.

INSTALMENTS            2.1   The Borrower shall pay to the Lender on the
                       Instalment Dates the Instalments which comprise
                       repayments of principal and payments of interest.

INTEREST               2.2.  If the Borrower does not make payment of
                       any Instalment on the relevant Instalment Date or any
                       other sum payable under this mortgage within 10 days
                       of the Lender's demand, the Borrower shall pay
                       interest to the Lender if demanded by the Lender at
                       the rate of Finance House Base Rate plus 5% per annum
                       calculated on a day to day basis from the due date to
                       the date of receipt by the Lender both before and
                       after judgement.

EARLY SETTLEMENT       2.3.  As an alternative to payment of Instalments the
                       Lender will accept the Termination Sum in full settlement
                       of the Loan with interest.

NON-WORKING DAY        2.4   Any amount payable to the Lender on a day which is
                       not a Working Day will be payable on the preceding
                       Working Day.

SUMS SECURED           3.    This mortgage secures to the Lender repayment of
                       the Loan, the payment of interest on the Loan and the
                       payment from time to time of all other sums due from
                       the Borrower to the Lender on any account whatsoever.
                       If a Default Event occurs all amounts secured by this
                       mortgage shall become immediately due and payable. The
                       Borrower covenants to pay all such monies to the
                       Lender.

COSTS                  4.    Any legal or other costs, charges or expenses
                       payable by the Borrower to the Lender under the
                       provisions of this mortgage are payable by the
                       Borrower to the Lender with value added tax thereon
                       (if any). Legal Costs are payable on a full indemnity
                       basis as between solicitor and own client.

WARRANTIES BY          5.    The Borrower warrants to the Lender that the
BORROWER               Borrower:-

                       (i)   lawfully owns and is in possession of the Goods
                             and that it and the Insurances are free of any
                             Security Interest (other than any Security
                             Interest created or subsisting with the written
                             consent of the Lender);

                       (ii)  is not subject to any prohibition or restriction
                             of its right or ability to enter into this
                             mortgage;

                       (iii) has power by its memorandum of association and
                             has taken all corporate action necessary to enter
                             into this

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                             mortgage;

                       (iv)  has not suffered or there have not occurred any
                             Default Events which are unremedied.

MORTGAGE               6.  The Borrower hereby mortgages and charges with full
                       title guarantee to the Lender all its right, title and
                       interest in the Goods as security for all sums payable
                       by the Borrower to the Lender, as referred to in
                       clause 3 above.

UNDERTAKINGS BY        7.  The Borrower:-
BORROWER

                       (i)     shall at its own expense keep the Goods in
                               good working order and condition;

                       (ii)    shall not use or permit the Goods to be used
                               in contravention of any statute or regulation
                               or for any purpose for which they are not
                               designed or reasonably suitable and shall take
                               all reasonable steps to ensure that the use
                               and operation of the Goods is by skilled
                               personnel and is without risks to health and
                               safety;

                       (iii)   shall not (except with the consent of the
                               Lender) sell, transfer, demise, let on hire or
                               otherwise part with possession of the Goods or
                               create or allow to arise any Security Interest
                               in the Goods;

                       (iv)    shall maintain all records, logs and other
                               records required by the manufacturers of the
                               the Goods;

                       (v)     shall replace any component, part or item of the
                               Goods where necessary provided that such
                               replacement is of at least equivalent value
                               and condition when compared to the original;

                       (vi)    shall cause any alterations to the Goods that
                               are from time to time required by law to be
                               made at the Borrower's expense, but shall not
                               otherwise alter the Goods otherwise than by
                               way of improvement;

                       (vii)   shall notify the Lender within 24 hours
                               following:-

                               (a)   demand of the whereabouts of the Goods;

                               (b)   any occurrence as a result of which the
                                     Goods are or are likely to become a Total
                                     Loss;

                               (c)   the occurrence of any of the Default
                                     Events referred to in clause 9(ii) to
                                     (viii) below inclusive;


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                       (viii)  shall permit any person authorised by the
                               Lender at all reasonable times upon at least
                               24 hours notice (unless a Default Event is
                               continuing unremedied or unwaived in which
                               case no notice will be required) to inspect
                               the Goods and permit or procure the granting
                               of permission for such person to enter any
                               land or premises where the Goods may be
                               situated;

                       (ix)    shall pay on demand to the Lender with interest
                               all its costs and expenses incurred in:-

                               (a)   the advance of the Loan and the acceptance
                                     and registration of this mortgage;

                               (b)   the preservation of the Lender's security
                                     in the Goods;

                               (c)   the exercise by the Lender of any of its
                                     powers under this mortgage and in
                                     ascertaining the whereabouts and/or
                                     safekeeping of the Goods;

                               (d)   any legal proceedings instituted by the
                                     Lender under this mortgage.

INSURANCES             8.1   The Insurances shall be effected and maintained by
                       the Borrower at all times while any amount is secured
                       by this mortgage and shall be endorsed with a note of
                       the Lender's interest.

RISKS INSURED          8.2   The Insurances shall be all insurable risks cover
                       under policies, on terms, subject only to exclusions
                       and/or an excess approved by the Lender and with
                       insurers acceptable to the Lender.

SUM INSURED            8.3   The Goods shall be insured for their market
                       value as agreed by the parties or, failing agreement,
                       as determined, at the expense of the Borrower, by a
                       valuer acceptable to the parties.

PREMIUMS               8.4   The Borrower shall pay punctually all premiums
                       payable by the Borrower in respect of the Insurances
                       and, on request, produce receipts or other proof of
                       payment to the Lender.

APPLICATION OF         8.5   The Lender may elect to require the Borrower to
INSURANCE PROCEEDS     apply any proceeds of the Insurances received by it in
                       making good the loss, repairing the damage, or
                       satisfying the liability in respect of which the claim
                       was made or in satisfaction of any amount secured by
                       this mortgage and pending such election such proceeds
                       shall be held in trust for the Lender.

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INSURANCE              8.6   The Borrower shall not use and shall not allow the
WARRANTIES             Goods to be used other than in conformity with the terms
                       of the Insurances, including any express or implied
                       warranties, without the prior written consent of the
                       insurers and without paying any extra premium required.

LENDER MAY INSURE      8.7   If the Borrower fails to effect or maintain the
                       Insurances, the Lender may effect such Insurances at
                       the Borrower's expense to be reimbursed to the Lender
                       on demand with interest.

DEFAULT EVENTS         9.    The following are the Default Events:-

                             (i)     the Borrower does not pay any sum of money
                                     secured by this mortgage within 10 days of
                                     the due date for payment (unless the Lender
                                     elects in its absolute discretion to
                                     accept late payment);

                             (ii)    the Borrower enters into or attempts to
                                     enter into a composition or arrangement
                                     with its creditors or any of them;

                             (iii)   a receiver or administrative receiver is
                                     appointed of the Borrower's assets or any
                                     of them or a meeting, whether formal or
                                     informal, is called of the Borrower's
                                     creditors or any of them;

                             (iv)    the petition for the appointment to the
                                     Borrower of an administrator is presented
                                     or the Borrower goes into liquidation,
                                     except for a voluntary liquidation for
                                     the purpose of amalgamation or
                                     reconstruction on terms previously approved
                                     by the Lender in writing;

                             (v)     the levy against the Goods of any distress
                                     or execution which is not paid out within
                                     10 Working Days of written request so
                                     requiring from the Lender to the Borrower;

                             (vi)    any of the warranties in clause 5 above
                                     proves to be incorrect, inaccurate or
                                     misleading in any material respect;

                             (vii)   the Goods are a Total Loss;

                             (viii)  the Borrower is unable to pay its debts
                                     within the meaning of Section 123 of the
                                     Insolvency Act 1986;

                             (ix)    the Lender's Security is in the Lender's
                                     reasonable opinion in jeopardy in any
                                     material respect;


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                             (x)     any company in the Barclays PLC group
                                     withdraws any facility or demands payment
                                     as a result of a default by the Borrower;

                             (xi)    the Borrower fails to comply with any of
                                     its obligations, covenants or undertakings
                                     contained in this deed (other than those
                                     relating to the payment of money) and such
                                     default (if in the opinion of the Lender it
                                     is capable of remedy) is not remedied to
                                     the Lender's satisfaction within 10 days
                                     after the occurrence of such failure.

LENDER'S POWERS        10.1  On the occurrence of a Default Event the Lender
                       may, at any time on the date of the occurrence or any
                       subsequent date, without prejudice to any powers
                       available to a Mortgagee by law, do any of the
                       following by itself or by such agents as it thinks fit
                       and without prior notice to the Borrower:-

                       (i)     take possession of the Goods severing them from
                               any land or other goods (but subject to the
                               rights of the hirer under any hire agreement),
                               if necessary, the Borrower reimbursing the
                               Lender any expense incurred or damage suffered
                               on demand with interest;

                       (ii)    move the Goods to a safe place;

                       (iii)   discharge, settle or take or defend any
                               proceedings in respect of any claims incurred
                               in connection with the Goods or the Insurances
                               and collect on the Insurances and give any good
                               receipts required;

                       (iv)    pending sale, insure, maintain, repair, operate,
                               hire out or otherwise use the Goods (but subject
                               to the rights of the hirer under any hire
                               agreement);

                       (v)     sell the Goods by public auction or private sale,
                               without advertisement and at such place, at such
                               time and on such terms as the Lender may
                               determine;

                       (vi)    do all such other acts and things as may be
                               considered to be necessary for any of the matters
                               or powers aforesaid.

                       Section 103 of the Law of Property Act 1925 shall not
                       apply to this security or any sale made by virtue hereof.

LENDER NOT LIABLE      10.2 The Lender shall not be answerable for any loss
                       occasioned by sale by it of the Goods under this
                       mortgage or any postponement of sale.

LENDER'S RECEIPT       10.3  On any sale of the Goods the Lender's receipt
                       for the


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                       purchase money shall effectively discharge the
                       purchaser. The purchaser shall not be bound to enquire
                       whether the Lender's power of sale has arisen or is
                       exercisable and shall not be concerned as to how the
                       proceeds of sale are applied.

APPLICATION            10.4  All monies received by the Lender in respect of:-

                       (i)     sale of the Goods and/or

                       (ii)    proceeds of the Insurances which the Lender, in
                               its sole discretion, elects not to release to the
                               Borrower for application by it in accordance with
                               clause 8.5 above;

                       shall be applied as follows:-

                       FIRST       in payment or reimbursement to the Lender of
                                   all costs and expenses incurred by it in
                                   connection with this mortgage and the
                                   exercise of its powers hereunder;

                       SECONDLY    in payment of any accrued but unpaid interest
                                   in connection with this mortgage;

                       THIRDLY     in repayment or reduction of the Loan;

                       FOURTHLY    in payment of any surplus to the Borrower.

ATTORNEY               11.   The Borrower hereby irrevocably appoints the Lender
                       as its attorney with full power to substitute any
                       other person, for the Borrower and in the Borrower's
                       name to sign, seal, deliver and otherwise perfect any
                       deed, assurance or agreement and do anything which may
                       be required for any purpose under or in connection
                       with this mortgage.

WAIVER                 12.   The Lender's rights and powers under this mortgage
                       shall not be prejudiced or affected by delay or
                       omission on the Lender's part. If the Lender, on
                       occasion expressly or impliedly waives any of its
                       rights or powers, such waiver shall not prevent the
                       Lender from subsequently acting strictly in accordance
                       with such rights and powers.

FURTHER ASSURANCES     13.   The Borrower shall at its own expense sign, seal,
                       deliver and otherwise perfect any deed, assurance or
                       agreement and do anything the Lender may require to
                       perfect or protect the security constituted by this
                       mortgage.

NOTICES                14.   Any notice served under this mortgage shall be
                       sufficiently served if sent by pre-paid letter post to
                       the respective addresses above (or such changed
                       address as one party may notify to the other) and
                       proof of dispatch shall be


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                       conclusive evidence of receipt by the addressee in due
                       course of transmission.

CONSOLIDATION          15.   If the Lender has from the Borrower security over
                       any other property of the Borrower, the Borrower may
                       not redeem such security or the security constituted
                       by this mortgage alone without the prior written
                       consent of the Lender. Section 93 of the Law of
                       Property Act 1925 (which restricts the consolidation
                       of mortgages) shall not apply to the security
                       constituted by this mortgage.

LAW                    16.   This mortgage shall be governed by the laws of
                       England.

SEVERANCE              17.   Each of the provisions of this deed is severable
                       and distinct from the others and if at any time one or
                       more of such provisions is or becomes invalid illegal
                       or unenforceable, the validity legality and
                       enforceability of the remaining provisions hereof
                       shall not in any way be affected or impaired thereby.

                       IN WITNESS of which this deed was executed and is
                       delivered on and takes effect from the day and year
                       first before written.

                              SCHEDULE - THE GOODS
                              --------------------




THE COMMON SEAL of the Borrower
was affixed to this deed in the
presence of:-
or (where no company seal is affixed)
Executed as a deed by the Borrower
acting by:-


Director



Director/Secretary

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