First Modification to Deed to Secure Debt



 EXHIBIT 10(i)A3 
  

	 Return to:
 Stites & Harbison
 3350 Riverwood Parkway, Suite 1700
 Atlanta, Georgia 30339
 Our File No. 934A.84800
	  	 Cross Reference to:
 DB 2455, PG 124
 Rockdale County, Georgia Records


  
 FIRST MODIFICATION
TO 
 DEED TO SECURE DEBT AND SECURITY AGREEMENT 
  
 THIS FIRST MODIFICATION TO DEED TO SECURE DEBT AND SECURITY AGREEMENT (this “First Modification”) is made
and entered into this              day of April, 2003, to be effective as of April 7, 2003, by and between ACUITY LIGHTING GROUP, INC., a Delaware corporation (hereinafter referred
to as “Owner”) and REGIONS BANK, an Alabama banking corporation (hereinafter referred to as “Lender”), and is consented to by ACUITY BRANDS, INC. (occasionally referred to as “Parent”), ACUITY LIGHTING GROUP, INC. and
ACUITY SPECIALTY PRODUCTS GROUP, INC., all Delaware corporations (such corporations being hereinafter referred to individually as “Each Borrower” and collectively as “Borrower”). 
  
 W I T N E S S E T H 
  
 WHEREAS, Owner entered into and executed for the benefit of Lender that
certain Deed to Secure Debt and Security Agreement, dated as of October 11, 2002, recorded October 14, 2002 in Deed Book 2455, Page 124, Rockdale County, Georgia Records (the “Security Deed”); and 
  
 WHEREAS, by their signatures thereto, Each Borrower consented to the
representations and covenants contained in the Security Deed; and 
  
 WHEREAS, Owner, Borrower and Lender are now desirous of making certain modifications and amendments to the Security Deed, as herein set forth below; 
  
 NOTE TO CLERK OF SUPERIOR COURT OF ROCKDALE COUNTY: No intangible recording tax is due with respect to the recording of this First Modification. The initial term of
the indebtedness as set forth in the Deed to Secure Debt and Security Agreement was for a period of less than three (3) years, and such term is not now being extended. 







 NOW, THEREFORE, in consideration of the continued extension of credit by Lender to Borrower, Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency of which is herein acknowledged, Owner, Borrower and Lender do herein agree as follows: 
  
 1. Section 4.1(a) of the Security Deed is herein deleted in its entirety and substituted in lieu thereof is the following:

  

	 	“(a)	 	3.50 to 1.00 as of February 28, 2003;” 

  
 2. Section 4.1(b) of the Security Deed is herein deleted in its entirety and substituted in lieu thereof is the following: 
  

	 	“(b)	 	3.50 to 1.00 as of each of May 31, 2003 and August 31, 2003;” 

  
 3. Section 4.1(c) of the Security Deed is herein deleted in its entirety and substituted in lieu thereof is the following: 
  

	 	“(c)	 	3.25 to 1:00 as of each of November 30, 2003 and February 29, 2004; and” 

  

4. Section 4.1 of the Security Deed is herein amended by adding an additional subsection to be designated as Subsection (d) to read as follows:

  

	 	“(d)	 	3.00 to 1.00 as of the end of each fiscal quarter thereafter.” 

  
 5. Section 4.3 is herein amended by deleting the definition of “EBIT” as set forth therein and substituting in lieu thereof a new definition for
“EBIT” to read as follows: 
  
 “EBIT”
means, for any period for Parent and its consolidated subsidiaries, the sum of the amounts for such period, without duplication, calculated in each case in accordance with generally accepted accounting principles applied in a manner consistent with
that used in preparing the Borrower’s financial statements of (i) Net Income, plus (ii) Interest Expense to the extent deducted in computing Net Income, plus (iii) charges against income for foreign, federal, state and local taxes to the extent
deducted in computing Net Income, plus (iv) any other non-recurring non-cash charges to the extent deducted in computing Net Income, plus (v) non-cash expenses associated with the restricted stock program of Parent and its consolidated subsidiaries,
minus (vi) any non-recurring non-cash credits to the extent added in computing Net Income. 
  
 6. All other terms, covenants, conditions and provisions of the Security Deed not herein specifically amended and modified shall remain in full force and effect as originally set forth therein. 
  
 7. The parties herein specifically agree that this First Modification shall
not constitute a novation of the Security Deed. 







 8. Owner and Borrower herein affirm and agree that all covenants contained in the Security Deed and all
representations and warranties contained therein are true and correct as of the date hereof as if restated herein in their entirety. 
  
 9. Borrower herein represents and warrants that it is not in default under the terms of the Security Deed, the Note secured by the Security Deed, or any
of the other Loan Documents executed in connection with the Security Deed, and further, Borrower represents that it knows of no event that has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default
under the terms of the Security Deed or any of the other Loan Documents executed in connection with the Security Deed. 
  
 10. This First Modification contains the complete understanding of the parties with respect to the subject matter hereof, supersedes all prior
negotiations and proposals with respect thereto, and may not be amended except in writing executed by the party to be bound hereunder. This First Modification shall be governed by and construed, interpreted and enforced in accordance with the laws
of the State of Georgia without reference to Georgia conflicts of law principles. The parties hereto waive application of the legal principle that an instrument is to be construed against the party drafting it. 
  
 11. The execution and delivery of this First Modification shall not, in any
way (except as may be herein expressly provided), operate as a waiver of any right or remedy of Lender under or with respect to the Security Deed, the Note secured by the Security Deed or any of the other Loan Documents executed in connection with
the Security Deed. 
  
 12. This First Modification shall be
binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors, legal representatives, and permitted assigns, whether voluntary by act of the parties, or involuntary by operation of law, as the case may be.








 IN WITNESS WHEREOF, this First Modification has been executed by Owner and consented to and acknowledged
by Borrower, the day and year first above written. 
  

	 OWNER AND BORROWER:
  

	ACUITY LIGHTING GROUP, INC., 
	a Delaware corporation
		
	 By:
	 	 /s/ Vernon J. Nagel        


	 	 	 Vernon J. Nagel, Executive
 Vice President, Finance



  

	 Signed, sealed and delivered in the
 presence of:
	 	                               [CORPORATE SEAL]

				
	  
 /s/
Barry Goldman

	 	 	 	 	 	 
	 Unofficial Witness
	 	 	 	 	 	 
	  
 /s/
Sherene Orr

	 	 	 	 	 	 
	 Notary Public
	 	 	 	 	 	 
	 My Commission Expires:
	 	 	 	 	 	 
	  

	 	 	 	 	 	 
	[Notary Seal]	 	 	 	 	 	 








 The undersigned herein execute this First Modification to Deed to Secure Debt and Security Agreement, not
as one having an ownership interest in the Premises as defined and described in said Deed to Secure Debt and Security Agreement, but for the purpose of confirming and consenting to the representations and covenants of the undersigned as contained
herein. 
  

	 BORROWER:
  

	ACUITY BRANDS, INC., 
	a Delaware corporation
		
	 By:
	 	 /s/ Vernon J. Nagel        


	 	 	 Vernon J. Nagel, Executive Vice
 President and CFO

		
	 	 	 [CORPORATE SEAL]



  

	 Signed, sealed and delivered in the
 presence of:

	  
 /s/
Barry Goldman


	 Unofficial Witness

	  
 /s/
Sherene Orr


	 Notary Public

	 My Commission Expires:

	  


	[Notary Seal]








  

	 BORROWER:
  

	ACUITY SPECIALTY PRODUCTS GROUP, 
	 INC., a Delaware corporation

		
	 By:
	 	 /s/ Vernon J. Nagel        


	 	 	 Vernon J. Nagel, Executive Vice
 President, Finance

		
	 	 	         [CORPORATE SEAL]




	 Signed, sealed and delivered in the
 presence of:

	  
 /s/
Barry Goldman


	 Unofficial Witness

	  
 /s/
Sherene Orr


	 Notary Public

	 My Commission Expires:

	  


	[Notary Seal]









	 LENDER:

	
	 REGIONS BANK, an Alabama banking corporation

		
	 By:
	 	 /s/ W. Brad Davis


	 	 	W. Brad Davis, Vice President
		
	 	 	[CORPORATE SEAL]


  

	 Signed, sealed and delivered in the presence of:

	
	

	 Unofficial Witness

	
	 /s/ Antoinette Hughes


	 Notary Public

	 My Commission Expires:

	
	

	[Notary Seal]








 STITES & HARBISON 
 Suite 1700 Riverwood 100 Building 
 3350 Riverwood Parkway 
 Atlanta, Georgia 30339 
 (770)
850-7000 
  

 LOAN MODIFICATION CLOSING STATEMENT 

  

	 BORROWERS:
	  	ACUITY BRANDS, INC., ACUITY LIGHTING GROUP, INC. and ACUITY SPECIALTY PRODUCTS GROUP, INC., Delaware corporations
		
	 LENDER:
	  	 REGIONS BANK

		
	 PROPERTY:
	  	 1400 LESTER ROAD AND ONE LITHONIA WAY, CONYERS, ROCKDALE COUNTY, GEORGIA

		
	 DATE:
	  	 APRIL 14, 2003

		
	 FILE NUMBER:
	  	 934A.848


  

  

	 ADVANCED BY BORROWER AT CLOSING
	  	 	  	1,112.00
			
	 DISBURSEMENTS AT CLOSING:
	  	 	  	 
				
	 A.
	  	 Loan Modification Fee—Regions Bank
	  	00.00	  	 
				
	 B.
	  	 Stites & Harbison—Attorney’s Fees and Expenses
	  	1,000.00	  	 
				
	 C.
	  	 Clerk, Superior Court of Rockdale County—Recording
	  	22.00	  	 
				
	 D.
	  	 Secretary of State (Georgia)—Certificates of Existence
	  	30.00	  	 
				
	 E.
	  	 Secretary of State (Delaware)—Certificates of Existence
	  	60.00	  	 
	 	  	
	  	 
	 TOTAL DISBURSEMENTS AT CLOSING:
	  	1,112.00	  	1,112.00








 Borrowers acknowledge that they have received, reviewed, and approved the entries appearing on the within
Loan Modification Closing Statement, and acknowledge receipt of a copy of the same. 
  
 Borrowers agree that should any inadvertent errors or omissions later be discovered in any documents executed at settlement, including the Loan Closing Statement, they shall promptly execute such corrective documents
and remit such sums as may be reasonably required to adjust or correct such errors or omissions. 
  
 This 14th day of April, 2003. 
  

	 BORROWERS:

	
	 ACUITY BRANDS, INC.,

	 a Delaware corporation

		
	 By:
	 	 /s/ Vernon J. Nagel


	 	 	Vernon J. Nagel, Executive Vice President and Chief Financial Officer
		
	 	 	[CORPORATE SEAL]
	
	 ACUITY LIGHTING GROUP, INC.,

	 a Delaware corporation

		
	 By:
	 	 /s/ Vernon J. Nagel


	 	 	Vernon J. Nagel, Executive Vice President, Finance
		
	 	 	[CORPORATE SEAL]
	
	 ACUITY SPECIALTY PRODUCTS GROUP, INC.,

	 a Delaware corporation

		
	 By:
	 	 /s/ Vernon J. Nagel


	 	 	Vernon J. Nagel, Executive Vice President, Finance
		
	 	 	[CORPORATE SEAL]









 CLOSING CERTIFICATE 
  
 The undersigned, being an Executive Vice President of ACUITY BRANDS, INC., ACUITY LIGHTING GROUP, INC. and ACUITY SPECIALTY
PRODUCTS GROUP, INC., Delaware corporations (the “Borrowers”), hereby gives this certificate on behalf of Borrowers to induce REGIONS BANK, an Alabama banking corporation (“Lender”), to modify certain financial accommodations
with Borrowers pursuant to and in accordance with the terms of that certain Promissory Note in the original principal amount of $20,000,000.00 (the “Note”), which modifications are contained in that certain First Modification to Deed to
Secure Debt and Security Agreement of even date herewith (the “First Modification”) between Borrowers and Lender. 
  
 The undersigned hereby certifies that: 
  
 (1) He is an Executive Vice President of each of the Borrowers and is authorized without further action of the Boards of Directors of Borrowers to
represent Borrowers in signing this Certificate and all modification documents required by Lender in connection with the loan modification transaction between Borrowers and Lender; 
  
 (2) Borrowers are corporations duly organized, validly existing and in good standing under the laws of the State of
Delaware, are authorized to do business in Georgia, and have full power and authority to execute and deliver and to carry out and perform their obligations under the First Modification; 
  
 (3) The Articles of Incorporation and Bylaws of Borrowers and all amendments thereto were provided and certified to Lender
on October 11, 2002. There have been no changes, amendments or modifications to the Articles of Incorporation or Bylaws of Borrowers since they were last certified to Lender on October 11, 2002; 
  
 (4) The First Modification has been duly authorized, executed and delivered
by and on behalf of Borrowers; 
  
 (5) Borrowers’ execution
and delivery of the First Modification and the other instruments and agreements contemplated thereby, and Borrowers’ compliance with the provisions thereof and their performance of the covenants contained therein, do not and will not conflict
with or constitute on the part of Borrowers a violation of, breach of, or default under any existing law, court or administrative regulation or order, agreement or other instrument to which to my knowledge Borrowers are subject or parties or by
which they or their properties are bound; 
  
 (6) Borrowers are,
on the date hereof, in compliance with all terms and provisions set forth in the First Modification on their part to be observed and performed, which terms and provisions are incorporated herein by reference; 
  
 (7) On the date hereof, no Event of Default, as such term is defined in the
Deed to Secure Debt and Security Agreement, nor any event or condition which with notice or lapse of 







 time would constitute an Event of Default, has occurred or is continuing under the Deed to Secure Debt and Security
Agreement, as amended this day, or under any of the other Loan Documents executed in connection therewith; 
  
 (8) Borrowers are not in default under nor are Borrowers in material violation of (i) any provision of their Articles of Incorporation or Bylaws, (ii) any
indenture, mortgage, lien, agreement, contract, deed, lease, loan agreement or note to which it is a party or by which any of its properties may be bound or (iii) any order, judgment or decree by which Borrowers or any of their properties may be
bound, and neither the execution and delivery of the First Modification, nor the compliance with the terms, conditions and provisions thereof, will conflict in any respect with or result in a breach of or constitute a default under any of the
foregoing; 
  
 (9) There is no action or proceeding pending or, to
the knowledge of the undersigned, threatened, looking toward the dissolution or liquidation of any of the Borrowers; 
  
 (10) There is no action, suit, proceeding, inquiry or investigation of any kind, now pending or threatened against any Borrower, before any court or other
public body, which would affect title to the property subject to the First Modification; 
  
 (11) No approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with the execution or delivery of or compliance by Borrowers with the terms
and conditions of the Deed to Secure Debt and Security Agreement, as amended this day; and 
  
 (12) There are no agreements among the officers, directors or shareholders of Borrowers which restrict in any way whatsoever material to the First Modification the power and authority of Borrowers to (a) execute and
deliver and perform all of their obligations under the Deed to Secure Debt and Security Agreement, as amended this day, (b) incur liabilities, borrow money or issue notes, bonds or other obligations or (c) secure any of Borrowers’ obligations
with mortgages, deeds to secure debt, pledges, security interests or other encumbrances upon all or any portion of Borrowers’ assets. 
  
 IN WITNESS WHEREOF, the undersigned has set his hand and seal, this 14th day of April, 2003. 
  

	 /s/ Vernon J.
Nagel                  

	 	(SEAL)
	 VERNON J. NAGEL