EXHIBIT
10.2


 


 


RECEIVABLES
PURCHASE AGREEMENT



dated as of August 2, 2004





Among





GENLYTE RECEIVABLES CORPORATION, as Seller,



GENLYTE THOMAS GROUP LLC, as Servicer,







JUPITER SECURITIZATION CORPORATION,





BANK ONE, NA (MAIN OFFICE CHICAGO)

as Agent





and





THE GENLYTE GROUP INCORPORATED,

as Provider


 

















 


TABLE
OF CONTENTS


 


 


	
  ARTICLE I

  	
  PURCHASE ARRANGEMENTS

  	
   

  
	
   

  	
  Section 1.1

  	
   

  	
  Purchase Facility

  	
   

  
	
   

  	
  Section 1.2

  	
   

  	
  Increases

  	
   

  
	
   

  	
  Section 1.3

  	
   

  	
  Decreases

  	
   

  
	
   

  	
  Section 1.4

  	
   

  	
  Payment Requirements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PAYMENTS AND COLLECTIONS

  	
   

  
	
   

  	
  Section 2.1

  	
   

  	
  Payments

  	
   

  
	
   

  	
  Section 2.2

  	
   

  	
  Collections Prior to
  Amortization

  	
   

  
	
   

  	
  Section 2.3

  	
   

  	
  Collections
  Following Amortization

  	
   

  
	
   

  	
  Section 2.4

  	
   

  	
  Application of Collections

  	
   

  
	
   

  	
  Section 2.5

  	
   

  	
  Payment Recission

  	
   

  
	
   

  	
  Section 2.6

  	
   

  	
  Maximum Purchaser Interests

  	
   

  
	
   

  	
  Section 2.7

  	
   

  	
  Purchase Option

  	
   

  
	
   

  	
  Section 2.8

  	
   

  	
  Extension
  of Scheduled Commitment Termination Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  JUPITER FUNDING

  	
   

  
	
   

  	
  Section 3.1

  	
   

  	
  Jupiter Costs

  	
   

  
	
   

  	
  Section 3.2

  	
   

  	
  Jupiter Costs Payments

  	
   

  
	
   

  	
  Section 3.3

  	
   

  	
  Calculation of Jupiter
  Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  FINANCIAL INSTITUTION FUNDING

  	
   

  
	
   

  	
  Section 4.1

  	
   

  	
  Financial Institution
  Funding

  	
   

  
	
   

  	
  Section 4.2

  	
   

  	
  Yield Payments

  	
   

  
	
   

  	
  Section 4.3

  	
   

  	
  Selection
  and Continuation of Tranche Periods

  	
   

  
	
   

  	
  Section 4.4

  	
   

  	
  Financial
  Institution Discount Rates

  	
   

  
	
   

  	
  Section 4.5

  	
   

  	
  Suspension of the LIBO Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
  Section 5.1

  	
   

  	
  Representations
  and Warranties of The Seller Parties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  CONDITIONS OF PURCHASES

  	
   

  
	
   

  	
  Section 6.1

  	
   

  	
  Conditions
  Precedent to Initial Incremental Purchase

  	
   

  
	
   

  	
  Section 6.2

  	
   

  	
  Conditions
  Precedent to All Purchases and Reinvestments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  COVENANTS

  	
   

  



 


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  Section 7.1

  	
   

  	
  Affirmative
  Covenants of the Seller Parties

  	
   

  
	
   

  	
  Section 7.2

  	
   

  	
  Negative
  Covenants of The Seller Parties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION AND COLLECTION

  	
   

  
	
   

  	
  Section 8.1

  	
   

  	
  Designation of Servicer

  	
   

  
	
   

  	
  Section 8.2

  	
   

  	
  Duties of Servicer

  	
   

  
	
   

  	
  Section 8.3

  	
   

  	
  Collection Notices

  	
   

  
	
   

  	
  Section 8.4

  	
   

  	
  Responsibilities of Seller

  	
   

  
	
   

  	
  Section 8.5

  	
   

  	
  Reports

  	
   

  
	
   

  	
  Section 8.6

  	
   

  	
  Servicing Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMORTIZATION EVENTS

  	
   

  
	
   

  	
  Section 9.1

  	
   

  	
  Amortization Events

  	
   

  
	
   

  	
  Section 9.2

  	
   

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
  Section 10.1

  	
   

  	
  Indemnities by The
  Seller Parties

  	
   

  
	
   

  	
  Section 10.2

  	
   

  	
  Increased Cost and
  Reduced Return

  	
   

  
	
   

  	
  Section 10.3

  	
   

  	
  Other Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  THE AGENT

  	
   

  
	
   

  	
  Section 11.1

  	
   

  	
  Authorization and Action

  	
   

  
	
   

  	
  Section 11.2

  	
   

  	
  Delegation of Duties

  	
   

  
	
   

  	
  Section 11.3

  	
   

  	
  Exculpatory Provisions

  	
   

  
	
   

  	
  Section 11.4

  	
   

  	
  Reliance by Agent

  	
   

  
	
   

  	
  Section 11.5

  	
   

  	
  Non-Reliance on Agent and Other Purchasers

  	
   

  
	
   

  	
  Section 11.6

  	
   

  	
  Reimbursement and Indemnification

  	
   

  
	
   

  	
  Section 11.7

  	
   

  	
  Agent in its Individual Capacity

  	
   

  
	
   

  	
  Section 11.8

  	
   

  	
  Successor Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  ASSIGNMENTS; PARTICIPATIONS

  	
   

  
	
   

  	
  Section 12.1

  	
   

  	
  Assignments

  	
   

  
	
   

  	
  Section 12.2

  	
   

  	
  Participations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section 13.1

  	
   

  	
  Waivers and Amendments

  	
   

  



 


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  Section 13.2

  	
  Notices

  	
   

  
	
   

  	
  Section 13.3

  	
  Ratable Payments

  	
   

  
	
   

  	
  Section 13.4

  	
  Protection
  of Ownership Interests of the Purchasers

  	
   

  
	
   

  	
  Section 13.5

  	
  Confidentiality

  	
   

  
	
   

  	
  Section 13.6

  	
  Bankruptcy Petition

  	
   

  
	
   

  	
  Section 13.7

  	
  Limitation of Liability

  	
   

  
	
   

  	
  Section 13.8

  	
  CHOICE OF LAW

  	
   

  
	
   

  	
  Section 13.9

  	
  CONSENT TO JURISDICTION

  	
   

  
	
   

  	
  Section 13.10

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
  Section 13.11

  	
  Integration; Binding Effect; Survival of
  Terms

  	
   

  
	
   

  	
  Section 13.12

  	
  Counterparts; Severability; Section
  References

  	
   

  
	
   

  	
  Section 13.13

  	
  Bank One Roles

  	
   

  
	
   

  	
  Section 13.14

  	
  Characterization

  	
   

  
	
   

  	
  Section 13.15

  	
  Terms Generally

  	
   

  
	
   

  	
  Section 13.16

  	
  Accounting Terms

  	
   

  
	
   

  	
  Section 13.17

  	
  Performance Undertaking

  	
   

  
	
   

  	
   

  
	
  Exhibits and Schedules

  	
   

  
	
  Exhibit
  I

  	
  Definitions

  	
   

  
	
  Exhibit
  II

  	
  Form
  of Purchase Notice

  	
   

  
	
  Exhibit
  III

  	
  UCC
  Locations; Places of Business of the Seller Parties; Locations of Records;
  Federal Employer Identification Number(s)

  	
   

  
	
  Exhibit
  IV

  	
  Names
  of Collection Banks; Collection Accounts

  	
   

  
	
  Exhibit
  V

  	
  Form
  of Compliance Certificate

  	
   

  
	
  Exhibit
  VI

  	
  Form
  of Collection Account Agreement

  	
   

  
	
  Exhibit
  VII

  	
  Form
  of Assignment Agreement

  	
   

  
	
  Exhibit
  VIII

  	
  Credit
  and Collection Policy

  	
   

  
	
  Exhibit
  IX

  	
  Form
  of Invoice

  	
   

  
	
  Exhibit
  X

  	
  Form
  of Monthly Report

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule
  A

  	
  Commitments

  	
   

  
	
  Schedule
  B

  	
  Closing
  Documents

  	
   

  
	
  Schedule C

  	
  Performance Undertaking

  	
   

  
					



 


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GENLYTE
RECEIVABLES CORPORATION

RECEIVABLES PURCHASE AGREEMENT


 


This
Receivables Purchase Agreement dated as of August 2, 2004 is among Genlyte
Receivables Corporation, a Delaware corporation (“Seller”),
Genlyte Thomas Group LLC (“Genlyte”), a Delaware limited liability
company, as initial Servicer (in such capacity, the “Servicer”), the
entities listed on Schedule A to this
Agreement (together with any of their respective successors and assigns hereunder,
the “Financial Institutions”), Jupiter
Securitization Corporation (“Jupiter”),
Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or
any successor agent hereunder (together with its successors and assigns
hereunder, the “Agent”) and The Genlyte
Group Incorporated, a Delaware corporation (“Provider”).  Unless defined elsewhere herein, capitalized
terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.


 


PRELIMINARY
STATEMENTS


 


Seller desires
to transfer and assign Purchaser Interests to the Purchasers from time to time.


 


Jupiter may,
in its absolute and sole discretion, purchase Purchaser Interests from Seller
from time to time.


 


In the event
that Jupiter declines to make any purchase, the Financial Institutions shall,
at the request of Seller, purchase Purchaser Interests from time to time.


 


Bank One, NA
(Main Office Chicago) has been requested and is willing to act as Agent on
behalf of Jupiter and the Financial Institutions in accordance with the terms
hereof.


 


ARTICLE I

PURCHASE ARRANGEMENTS


 


Section 1.1             Purchase Facility.


 


(a)           Upon the terms and
subject to the conditions hereof, Seller may, at its option, sell and assign
Purchaser Interests to the Agent for the benefit of one or more of the Purchasers.  In accordance with the terms and conditions
set forth herein, Jupiter may, at its option, instruct the Agent to purchase on
behalf of Jupiter, or if Jupiter shall decline to purchase, the Agent shall
purchase, on behalf of the Financial Institutions, Purchaser Interests from
time to time in an aggregate amount not to exceed at such time the lesser of
(i) the Purchase Limit and (ii) the aggregate amount of the Commitments during
the period from the date hereof to but not including the Facility Termination
Date.


 


(b)           Seller may, upon at
least thirty (30) Business Days’ notice to the Agent, terminate in whole or
reduce in part, ratably among the Financial Institutions, the unused portion of
the Purchase Limit; provided that each partial reduction of the Purchase
Limit shall be in an amount equal to $1,000,000 or an integral multiple
thereof.


 

















 


Section
1.2             Increases.  Seller shall provide the
Agent with at least two Business Days’ prior notice in a form set forth as
Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”).  Each Purchase Notice shall be subject to Section
6.2 hereof and, except as set forth below, shall be irrevocable and shall
specify the requested Purchase Price (which shall not be less than $1,000,000)
and date of purchase (which, in the case of any Incremental Purchase (after the
initial Incremental Purchase hereunder), shall only be on a Settlement Date)
and, in the case of an Incremental Purchase to be funded by the Financial
Institutions, the requested Discount Rate and Tranche Period.  Following receipt of a Purchase Notice, the
Agent will determine whether Jupiter agrees to make the purchase.  If Jupiter declines to make a proposed
purchase, Seller may cancel the Purchase Notice or, in the absence of such a
cancellation, the Incremental Purchase of the Purchaser Interest will be made
by the Financial Institutions.  On the
date of each Incremental Purchase, upon satisfaction of the applicable
conditions precedent set forth in Article VI, Jupiter or the Financial Institutions,
as applicable, shall deposit to the Facility Account, in immediately available
funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the
case of Jupiter, the aggregate Purchase Price of the Purchaser Interests
Jupiter is then purchasing or (ii) in the case of a Financial Institution, such
Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the
Purchaser Interests the Financial Institutions are purchasing.


 


Section 1.3             Decreases. 
Seller shall provide the Agent with prior written notice in conformity
with the Required Notice Period (a “Reduction
Notice”) of any proposed reduction of Aggregate Capital from
Collections.  Such Reduction Notice
shall designate (i) the date (the “Proposed
Reduction Date”) upon which any such reduction of Aggregate Capital
shall occur (which date shall give effect to the applicable Required Notice
Period), and (ii) the amount of Aggregate Capital to be reduced which shall be
applied ratably to the Purchaser Interests of Jupiter and the Financial
Institutions in accordance with the amount of Capital (if any) owing to
Jupiter, on the one hand, and the amount of Capital (if any) owing to the
Financial Institutions (ratably, based on their respective Pro Rata Shares), on
the other hand (the “Aggregate Reduction”).  Only one (1) Reduction Notice shall be
outstanding at any time.  No Aggregate
Reduction will be made following the occurrence of the Amortization Date
without the consent of the Agent.


 


Section 1.4             Payment Requirements.  All amounts to be paid or deposited by any
Seller Party pursuant to any provision of this Agreement shall be paid or
deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago
time) on the day when due in immediately available funds, and if not received
before 11:00 a.m. (Chicago time) shall be deemed to be received on the next
succeeding Business Day.  If such
amounts are payable to a Purchaser they shall be paid to the Agent, for the
account of such Purchaser, at 1 Bank One Plaza, Chicago, Illinois 60670 until
otherwise notified by the Agent.  Upon
notice to Seller, the Agent may debit the Facility Account for all amounts due
and payable hereunder.  All computations
of Yield, Jupiter Costs, per  annum fees hereunder and per  annum
fees under the Fee Letter shall be made on the basis of a year of 360 days for
the actual number of days elapsed.  If
any amount hereunder shall be payable on a day which is not a Business Day,
such amount shall be payable on the next succeeding Business Day.


 


2

















 


ARTICLE II

PAYMENTS AND COLLECTIONS


 


Section 2.1             Payments. 
Notwithstanding any limitation on recourse contained in this Agreement,
Seller shall immediately pay to the Agent when due, for the account of the relevant
Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in
the Fee Letter (which fees shall be sufficient to pay all fees owing to the
Financial Institutions), (ii) all Jupiter Costs, (iii) all amounts payable as
Yield, (iv) all amounts payable as Deemed Collections (which shall be
immediately due and payable by Seller and applied to reduce outstanding
Aggregate Capital hereunder in accordance with Sections
2.2 and 2.3 hereof), (v) all
amounts required pursuant to Section 2.6,
(vi) all amounts payable pursuant to Article X,
if any, (vii) all Servicer costs and expenses, including the Servicing
Fee,  in connection with servicing,
administering and collecting the Receivables, (viii) all Broken Funding Costs
and (ix) all Default Fees (collectively, the “Obligations”).  If any Person fails to pay any of the
Obligations when due, such Person agrees to pay, on demand, the Default Fee in
respect thereof until paid. 
Notwithstanding the foregoing, no provision of this Agreement or the Fee
Letter shall require the payment or permit the collection of any amounts
hereunder in excess of the maximum permitted by applicable law.  If at any time Seller receives any
Collections or is deemed to receive any Collections, Seller shall immediately
pay such Collections or Deemed Collections to the Servicer for application in
accordance with the terms and conditions hereof and, at all times prior to such
payment, such Collections or Deemed Collections shall be held in trust by
Seller for the exclusive benefit of the Purchasers and the Agent.


 


Section 2.2             Collections Prior to Amortization.  Prior to the Amortization Date, any
Collections and/or Deemed Collections received by the Servicer shall be set
aside and held in trust by the Servicer for the payment of any accrued and
unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. 
If at any time any Collections are received by the Servicer prior to the
Amortization Date, (i) the Servicer shall set aside the Termination Percentage
(hereinafter defined) of Collections evidenced by the Purchaser Interests of
each Terminating Financial Institution and (ii) Seller hereby requests and the
Purchasers (other than any Terminating Financial Institutions) hereby agree to
make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the
balance of each and every Collection received by the Servicer that is part of
any Purchaser Interest (other than any Purchaser Interests of Terminating
Financial Institutions), such that after giving effect to such Reinvestment,
the amount of Capital of such Purchaser Interest immediately after such receipt
and corresponding Reinvestment shall be equal to the amount of Capital
immediately prior to such receipt.  On
each Settlement Date prior to the occurrence of the Amortization Date, the
Servicer shall remit to the Agent’s account the amounts set aside during the
preceding Settlement Period that have not been subject to a Reinvestment and
apply such amounts (if not previously paid in accordance with Section 2.1) first,
to reduce unpaid Jupiter Costs, Yield and other Obligations and second, to reduce the Capital of all
Purchaser Interests of Terminating Financial Institutions, applied ratably to
each Terminating Financial Institution according to its respective Termination
Percentage.  If such Capital, Jupiter
Costs, Yield and other Obligations shall be reduced to zero, any additional
Collections received by the Servicer (i) if applicable, shall be remitted to
the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent
required to fund any Aggregate Reduction on such Settlement Date and (ii) any
balance remaining thereafter shall be remitted from the Servicer to Seller on
such Settlement Date.  Each Terminating


 


3

















 


Financial Institution shall, solely to the extent of
any Purchaser Interests funded by such Terminating Financial Institution, be
allocated a ratable portion of Collections from the Scheduled Commitment
Termination Date of such Financial Institution until such Terminating Financing
Institution’s Capital shall be paid in full. 
This ratable portion shall be calculated on the Scheduled Commitment
Termination Date of each Terminating Financial Institution as a percentage
equal to (i) Capital of such Terminating Financial Institution outstanding on
its Scheduled Commitment Termination Date, divided
by (ii) the Aggregate Capital
outstanding on such Scheduled Commitment Termination Date (the “Termination
Percentage”).  Each Terminating
Financial Institution’s Termination Percentage shall remain constant prior to
the Amortization Date.  On and after the
Amortization Date, each Termination Percentage shall be disregarded, and each
Terminating Financial Institution’s Capital shall be reduced ratably with all
Financial Institutions in accordance with Section
2.3.


 


Section 2.3             Collections Following Amortization.  On the Amortization Date and on each day
thereafter, the Servicer shall set aside and hold in trust, for the holder of
each Purchaser Interest, all Collections received on such day and an additional
amount for the payment of any accrued and unpaid Obligations owed by Seller and
not previously paid by Seller in accordance with Section
2.1.  On and after the
Amortization Date, the Servicer shall, at any time upon the request from time
to time by (or pursuant to standing instructions from) the Agent (i) remit to
the Agent’s account the amounts set aside pursuant to the preceding sentence,
and (ii) apply such amounts to reduce the Capital associated with each such
Purchaser Interest and any other Aggregate Unpaids.


 


Section 2.4             Application of Collections.  If there shall be insufficient funds on
deposit for the Servicer to distribute funds in payment in full of the
aforementioned amounts pursuant to Section 2.2
or 2.3 (as applicable), the Servicer
shall distribute funds:


 


first,
to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in
connection with servicing, administering and collecting the Receivables ,
including the Servicing Fee, if Seller or one of its Affiliates is not then
acting as the Servicer,


 


second, to
the reimbursement of the Agent’s costs of collection and enforcement of this
Agreement,


 


third,
ratably to the payment of all accrued and unpaid fees under the Fee Letter,
Jupiter Costs and Yield,


 


fourth
(to the extent applicable) to the ratable reduction of the Aggregate Capital
(without regard to any Termination Percentage),


 


fifth,
for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations
relate to the payment of Servicer costs and expenses, including the Servicing
Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs
and expenses will not be paid until after the payment in full of all other
Obligations, and


 


sixth,
after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.


 


4

















 


Collections
applied to the payment of Aggregate Unpaids shall be distributed in accordance
with the aforementioned provisions, and, giving effect to each of the
priorities set forth in Section 2.4
above, shall be shared ratably (within each priority) among the Agent and the
Purchasers in accordance with the amount of such Aggregate Unpaids owing to
each of them in respect of each such priority.


 


Section 2.5             Payment Recission.  No payment of any of the Aggregate Unpaids shall be considered
paid or applied hereunder to the extent that, at any time, all or any portion
of such payment or application is rescinded by application of law or judicial
authority, or must otherwise be returned or refunded for any reason.  Seller shall remain obligated for the amount
of any payment or application so rescinded, returned or refunded, and shall
promptly pay to the Agent (for application to the Person or Persons who
suffered such recission, return or refund) the full amount thereof, plus the
Default Fee from the date of any such recission, return or refunding.


 


Section 2.6             Maximum Purchaser Interests.  Seller shall ensure that the Purchaser
Interests of the Purchasers shall at no time exceed in the aggregate 100%.  If the aggregate of the Purchaser Interests
of the Purchasers exceeds 100%, Seller shall pay to the Agent within one (1)
Business Day an amount to be applied to reduce the Aggregate Capital (as
allocated by the Agent), such that after giving effect to such payment the
aggregate of the Purchaser Interests equals or is less than 100%.


 


Section 2.7             Purchase Option.  In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right
(upon 30 days prior written notice to the Agent), to repurchase from the
Purchasers all, but not less than all, of the then outstanding Purchaser
Interests.  The purchase price in respect
thereof shall be an amount equal to the Aggregate Unpaids through the date of
such repurchase, payable in immediately available funds.  Such repurchase shall be without
representation, warranty or recourse of any kind by, on the part of, or against
any Purchaser or the Agent.


 


Section 2.8             Extension of
Scheduled Commitment Termination Date. 
The Seller may advise the Agent and each Financial Institution in
writing of its desire to extend the Scheduled Commitment Termination Date with
respect to each Financial Institution for an additional 364 days,  provided
such request is made not more than 60 days prior to, and not less than 30 days
prior to, the then current Scheduled Commitment Termination Date with respect
to any such Financial Institution.  In
the event that the Financial Institutions are agreeable to such extension, the
Agent shall so notify the Seller (it  being  understood that
a Financial Institution may accept or decline such a request in its sole
discretion and on such terms as it may), and the Seller, the Agent and the
Purchasers shall enter into such documents as the accepting Financial
Institutions may deem necessary or appropriate to reflect such extension. In
the event any Financial Institution (each such declining Financial Institution,
a “Terminating Financial Institution”) declines the request for such
extension, such Financial Institution shall so notify the Agent and the Seller
of such determination; provided, that the failure of to notify the
Seller of such determination shall not affect the understanding and agreement
that the applicable Financial Institution shall have refused to grant such
requested extension.  Notwithstanding
anything to the contrary herein, the failure of one or more Financial
Institutions to accept the Seller’s request to extend the Scheduled Commitment
Termination Date shall not affect the right of the other Financial Institutions
to accept such request (it  being  understood that if any
such Financial 


 


5

















 


Institution does not accept such extension request,
then the Purchase Limit shall be reduced by an amount equal to the Commitment
of such declining Financial Institution).


 


ARTICLE III

JUPITER FUNDING


 


Section 3.1             Jupiter Costs.  Seller shall pay Jupiter Costs with respect to the Capital
associated with each Purchaser Interest of Jupiter for each day that any
Capital in respect of such Purchaser Interest is outstanding and is funded
other than pursuant to any Funding Agreement. 
Each Purchaser Interest not funded pursuant to a Funding Agreement will
accrue Jupiter Costs for each day during the related Calculation Period at a
rate equal to USD-LIBOR-BBA. 
Notwithstanding anything herein to the contrary, if at any time, any
Purchaser Interest of Jupiter is funded by it through any Funding Source under
any Funding Agreement such Purchaser Interest shall, for all purposes hereof,
accrue interest (beginning on the date so funded by any such Funding Source)
and be payable to Jupiter, in the manner described in Article IV, below.


 


Section 3.2             Jupiter Costs Payments.  On each Settlement Date, Seller shall pay to
the Agent (for the benefit of Jupiter) an aggregate amount equal to all accrued
and unpaid Jupiter Costs in respect of the Capital associated with all
Purchaser Interests of Jupiter for the immediately preceding Calculation Period
in accordance with Article II.


 


Section 3.3             Calculation of Jupiter Costs.  On the fifth Business Day immediately
preceding each Settlement Date, Jupiter shall calculate the aggregate amount of
Jupiter Costs for the applicable Calculation Period and shall notify Seller of
such aggregate amount.


 


ARTICLE IV

FINANCIAL INSTITUTION FUNDING


 


Section 4.1             Financial Institution Funding.  Each Purchaser Interest of the Financial
Institutions (or of Jupiter, in the event Jupiter funds all or any portion of a
Purchaser Interest under any Funding Agreement as described in Section 3.1)
shall accrue Yield for each day during its Tranche Period at either the LIBO
Rate or the Prime Rate in accordance with the terms and conditions hereof.  Until Seller gives notice to the Agent of
another Discount Rate in accordance with Section
4.4, the initial Discount Rate for any Purchaser Interest
transferred to the Financial Institutions pursuant to the terms and conditions
hereof shall be the Prime Rate.


 


Section 4.2             Yield Payments.  On the Settlement Date for each Purchaser Interest of the
Financial Institutions (or, if applicable, Jupiter), Seller shall pay to the
Agent (for the benefit of the Financial Institutions and/or Jupiter, as applicable)
an aggregate amount equal to the accrued and unpaid Yield for the entire
Tranche Period of each such Purchaser Interest in accordance with Article II.


 


Section 4.3             Selection and Continuation of Tranche Periods.


 


(a)           With consultation from
(and approval by) the Agent, Seller shall from time to time request Tranche
Periods for the Purchaser Interests of the Financial Institutions, provided
that, if at any time the Financial Institutions shall have a Purchaser
Interest, Seller shall 


 


6

















 


always request Tranche Periods such that at least one
Tranche Period shall end on the date specified in clause (A) of the definition
of Settlement Date.


 


(b)           Seller or the Agent,
upon notice to and consent by the other received at least three (3) Business
Days prior to the end of a Tranche Period (the “Terminating
Tranche”) for any Purchaser Interest, may, effective on the last day
of the Terminating Tranche:  (i) divide
any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any
such Purchaser Interest with one or more other Purchaser Interests that have a
Terminating Tranche ending on the same day as such Terminating Tranche or (iii)
combine any such Purchaser Interest with a new Purchaser Interests to be purchased
on the day such Terminating Tranche ends, provided,
that in no event may a Purchaser Interest of Jupiter be combined with a
Purchaser Interest of the Financial Institutions.


 


Section 4.4             Financial Institution Discount Rates.  Seller may select the LIBO Rate or the Prime
Rate for each Purchaser Interest of the Financial Institutions.  Seller shall by 11:00 a.m. (Chicago time):
(i) at least three (3) Business Days prior to the expiration of any Terminating
Tranche with respect to which the LIBO Rate is being requested as a new
Discount Rate and (ii) at least one (1) Business Day prior to the expiration of
any Terminating Tranche with respect to which the Prime Rate is being requested
as a new Discount Rate, give the Agent irrevocable notice of the new Discount
Rate for the Purchaser Interest associated with such Terminating Tranche.  Until Seller gives notice to the Agent of
another Discount Rate, the initial Discount Rate for any Purchaser Interest
transferred to the Financial Institutions pursuant to the terms and conditions
hereof shall be the Prime Rate.


 


Section 4.5             Suspension of the LIBO Rate.


 


(a)           If any Financial
Institution notifies the Agent that it has determined that funding its Pro Rata
Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate
would violate any applicable law, rule, regulation, or directive of any
governmental or regulatory authority, whether or not having the force of law,
or that (i) deposits of a type and maturity appropriate to match fund its
Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate
does not accurately reflect the cost of acquiring or maintaining a Purchaser
Interest at such LIBO Rate, then the Agent shall suspend the availability of
such LIBO Rate and require Seller to select the Prime Rate for any Purchaser
Interest accruing Yield at such LIBO Rate.


 


(b)           If less than all of the
Financial Institutions give a notice to the Agent pursuant to Section 4.5(a), each Financial Institution
which gave such a notice shall be obliged, at the request of Seller, Jupiter or
the Agent, to assign all of its rights and obligations hereunder to (i) another
Financial Institution or (ii) another funding entity nominated by Seller or the
Agent that is acceptable to Jupiter and willing to participate in this
Agreement through the Scheduled Commitment Termination Date in the place of
such notifying Financial Institution; provided
that (i) the notifying Financial Institution receives payment in full, pursuant
to an Assignment Agreement, of an amount equal to such notifying Financial
Institution’s Pro Rata Share of the Capital and Yield owing to all of the
Financial Institutions and all accrued but unpaid fees and other costs and
expenses payable in respect of its Pro Rata Share of the Purchaser Interests of
the Financial Institutions, and (ii) the replacement Financial Institution
otherwise satisfies the requirements of Section
12.1(b).


 


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ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


Section 5.1             Representations and Warranties of The Seller Parties.  Each Seller Party hereby represents and
warrants to the Agent and the Purchasers, as to itself, as of the date hereof
and as of the date of each Incremental Purchase and the date of each
Reinvestment that:


 


(a)           Corporate Existence and Power.  Such Seller Party is duly organized, validly
existing and in good standing under the laws of its state of organization.  Such Seller Party is duly qualified to do
business and is in good standing as a foreign organization, and has and holds
all power and all governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
conducted.


 


(b)           Power and Authority; Due Authorization, Execution and
Delivery.  The execution and
delivery by such Seller Party of this Agreement and each other Transaction
Document to which it is a party, and the performance of its obligations
hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds
of purchases made hereunder, are within its organizational powers and authority
and have been duly authorized by all necessary action on its part.  This Agreement and each other Transaction
Document to which such Seller Party is a party has been duly executed and
delivered by such Seller Party.


 


(c)           No Conflict. 
The execution and delivery by such Seller Party of this Agreement and
each other Transaction Document to which it is a party, and the performance of
its obligations hereunder and thereunder do not contravene or violate (i) its
organizational documents, (ii) any law, rule or regulation applicable to it,
(iii) any restrictions under any agreement, contract or instrument to which it
is a party or by which it or any of its property is bound, or (iv) any order,
writ, judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Adverse Claim
on assets of such Seller Party or its Subsidiaries (except as created
hereunder); and no transaction contemplated hereby requires compliance with any
bulk sales act or similar law.


 


(d)           Governmental Authorization.  Other than the filing of the financing
statements required hereunder, no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution and delivery by such Seller Party of this
Agreement and each other Transaction Document to which it is a party and the
performance of its obligations hereunder and thereunder.


 


(e)           Actions, Suits.  There are no actions, suits, or proceedings pending or, to the
knowledge of such Genlyte Party, threatened against or affecting the Seller in
or before any court, arbitrator or other body. 
There are no actions, suits or proceedings pending or, to the knowledge
of such Genlyte Party, threatened against or affecting any other Genlyte Party
or any of its Subsidiaries in or before any court, arbitrator or other body (i)
that have resulted in, or that such Genlyte Party reasonably expects to result
in, liability for damages in excess of fifteen percent (15%) of the
Consolidated Net Worth, (ii) which question the validity or enforceability of
any of the Transaction Documents, or of any action to be taken by such Genlyte
Party pursuant to any of the Transaction Documents to which it is a party, or
(iii) which could reasonably be expected to materially adversely affect the
ability of any Seller Party to perform its 


 


8

















 


obligations under the Transaction Documents to which
it is a party or the collectibility of the Receivables generally or of any
material portion of the Receivables. 
Such Seller Party is not in default with respect to any order of any
court, arbitrator or governmental body.


 


(f)            Binding Effect.  This Agreement and each other Transaction Document to which such
Seller Party is a party constitute the legal, valid and binding obligations of
such Seller Party enforceable against such Seller Party in accordance with
their respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).


 


(g)           Accuracy of Information.  All information heretofore furnished by such
Seller Party or any of its Affiliates to the Agent or the Purchasers for
purposes of or in connection with this Agreement, any of the other Transaction
Documents or any transaction contemplated hereby or thereby is, and all such
information hereafter furnished by such Seller Party or any of its Affiliates
to the Agent or the Purchasers will be, true and accurate in every material
respect on the date such information is stated or certified and does not and
will not contain any material misstatement of fact or omit to state a material
fact or any fact necessary to make the statements contained therein not
misleading.


 


(h)           Use of Proceeds.  No proceeds of any purchase hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, Regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve System from time
to time or (ii) to acquire any security in any transaction which is subject to
Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.


 


(i)            Good Title. 
Immediately prior to each purchase hereunder, Seller shall be the legal
and beneficial owner of the Receivables and Related Security with respect
thereto, free and clear of any Adverse Claim, except as created by the
Transaction Documents.  There have been
duly filed all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Seller’s ownership interest in each Receivable, its
Collections and the Related Security.


 


(j)            Perfection. 
This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to, and shall, upon each purchase hereunder,
transfer to the Agent for the benefit of the relevant Purchaser or Purchasers
(and the Agent for the benefit of such Purchaser or Purchasers shall acquire
from Seller) a valid and perfected first priority undivided percentage
ownership or security interest in each Receivable existing or hereafter arising
and in the Related Security and Collections with respect thereto, free and
clear of any Adverse Claim, except as created by the Transactions Documents.  There have been duly filed all financing
statements or other similar instruments or documents necessary under the UCC
(or any comparable law) of all appropriate jurisdictions to perfect the Agent’s
(on behalf of the Purchasers) ownership or security interest in the
Receivables, the Related Security and the Collections.


 


(k)           Places of Business and Locations of Records.  The “location” (as such term is used in the
applicable UCC) and the principal places of business and chief executive 


 


9

















 


office of such Seller Party and the offices where it
keeps any material portion of its Records are located at the address(es) listed
on Exhibit III or such other locations
of which the Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all
action required by Section 13.4(a) has
been taken and completed.  Seller’s
Federal Employer Identification Number is correctly set forth on Exhibit III.


 


(l)            Collections. 
The conditions and requirements set forth in Section
7.1(j) and Section 8.2 have
at all times been satisfied and duly performed.  The names and addresses of all Collection Banks, together with
the account numbers of the Collection Accounts of Seller at each Collection
Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. 
Seller has not granted any Person, other than the Agent as contemplated
by this Agreement, dominion and control of any Lock-Box or Collection Account,
or the right to take dominion and control of any such Lock-Box or Collection
Account at a future time or upon the occurrence of a future event.


 


(m)          Material Adverse Effect.  (i) Since December 31, 2003, except as
disclosed in writing to the Agent prior to the date hereof, no event has
occurred that has had or could reasonably be expected to have a Material
Adverse Effect.


 


(n)           Names. 
In the past five (5) years, Seller has not used any corporate names,
trade names or assumed names other than the name in which it has executed this
Agreement.


 


(o)           Ownership of Seller Parties.  Provider owns, directly or indirectly, 100%
of the issued and outstanding capital equity of each other Seller Party, free
and clear of any Adverse Claim.  Such
capital stock is validly issued, fully paid and nonassessable, and there are no
options, warrants or other rights to acquire securities of Seller.


 


(p)           Not a Holding Company or an Investment Company.  Such Seller Party is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public
Utility Holding Company Act of 1935, as amended, or any successor statute.  Such Seller Party is not an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or any successor statute.


 


(q)           Compliance with Law.  Such Seller Party has complied in all
respects with all applicable laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, except
for any failure to obtain and maintain in effect, or non-compliance, which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  Each
Receivable, together with the Contract related thereto, does not contravene any
laws, rules or regulations applicable thereto (including,
without limitation, laws, rules and
regulations relating to truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and
privacy), and no part of such Contract is in violation of any such law, rule or
regulation.


 


(r)            Compliance with Credit and Collection Policy.  Such Seller Party has complied in all
material respects with the Credit and Collection Policy with regard to each
Receivable and the related Contract, and has not made any change to such Credit
and Collection 


 


10

















 


Policy, except such material change as to which the
Agent has been notified in accordance with Section
7.1(a)(vi).


 


(s)           Payments to Originator.  With respect to each Receivable transferred
to Seller under the Receivables Sale Agreement, Seller has given reasonably
equivalent value to Originator in consideration therefor and such transfer was
not made for or on account of an antecedent debt.  No transfer by Originator of any Receivable under the Receivables
Sale Agreement is or may be voidable under any section of the Bankruptcy Reform
Act of 1978 (11 U.S.C. §§ 101 et seq.),
as amended.


 


(t)            Enforceability of Contracts.  Each Contract with respect to each
Receivable is effective to create, and has created, a legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance of the
Receivable created thereunder and any accrued interest thereon, enforceable
against the Obligor in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).


 


(u)           Eligible Receivables.  Each Receivable included in the Net
Receivables Balance as an Eligible Receivable on the date of its purchase under
the Receivables Sale Agreement was an Eligible Receivable on such purchase
date.


 


(v)           Net Receivables Balance.  Seller has determined that, immediately
after giving effect to each purchase hereunder, the Net Receivables Balance is
at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.


 


(w)          Accounting. 
The manner in which such Seller Party accounts for the transactions
contemplated by this Agreement and the Receivables Sale Agreement does not
jeopardize the true sale analysis.


 


ARTICLE VI

CONDITIONS OF PURCHASES


 


Section 6.1             Conditions Precedent to Initial Incremental Purchase.  The initial Incremental Purchase of a
Purchaser Interest under this Agreement is subject to the conditions precedent
that (a) the Agent shall have received on or before the date of such purchase
those documents listed on Schedule B
and (b) the Agent shall have received all fees and expenses required to be paid
on such date pursuant to the terms of this Agreement and the Fee Letter.


 


Section 6.2             Conditions Precedent to All Purchases and Reinvestments.  Each purchase of a Purchaser Interest (other
than pursuant to Section 13.1) and each
Reinvestment shall be subject to the further conditions precedent that (a) in
the case of each such purchase or Reinvestment:  (i) the Servicer shall have delivered to the Agent on or prior to
the date of such purchase, in form and substance satisfactory to the Agent, all
Monthly Reports as and when due under Section 8.5
and (ii) upon the Agent’s request, the Servicer shall have delivered to the
Agent at least three (3) days prior to such purchase or Reinvestment an interim
Monthly Report showing the amount of Eligible Receivables; (b) the Facility
Termination Date shall not have occurred; (c) the Agent shall have received
such other approvals, opinions or documents as it 


 


11

















 


may reasonably request and (d) on the date of each
such Incremental Purchase or Reinvestment, the following statements shall be
true (and acceptance of the proceeds of such Incremental Purchase or
Reinvestment shall be deemed a representation and warranty by Seller that such
statements are then true):


 


(i)            the representations
and warranties set forth in Section 5.1
are true and correct on and as of the date of such Incremental Purchase or
Reinvestment as though made on and as of such date;


 


(ii)           no event has occurred
and is continuing, or would result from such Incremental Purchase or
Reinvestment, that will constitute an Amortization Event, and no event has
occurred and is continuing, or would result from such Incremental Purchase or
Reinvestment, that would constitute a Potential Amortization Event; and


 


(iii)          the Aggregate Capital
does not exceed the Purchase Limit and the aggregate Purchaser Interests do not
exceed 100%.


 


It is expressly understood that each
Reinvestment shall, unless otherwise directed by the Agent or any Purchaser,
occur automatically on each day that the Servicer shall receive any Collections
without the requirement that any further action be taken on the part of any
Person and notwithstanding the failure of Seller to satisfy any of the
foregoing conditions precedent in respect of such Reinvestment.  The failure of Seller to satisfy any of the
foregoing conditions precedent in respect of any Reinvestment shall give rise
to a right of the Agent, which right may be exercised at any time on demand of
the Agent, to rescind the related purchase and direct Seller to pay to the
Agent for the benefit of the Purchasers an amount equal to the Collections
prior to the Amortization Date that shall have been applied to the affected Reinvestment.


 


ARTICLE VII

COVENANTS


 


Section 7.1             Affirmative Covenants of the Seller Parties.  Until the date on which the Aggregate
Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each Seller Party hereby covenants, as to itself, as
set forth below:


 


(a)           Financial Reporting.  Such Seller Party will maintain, for itself
and each of its Subsidiaries, a system of accounting established and
administered in accordance with GAAP, and furnish or cause to be furnished to
the Agent:


 


(i)            Annual Reporting.  Within 90 days after the close of each of its respective fiscal
years, audited, unqualified financial statements (which shall include balance
sheets, statements of income and retained earnings and a statement of cash
flows) for such Seller Party for such fiscal year certified in a manner
acceptable to the Agent by independent public accountants acceptable to the
Agent.


 


(ii)           Quarterly Reporting.  Within 45 days after the close of the first
three (3) quarterly periods of each of its respective fiscal years, balance
sheets of such Seller Party as at the close of each such period and statements
of income and retained earnings and a statement of cash flows for each such
Person for the period from the 


 


12

















 


beginning of such fiscal year to the end of such quarter, all certified
by an Authorized Officer.


 


(iii)          Compliance Certificate.  Together with the financial statements
required hereunder, a compliance certificate in substantially the form of Exhibit V signed by such Seller Party’s
Authorized Officer and dated the date of such annual financial statement or
such quarterly financial statement, as the case may be.


 


(iv)          S.E.C. Filings.  Promptly upon the filing thereof, notice of
any filing which Provider or any of its Subsidiaries files with the Securities
and Exchange Commission.


 


(v)           Copies of Notices.  Promptly upon its receipt of any notice, request for consent,
financial statements, certification, report or other communication under or in
connection with any Transaction Document from any Person other than the Agent
or Jupiter, copies of the same.


 


(vi)          Change in Credit and Collection Policy.  At least thirty (30) days prior to the
effectiveness of any material change in or material amendment to the Credit and
Collection Policy, a copy of the Credit and Collection Policy then in effect
and a notice (A) indicating such change or amendment, and (B) if such proposed
change or amendment would be reasonably likely to adversely affect the
collectibility of the Receivables or decrease the credit quality of any newly
created Receivables, requesting the Agent’s consent thereto (which shall not be
unreasonably withheld).


 


(vii)         Other Information.  Promptly, from time to time, such other information, documents,
records or reports relating to the Receivables or the condition or operations,
financial or otherwise, of such Seller Party as the Agent may from time to time
reasonably request in order to protect the interests of the Agent and the
Purchasers under or as contemplated by this Agreement.


 


(b)           Notices. 
Such Seller Party will notify the Agent in writing of any of the
following promptly (and in any event within three Business Days) upon learning
of the occurrence thereof, describing the same and, if applicable, the steps
being taken with respect thereto:


 


(i)            Amortization Events or Potential Amortization Events.  The occurrence of each Amortization Event
and each Potential Amortization Event, by a statement of an Authorized Officer of
such Seller Party.


 


(ii)           Judgment and Proceedings.  Any of the following:  (A) 
the institution of any litigation, arbitration proceeding or
governmental or regulatory investigation or proceeding pending against or
involving the Seller; (B) the entry of any judgment or decree against the
Seller; (C) any litigation or governmental or regulatory investigation or
proceeding pending against or involving any other Seller Party or any Affiliate
thereof which could reasonably be expected to have a Material Adverse Effect;
or (D) the entry of any judgment or decree against any other Seller Party or
any Affiliate thereof which could reasonably be expected to have a Material
Adverse Effect.


 


13

















 


(iii)          Material Adverse Effect.  The occurrence of any event or condition
that has had, or could reasonably be expected to have, a Material Adverse
Effect.


 


(iv)          Termination Date.  The occurrence of the “Termination Date” under and as defined in
the Receivables Sale Agreement.


 


(v)           Defaults Under Other Agreements.  The occurrence of a default or an event of
default under any other financing arrangement pursuant to which such Seller
Party is a debtor or an obligor.


 


(vi)          Downgrade of Provider.  Any rating, or any downgrade or withdrawal
in rating, of any Indebtedness of Provider or its Subsidiaries by Standard
& Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth
the Indebtedness affected and the nature of such event.


 


(c)           Compliance with Laws and Preservation of Corporate
Existence.  Such Seller Party
will comply in all respects with all applicable laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be
subject other than those being contested in good faith by appropriate
proceedings, as to which adequate reserves are established to the extent
required under GAAP; provided, however, a failure to comply
with such laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards shall not constitute a breach of this Section 7.1(c)
if such noncompliance could not reasonably be expected to have a Material
Adverse Effect.  Such Seller Party will
preserve and maintain (i) its organizational existence and good standing under
the laws of its state of formation, and (ii) all material governmental rights,
privileges, qualifications, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except governmental rights,
privileges, qualifications, permits, licenses and franchises the loss of which
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  Such Seller
Party will use reasonable efforts, in the ordinary course of business, to preserve
its business organization and goodwill.


 


(d)           Audits.  Such Seller Party will furnish to the Agent
from time to time such information with respect to it and the Receivables as
the Agent may reasonably request.  Such
Seller Party will, from time to time during regular business hours as requested
by the Agent upon reasonable notice and at the sole cost of such Seller Party,
permit the Agent, or its agents or representatives (and shall cause each
Originator to permit the Agent or its agents or representatives), (i) to
examine and make copies of and abstracts from all Records in the possession or
under the control of such Person relating to the Receivables and the Related
Security, including, without limitation, the related Contracts, and (ii) to
visit the offices and properties of such Person for the purpose of examining
such materials described in clause (i) above, and to discuss matters
relating to such Person’s financial condition or the Receivables and the
Related Security or any Person’s performance under any of the Transaction
Documents or any Person’s performance under the Contracts and, in each case,
with any of the officers or employees of Seller or the Servicer having
knowledge of such matters.


 


14

















 


(e)           Keeping and Marking of Records and Books.


 


(i)            The Servicer will (and
will cause each Originator to) maintain and implement administrative and
operating procedures (including, without limitation, an ability to recreate
records evidencing Receivables in the event of the destruction of the originals
thereof), and keep and maintain all documents, books, records and other
information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the
immediate identification of each new Receivable and all Collections of and
adjustments to each existing Receivable). 
The Servicer will (and will cause Originator to) give the Agent notice
of any material change in the administrative and operating procedures referred
to in the previous sentence.


 


(ii)           Such Seller Party will
(and will cause each Originator to) (A) on or prior to the date hereof, mark
its master data processing records and other books and records relating to the
Purchaser Interests with a legend, acceptable to the Agent, describing the
Purchaser Interests and (B) upon the request of the Agent (x) mark each
Contract with a legend describing the Purchaser Interests and (y) deliver to
the Agent all Contracts (including, without limitation, all multiple originals
of any such Contract) relating to the Receivables.


 


(f)            Compliance with Contracts and Credit and Collection
Policy.  Such Seller Party
will (and will cause each Originator to) timely and fully (i) perform and
comply with all provisions, covenants and other promises required to be
observed by it under the Contracts related to the Receivables, and (ii) comply
in all respects with the Credit and Collection Policy in regard to each
Receivable and the related Contract.


 


(g)           Performance and Enforcement of Receivables Sale Agreement.  Seller will, and will require each
Originator to, perform each of their respective obligations and undertakings
under and pursuant to the Receivables Sale Agreement, will purchase Receivables
thereunder in strict compliance with the terms thereof and will vigorously
enforce the rights and remedies accorded to Seller under the Receivables Sale
Agreement.  Seller will take all actions
to perfect and enforce its rights and interests (and the rights and interests
of the Agent and the Purchasers as assignees of Seller) under the Receivables
Sale Agreement as the Agent may from time to time reasonably request, including, without
limitation, making claims to which it may be entitled under any
indemnity, reimbursement or similar provision contained in the Receivables Sale
Agreement.


 


(h)           Ownership. 
Seller will (and will cause each Originator to) take all necessary
action to (i) vest legal and equitable title to the Receivables, the Related
Security and the Collections purchased under the Receivables Sale Agreement
irrevocably in Seller, free and clear of any Adverse Claims other than Adverse
Claims in favor of the Agent and the Purchasers (including,
without limitation, the filing of all
financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect
Seller’s interest in such Receivables, Related Security and Collections and
such other action to perfect, protect or more fully evidence the interest of
Seller therein as the Agent may reasonably request), and (ii) establish and
maintain, in favor of the Agent, for the benefit of the 


 


15

















 


Purchasers, a valid and perfected first priority
undivided percentage ownership interest (and/or a valid and perfected first
priority security interest) in all Receivables, Related Security and
Collections to the full extent contemplated herein, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Agent for the benefit
of the Purchasers (including, without limitation, the filing of all
financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect the
Agent’s (for the benefit of the Purchasers) interest in such Receivables,
Related Security and Collections and such other action to perfect, protect or
more fully evidence the interest of the Agent for the benefit of the Purchasers
as the Agent may reasonably request).


 


(i)            Purchasers’ Reliance.  Seller acknowledges that the Purchasers are
entering into the transactions contemplated by this Agreement in reliance upon
Seller’s identity as a legal entity that is separate from the Servicer, each
Originator and any of their respective Affiliates.  Therefore, from and after the date of execution and delivery of
this Agreement, Seller shall take all reasonable steps, including, without
limitation, all steps that the Agent or any Purchaser may from time to time
reasonably request, to maintain Seller’s identity as a separate legal entity
and to make it manifest to third parties that Seller is an entity with assets
and liabilities distinct from those of any other Person and not just a division
of the Servicer, any Originator or any of their respective Affiliates.  Without limiting the generality of the
foregoing and in addition to the other covenants set forth herein, Seller will:


 


(A)          conduct its own business
in its own name and require that all full-time employees of Seller, if any,
identify themselves as such and not as employees of any other Person
(including, without limitation, by means of providing appropriate employees
with business or identification cards identifying such employees as Seller’s
employees);


 


(B)           compensate all
employees, consultants and agents directly, from Seller’s own funds, for
services provided to Seller by such employees, consultants and agents and, to
the extent any employee, consultant or agent of Seller is also an employee,
consultant or agent of the Servicer, any Originator or any other Person,
allocate the compensation of such employee, consultant or agent between Seller
and such other Person, as applicable, on a basis that reflects the services
rendered to Seller and such other Person, as applicable;


 


(C)           clearly identify its
offices (by signage or otherwise) as its offices and, if such office is located
in the offices of any other Person, Seller shall lease such office at a fair
market rent;


 


(D)          have a separate
telephone number, which will be answered only in its name and separate
stationery, invoices and checks in its own name;


 


(E)           conduct all
transactions with the Servicer (including, without limitation, any delegation
of its obligations hereunder as Servicer), any Originator or any other Person
strictly on an arm’s-length basis, allocate all overhead expenses (including,
without limitation, telephone and other utility charges) for items shared
between Seller and such other Person on the basis of 


 


16

















 


actual use to the extent practicable and, to the extent such allocation
is not practicable, on a basis reasonably related to actual use;


 


(F)           at all times have a
Board of Directors consisting of three members, at least one member of which is
an Independent Director;


 


(G)           observe all corporate
formalities as a distinct entity, and ensure that all corporate actions
relating to (A) the selection, maintenance or replacement of the Independent
Director, (B) the dissolution or liquidation of Seller or (C) the initiation of,
participation in, acquiescence in or consent to any bankruptcy, insolvency,
reorganization or similar proceeding involving Seller, are duly authorized by
unanimous vote of its Board of Directors (including the Independent Director);


 


(H)          maintain Seller’s books
and records separate from those of any other Person and otherwise readily
identifiable as its own assets rather than assets of the Servicer, any
Originator or any Affiliate thereof;


 


(I)            prepare its financial
statements separately from those of the Servicer, any Originator or any other
Person and insure that any consolidated financial statements of any Person that
include Seller and that are filed with the Securities and Exchange Commission
or any other governmental agency have notes clearly stating that Seller is a
separate corporate entity and that its assets will be available first and
foremost to satisfy the claims of the creditors of Seller;


 


(J)            except as herein
specifically otherwise provided, maintain the funds or other assets of Seller
separate from, and not commingled with, those of the Servicer, any Originator
or any Affiliate thereof and only maintain bank accounts or other depository
accounts to which Seller alone is the account party, into which Seller alone
makes deposits and from which Seller alone (or the Agent hereunder) has the
power to make withdrawals;


 


(K)          pay all of Seller’s
operating expenses from Seller’s own assets (except for certain payments by the
Servicer or other Persons pursuant to allocation arrangements that comply with
the requirements of this Section 7.1(i));


 


(L)           operate its business
and activities such that:  it does not
engage in any business or activity of any kind, or enter into any transaction
or indenture, mortgage, instrument, agreement, contract, lease or other
undertaking, other than the transactions contemplated and authorized by this
Agreement and the Receivables Sale Agreement; and does not create, incur,
guarantee, assume or suffer to exist any indebtedness or other liabilities,
whether direct or contingent, other than (1) as a result of the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (2) the incurrence of obligations under this
Agreement, (3) the incurrence of obligations, as expressly contemplated in the
Receivables Sale Agreement, to make payment to Genlyte, as an Originator
thereunder for the purchase of Receivables from 


 


17

















 


Genlyte under the Receivables Sale Agreement, and (4) the incurrence of
operating expenses in the ordinary course of business of the type otherwise
contemplated by this Agreement;


 


(M)         maintain its
organizational documents in conformity with this Agreement, such that it does
not amend, restate, supplement or otherwise modify its organizational documents
in any respect that would impair its ability to comply with the terms or
provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement;


 


(N)          maintain the effectiveness
of, and continue to perform under the Receivables Sale Agreement and any other
Transaction Document to which it is a party, such that it does not amend,
restate, supplement, cancel, terminate or otherwise modify the Receivables Sale
Agreement or any other Transaction Document to which it is a party, or give any
consent, waiver, directive or approval thereunder or waive any default, action,
omission or breach under the Receivables Sale Agreement or any other
Transaction Document to which it is a party, or otherwise grant any indulgence
thereunder, without (in each case) the prior written consent of the Agent;


 


(O)          maintain its corporate
separateness such that it does not merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions, and except as otherwise contemplated herein) all
or substantially all of its assets (whether now owned or hereafter acquired)
to, or acquire all or substantially all of the assets of, any Person, nor at
any time create, have, acquire, maintain or hold any interest in any
Subsidiary.


 


(P)           maintain at all times
the Required Capital Amount (as defined in the Receivables Sale Agreement) and
refrain from making any dividend, distribution, redemption of capital stock or
payment of any subordinated indebtedness which would cause the Required Capital
Amount to cease to be so maintained; and


 


(Q)          take such other actions
as are necessary on its part to ensure that the facts and assumptions set forth
in the opinion issued by Stoll, Keenon & Park, LLP, as counsel for Seller,
in connection with the closing or initial Incremental Purchase under this
Agreement and relating to substantive consolidation issues, and in the
certificates accompanying such opinion, remain true and correct in all material
respects at all times.


 


(j)            Collections. 
Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be
directly deposited by a Collection Bank into a Collection Account and (2) each
Lock-Box and Collection Account to be subject at all times to a Collection
Account Agreement that is in full force and effect.  In the event any payments relating to Receivables are remitted
directly to Seller or any Affiliate of Seller, Seller will remit (or will cause
all such payments to be remitted) directly to a Collection Bank and deposited
into a Collection Account within two (2) 


 


18

















 


Business Days following receipt thereof, and, at all
times prior to such remittance, Seller will itself hold or, if applicable, will
cause such payments to be held in trust for the exclusive benefit of the Agent
and the Purchasers.  Seller will
maintain exclusive ownership, dominion and control (subject to the terms of
this Agreement) of each Lock-Box and Collection Account and shall not grant the
right to take dominion and control of any Lock-Box or Collection Account at a
future time or upon the occurrence of a future event to any Person, except to
the Agent as contemplated by this Agreement.


 


(k)           Taxes.  Such Seller Party will file all tax returns
and reports required by law to be filed by it and will promptly pay all taxes
and governmental charges at any time owing. 
Seller will pay when due any taxes payable in connection with the Receivables,
exclusive of taxes on or measured by income or gross receipts of Jupiter, the
Agent or any Financial Institution.


 


(l)            Payment to Originator and Original Seller.  With respect to any Receivable purchased by
Seller from Originator, such sale shall be effected under, and in strict
compliance with the terms of, the Receivables Sale Agreement, including, without
limitation, the terms relating to the
amount and timing of payments to be made to Originator in respect of the
purchase price for such Receivable. 
With respect to any Receivable purchased by Originator from an Original
Seller, such sale shall be effected under, and in strict compliance with the
terms of, the Receivables Sale Agreement, including, without limitation, the
terms relating to the amount and timing of payments to be made to such Original
Seller in respect of the purchase price for such Receivable.


 


(m)          Insurance.  Each Seller Party will, at all times,
maintain in effect, or cause to be maintained in effect, as such Seller Party’s
own expense, insurance with respect to losses of such Seller Party in an amount
and manner customary for companies in the same or similar industry and business
as such Seller Party.


 


Section 7.2             Negative Covenants of The Seller Parties.  Until the date on which the Aggregate
Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each Seller Party hereby covenants, as to itself,
that:


 


(a)           Change in Name, Corporate Structure, Offices and Records.  Such Seller Party will not change its name,
identity, corporate structure or “location” as any such term may be used in the
applicable UCC unless it shall have: 
(i) given the Agent at least forty-five (45) days’ (or such shorter period
to which Agent agrees in writing) prior written notice thereof and (ii)
delivered to the Agent all financing statements, instruments and other
documents necessary to continue and maintain the effectiveness and priority,
under the UCC of all applicable jurisdictions, of the security or ownership
interest contemplated hereunder and under the other Transaction Documents, as
otherwise reasonably requested by the Agent in connection with such change or
relocation.  In addition, no Seller
Party will change its chief executive officer or the office where its material
Records are kept unless it shall have given the Agent forty-five (45) days (or
such shorter period to which Agent agrees in writing) prior written notice
thereof.  The parties to this Agreement
acknowledge and understand that on or about the date of this Agreement, Genlyte
may change from being owned by Provider and Thomas Industries Inc. and certain
of its Affiliates to being wholly owned by Provider, and intends to change its
name to 


 


19

















 


reflect such change in ownership.  Notwithstanding anything in this Agreement
to the contrary, the parties agree that such change of ownership shall not be
construed as an Amortization Event or as a violation of any provision of this
Agreement if the Agent receives 10 days prior written notice of such name
change.


 


(b)           Change in Payment Instructions to Obligors.  Except as may be required by the Agent
pursuant to Section 8.2(b), such Seller Party will not add or terminate
any bank as a Collection Bank, or make any change in the instructions to
Obligors regarding payments to be made to any Lock-Box or Collection Account,
unless the Agent shall have received, at least ten (10) days before the
proposed effective date therefor, (i) written notice of such addition,
termination or change and (ii) with respect to the addition of a Collection
Bank or a Collection Account or Lock-Box, an executed Collection Account
Agreement with respect to the new Collection Account or Lock-Box; provided, however,
that the Servicer may make changes in instructions to Obligors regarding
payments if such new instructions require such Obligor to make payments to
another existing Collection Account.


 


(c)           Modifications to Contracts and Credit and Collection
Policy.  Without the prior
written approval of the Agent (which approval will not be unreasonably
withheld), such Seller Party will not, and will not permit any Originator to,
make any change to the Credit and Collection Policy that would be reasonably
likely to adversely affect the collectibility of the Receivables or decrease
the credit quality of any newly created Receivables.  Except as provided in Section 8.2(d),
the Servicer will not, and will not permit any Originator to, extend, amend or
otherwise modify the terms of any Receivable or any Contract related thereto
other than in accordance with the Credit and Collection Policy.


 


(d)           Sales, Liens.  Seller will not sell, assign (by operation of law or otherwise)
or otherwise dispose of, or grant any option with respect to, or create or
suffer to exist any Adverse Claim upon (including, without limitation, the
filing of any financing statement) or with respect to, any Receivable, Related
Security or Collections, or upon or with respect to any Contract under which
any Receivable arises, or any Lock-Box or Collection Account, or assign any
right to receive income with respect thereto (other than, in each case, the
creation of the interests therein in favor of the Agent and the Purchasers
provided for herein), and Seller will defend the right, title and interest of
the Agent and the Purchasers in, to and under any of the foregoing property,
against all claims of third parties claiming through or under Seller or
Originator.  Seller will not (and will not
permit any Originator to) create or suffer to exist any mortgage, pledge,
security interest, encumbrance, lien, charge or other similar arrangement on
any of its inventory, the financing or lease of which gives rise to any
Receivable.


 


(e)           Net Receivables Balance.  At no time prior to the Amortization Date
shall Seller permit the Net Receivables Balance to be less than an amount equal
to the sum of (i) the Aggregate Capital plus
(ii) the Aggregate Reserves.


 


(f)            Termination Date Determination.  Seller will not designate the Termination
Date (as defined in the Receivables Sale Agreement), or send any written notice
to Originator in respect thereof, without the prior written consent of the
Agent, except with respect to the occurrence of such Termination Date arising
pursuant to Section 5.1(d) of the Receivables Sale Agreement.


 


20

















 


(g)           Restricted Junior
Payments.  Seller will not make any
Restricted Junior Payment unless before and, after giving effect thereto (i) no
Amortization Event or Potential Amortization Event shall have occurred and be
continuing, (ii) in connection with any payment in respect of a dividend, such
dividend (or other asset distribution) (1) is made in compliance with all
applicable law (including Delaware General Corporate Laws) and (2) has been
approved by all necessary corporate action of the Seller and its board of
directors (or designated committee thereof).


 


ARTICLE VIII

ADMINISTRATION AND COLLECTION


 


Section 8.1             Designation of Servicer.


 


(a)           The servicing,
administration and collection of the Receivables shall be conducted by such
Person (the “Servicer”) so designated
from time to time in accordance with this Section
8.1. Genlyte is hereby designated as, and hereby agrees to perform
the duties and obligations of, the Servicer pursuant to the terms of this
Agreement, and agrees that it shall not resign its position as Servicer unless
the Agent shall have designated a replacement Servicer as provided below.  At any time following the occurrence of a
Potential Amortization Event or an Amortization Event, the Agent may designate
as Servicer any Person to succeed Genlyte as Servicer.


 


(b)           Without the prior
written consent of the Agent and the Required Financial Institutions, Genlyte
shall not be permitted to delegate any of its duties or responsibilities as
Servicer to any Person other than (i) Seller and the Originators and (ii) with
respect to certain Charged-Off Receivables, outside collection agencies in
accordance with its customary practices. 
Neither the Seller nor any Originator shall be permitted to further
delegate to any other Person any of the duties or responsibilities of the
Servicer delegated to it by Genlyte.  If
at any time the Agent shall designate as Servicer any Person other than
Genlyte, all duties and responsibilities theretofore delegated by Genlyte to
Seller or any Originator may, at the discretion of the Agent, be terminated
forthwith on notice given by the Agent to Genlyte and such other Person.


 


(c)           Notwithstanding any
delegation pursuant to the foregoing subsection (b), Genlyte shall be and
remain primarily liable to the Agent and the Purchasers for the full and prompt
performance of all duties and responsibilities of the Servicer hereunder.  During such times that Genlyte serves as
Servicer hereunder or Genlyte has delegated any of its servicing duties to a
subservicer or other delegate in accordance with Section 8.1(b), the Agent and
the Purchasers (i) shall be entitled to deal exclusively with Genlyte in
matters relating to the discharge by the Servicer of its duties and
responsibilities hereunder, and (ii) shall not be required to give notice,
demand or other communication to any Person other than Genlyte in order for
communication to the Servicer and its sub-servicer or other delegate with
respect thereto to be accomplished. 
Genlyte, at all times that it is the Servicer, shall be responsible for
providing any sub-servicer or other delegate of the Servicer with any notice
given to the Servicer under this Agreement.


 


21

















 


Section 8.2             Duties of Servicer.


 


(a)           The Servicer shall take
or cause to be taken all such commercially reasonable actions as may be
necessary or advisable to collect each Receivable from time to time, all in
accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy.


 


The Servicer will instruct all Obligors to pay all Collections directly
to a Lock-Box or Collection Account. 
The Servicer shall effect a Collection Account Agreement substantially
in the form of Exhibit VI with each
bank party to a Collection Account at any time.  In the case of any remittances received in any Lock-Box or
Collection Account that shall have been identified, to the satisfaction of the
Servicer, to not constitute Collections or other proceeds of the Receivables or
the Related Security, the Servicer shall promptly remit such items to the
Person identified to it as being the owner of such remittances.  From and after the date the Agent delivers
to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the
Servicer, and the Servicer thereupon promptly shall instruct all Obligors with
respect to the Receivables, to remit all payments thereon to a new depositary
account specified by the Agent and, at all times thereafter, Seller and the
Servicer shall not deposit or otherwise credit, and shall not permit any other
Person to deposit or otherwise credit to such new depositary account any cash
or payment item other than Collections.


 


(b)           The Servicer shall
administer the Collections in accordance with the procedures described herein
and in Article II.  The Servicer shall set aside and hold in
trust for the account of Seller and the Purchasers their respective shares of
the Collections in accordance with Article II.  The Servicer shall, upon the request of the
Agent, segregate, in a manner acceptable to the Agent, all cash, checks and
other instruments received by it from time to time constituting Collections
from the general funds of the Servicer or Seller prior to the remittance
thereof in accordance with Article II.  If the Servicer shall be required to
segregate Collections pursuant to the preceding sentence, the Servicer shall
segregate and deposit with a bank designated by the Agent such allocable share
of Collections of Receivables set aside for the Purchasers on the first
Business Day following receipt by the Servicer of such Collections, duly
endorsed or with duly executed instruments of transfer.


 


(c)           The Servicer may, in
accordance with the Credit and Collection Policy, extend the maturity of any
Receivable or adjust the Outstanding Balance of any Receivable as the Servicer
determines to be appropriate to maximize Collections thereof; provided, however,
that such extension or adjustment shall not alter the status of such Receivable
as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the
Agent or the Purchasers under this Agreement. 
Notwithstanding anything to the contrary contained herein, if an
Amortization Event or Potential Amortization Event has occurred, the Agent
shall have the absolute and unlimited right to direct the Servicer to commence
or settle any legal action with respect to any Receivable or to foreclose upon
or repossess any Related Security.


 


(d)           The Servicer shall hold
in trust for Seller and the Purchasers all Records that (i) evidence or relate
to the Receivables, the related Contracts and Related Security or (ii) are
otherwise necessary or desirable to collect the Receivables and shall, as soon
as practicable upon demand of the Agent, deliver or make available to the Agent
all such Records, at a place 


 


22

















 


selected by the Agent.  The Servicer shall, as soon as practicable following receipt
thereof turn over to Seller any cash collections or other cash proceeds
received with respect to Indebtedness not constituting Receivables.  The Servicer shall, from time to time at the
request of any Purchaser, furnish to the Purchasers (promptly after any such
request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.


 


(e)           Any payment by an
Obligor in respect of any indebtedness owed by it to Originator or Seller
shall, except as otherwise specified by such Obligor or otherwise required by
contract or law and unless otherwise instructed by the Agent, be applied as a
Collection of any Receivable of such Obligor (starting with the oldest such
Receivable) to the extent of any amounts then due and payable thereunder before
being applied to any other receivable or other obligation of such Obligor.


 


Section 8.3             Collection Notices.  At any time following a Potential Amortization Event or an
Amortization Event, the Agent is authorized at any time to date and to deliver
to the Collection Banks the Collection Notices.  Seller hereby transfers to the Agent for the benefit of the
Purchasers, effective when the Agent delivers such notice, the exclusive
ownership and control of each Lock-Box and the Collection Accounts.  In case any authorized signatory of Seller
whose signature appears on a Collection Account Agreement shall cease to have
such authority before the delivery of such notice, such Collection Notice shall
nevertheless be valid as if such authority had remained in force.  Seller hereby authorizes the Agent, and
agrees that the Agent shall be entitled to (i) endorse Seller’s name on checks
and other instruments representing Collections, (ii) enforce the Receivables,
the related Contracts and the Related Security and (iii) take such action as
shall be necessary or desirable to cause all cash, checks and other instruments
constituting Collections of Receivables to come into the possession of the
Agent rather than Seller.


 


Section 8.4             Responsibilities of Seller.  Anything herein to the contrary
notwithstanding, the exercise by the Agent and the Purchasers of their rights
hereunder shall not release the Servicer, any Originator or Seller from any of
their duties or obligations with respect to any Receivables or under the
related Contracts.  The Purchasers shall
have no obligation or liability with respect to any Receivables or related
Contracts, nor shall any of them be obligated to perform the obligations of
Seller.


 


Section 8.5             Reports. 
The Servicer shall prepare and forward to the Agent (i) on the fifteenth
(15th)  day of each month
(or, if such day is not a Business Day, the next succeeding Business Day) and
at such times as the Agent shall request, a Monthly Report and (ii) at such
times as the Agent shall request, a listing by Obligor of all Receivables
together with an aging of such Receivables.


 


Section 8.6             Servicing Fees.  In consideration of Genlyte’s agreement to act as Servicer
hereunder, the Purchasers hereby agree that, so long as Genlyte shall continue
to perform as Servicer hereunder, Seller shall pay over to Genlyte a fee (the “Servicing Fee”) on the first day of each
Fiscal Month, in arrears for the immediately preceding Fiscal Month, equal to
1.0% per  annum of the average Outstanding Balance of all
Receivables during such period, as compensation for its servicing activities.


 


23

















 


ARTICLE IX

AMORTIZATION EVENTS


 


Section 9.1             Amortization Events.  The occurrence of any one or more of the
following events shall constitute an Amortization Event:


 


(a)           Any Seller Party shall:


 


(i)            default in the payment
of Capital when due, or


 


(ii)           fail to make any
payment or deposit required hereunder in respect of fees under the Fee Letter,
Jupiter Cost and/or Yield when due, and such failure shall continue for two (2)
consecutive Business Days,


 


(iii)          fail to make any other
payment when due hereunder or under any Transaction Document, and such failure
shall continue for three (3) consecutive Business Days,


 


(iv)          fail to deliver to the
Agent, pursuant to Section 8.5, any Monthly Report when due, and such failure
shall continue for three (3) consecutive Business Days,


 


(v)           fail to perform or
observe any term, covenant or agreement described in Section 7.2 hereof,
and such failure shall continue for five (5) consecutive Business Days, or


 


(vi)          fail to perform or
observe any other term, covenant or agreement hereunder (other than as referred
to in clauses (i) through (v) of this paragraph (a) and paragraph
9.1(e)) and such failure shall continue for ten (10) consecutive Business
Days.


 


(b)           Any representation,
warranty, certification or statement made by any Seller Party in this
Agreement, any other Transaction Document or in any other document delivered
pursuant hereto or thereto shall prove to have been incorrect when made or
deemed made.


 


(c)           (i) Failure of Seller
to pay any Indebtedness when due, or (ii) the occurrence of a Genlyte Cross
Default.


 


(d)           (i)  The Seller or an Originator shall generally
not pay its debts as such debts become due or shall admit in writing its
inability to pay its debts generally or shall make a general assignment for the
benefit of creditors, or (ii) any proceeding shall be instituted by or against
the Seller or an Originator seeking to adjudicate it bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or any substantial part of its property, or (iii) the
Seller or an Originator shall take any corporate action to authorize any of the
actions set forth in clauses (i) or (ii) above, or (iv) any other
Genlyte Bankruptcy Event shall occur.


 


24

















 


(e)           Seller shall fail to
comply with the terms of Section 2.6 hereof.


 


(f)            As at the end of any
Fiscal Month (A) the Default Trigger Ratio shall exceed 4.0%, (B) the
Delinquency Trigger Ratio shall exceed 9.0%, or (C) the Dilution Trigger Ratio
shall exceed 8.25%.


 


(g)           A Change of Control
shall occur.


 


(h)           (i)  One or more final judgments for the payment
of money shall be entered against Seller, or (ii) a Genlyte Judgment Default
shall occur.


 


(i)            The “Termination Date”
under and as defined in the Receivables Sale Agreement shall occur under the
Receivables Sale Agreement or Originator shall for any reason cease to
transfer, or cease to have the legal capacity to transfer, or otherwise be
incapable of transferring Receivables to Seller under the Receivables Sale
Agreement.


 


(j)            This Agreement shall
terminate in whole or in part (except in accordance with its terms), or shall
cease to be effective or to be the legally valid, binding and enforceable
obligation of Seller or Servicer, or Seller or Servicer shall directly or
indirectly contest in any manner such effectiveness, validity, binding nature
or enforceability, or the Agent for the benefit of the Purchasers shall cease
to have a valid and perfected first priority security interest in the
Receivables, the Related Security and the Collections with respect thereto and
the Collection Accounts.


 


(k)           Provider shall fail to
perform or observe any term, covenant or agreement required to be performed by
it under the Performance Undertaking, or the Performance Undertaking shall
cease to be effective or to be the legally valid, binding and enforceable
obligation of Provider, or Provider shall directly or indirectly contest in any
manner such effectiveness, validity, binding nature or enforceability.


 


(l)            The ratio of (a) the
amount of Consolidated Total Debt as of the end of any Testing Period
(commencing with the Testing Period ending September 30, 2004) to (b)
Consolidated EBITDA for such Testing Period exceeds 3.25 to 1.00.


 


(m)          The Consolidated
Interest Coverage Ratio as of the end of any Testing Period (commencing with
the Testing Period ending September 30, 2004) is less than 3.00 to 1.00.


 


Section 9.2             Remedies. 
Upon the occurrence and during the continuation of an Amortization
Event, the Agent may, or upon the direction of the Required Financial
Institutions shall, take any of the following actions:  (i) 
replace the Person then acting as Servicer, (ii) declare the
Amortization Date to have occurred, whereupon the Amortization Date shall
forthwith occur, without demand, protest or further notice of any kind, all of
which are hereby expressly waived by each Seller Party; provided, however,
that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed
entry of an order for relief with respect to any Seller Party under the Federal
Bankruptcy Code, the Amortization Date shall automatically occur, without
demand, protest or any notice of any kind, all of which are hereby expressly
waived by each Seller Party, (iii) to the fullest extent permitted by 


 


25

















 


applicable law, declare that the Default Fee shall
accrue with respect to any of the Aggregate Unpaids outstanding at such time,
(iv) deliver the Collection Notices to the Collection Banks, and (v) notify
Obligors of the Purchasers’ interest in the Receivables.  The aforementioned rights and remedies shall
be without limitation, and shall be in addition to all other rights and
remedies of the Agent and the Purchasers otherwise available under any other
provision of this Agreement, by operation of law, at equity or otherwise, all of
which are hereby expressly preserved, including, without limitation, all rights
and remedies provided under the UCC, all of which rights shall be cumulative.


 


ARTICLE X

INDEMNIFICATION


 


Section 10.1           Indemnities by The Seller Parties.  Without limiting any other rights that the
Agent or any Purchaser may have hereunder or under applicable law, (A) Seller
hereby agrees to indemnify (and pay upon demand to) the Agent, each Purchaser,
each Funding Source and their respective assigns, officers, directors, agents
and employees (each an “Indemnified Party”)
from and against any and all damages, losses, claims, taxes, liabilities,
costs, expenses and for all other amounts payable, including reasonable
attorneys’ fees and disbursements (all of the foregoing being collectively
referred to as “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or as a result of
this Agreement or the acquisition, either directly or indirectly, by a
Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees
to indemnify (and pay upon demand to) each Indemnified Party for Indemnified
Amounts awarded against or incurred by any of them arising out of the
Servicer’s activities as Servicer hereunder excluding, however, in all of the
foregoing instances under the preceding clauses (A) and (B):


 


(i)            Indemnified Amounts to
the extent such Indemnified Amounts resulted from gross negligence or willful
misconduct on the part of the Indemnified Party seeking indemnification;


 


(ii)           Indemnified Amounts to
the extent the same includes losses in respect of Receivables that are
uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor; or


 


(iii)          taxes imposed by the
jurisdiction in which such Indemnified Party’s principal executive office is
located, on or measured by the overall net income of such Indemnified Party to
the extent that the computation of such taxes is consistent with the
characterization for income tax purposes of the acquisition by the Purchasers
of Purchaser Interests as a loan or loans by the Purchasers to Seller secured
by the Receivables, the Related Security, the Collection Accounts and the
Collections;


 


provided,
however, that nothing contained in this
sentence shall limit the liability of any Seller Party or limit the recourse of
the Purchasers to any Seller Party for amounts otherwise specifically provided
to be paid by such Seller Party under the terms of this Agreement.  Without limiting the generality of the
foregoing indemnification, Seller shall indemnify each Indemnified Party for
Indemnified Amounts (including, without limitation, losses in respect of
uncollectible


 


26

















 


receivables, regardless of whether
reimbursement therefor would constitute recourse to Seller or the Servicer)
relating to or resulting from:


 


(i)            any representation or
warranty made by any Seller Party (or any officers of any such Person) under or
in connection with this Agreement, any other Transaction Document or any other
information or report delivered by any such Person pursuant hereto or thereto,
which shall have been false or incorrect when made or deemed made;


 


(ii)           the failure by any
Seller Party to comply with any applicable law, rule or regulation with respect
to any Receivable or Contract related thereto, or the nonconformity of any
Receivable or Contract included therein with any such applicable law, rule or
regulation or any failure of such Seller Party to keep or perform any of its
obligations, express or implied, with respect to any Contract;


 


(iii)          any failure of any
Seller Party to perform its duties, covenants or other obligations in
accordance with the provisions of this Agreement or any other Transaction
Document;


 


(iv)          any products liability,
personal injury or damage suit, or other similar claim arising out of or in
connection with merchandise, insurance or services that are the subject of any
Contract or any Receivable;


 


(v)           any dispute, claim,
offset or defense (other than discharge in bankruptcy of the Obligor) of the
Obligor to the payment of any Receivable (including, without limitation, a
defense based on such Receivable or the related Contract not being a legal,
valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of the
merchandise or service related to such Receivable or the furnishing or failure
to furnish such merchandise or services;


 


(vi)          the commingling of
Collections of Receivables at any time with other funds;


 


(vii)         any investigation,
litigation or proceeding related to or arising from this Agreement or any other
Transaction Document, the transactions contemplated hereby, the use of the
proceeds of an Incremental Purchase or a Reinvestment, the ownership of the
Purchaser Interests or any other investigation, litigation or proceeding
relating to a Seller Party in which any Indemnified Party becomes involved as a
result of any of the transactions contemplated hereby;


 


(viii)        any inability to litigate
any claim against any Obligor in respect of any Receivable as a result of such
Obligor being immune from civil and commercial law and suit on the grounds of
sovereignty or otherwise from any legal action, suit or proceeding;


 


(ix)           any Amortization Event
described in Section 9.1(d);


 


27

















 


(x)            any failure of Seller
to acquire and maintain legal and equitable title to, and ownership of any
Receivable and the Related Security and Collections with respect thereto from
Originator, free and clear of any Adverse Claim (other than as created
hereunder); or any failure of Seller to give reasonably equivalent value to
Originator under the Receivables Sale Agreement in consideration of the
transfer by Originator of any Receivable, or any attempt by any Person to void
such transfer under statutory provisions or common law or equitable action;


 


(xi)           any failure to vest and
maintain vested in the Agent for the benefit of the Purchasers, or to transfer
to the Agent for the benefit of the Purchasers, legal and equitable title to,
and ownership of, a first priority perfected undivided percentage ownership
interest (to the extent of the Purchaser Interests contemplated hereunder) or
security interest in the Receivables, the Related Security and the Collections,
free and clear of any Adverse Claim (except as created by the Transaction
Documents);


 


(xii)          the failure to have
filed, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivable, the Related Security and
Collections with respect thereto, and the proceeds of any thereof, whether at
the time of any Incremental Purchase or Reinvestment or at any subsequent time;


 


(xiii)         any action or omission by
any Seller Party which reduces or impairs the rights of the Agent or the
Purchasers with respect to any Receivable or the value of any such Receivable;


 


(xiv)        any attempt by any Person
to void any Incremental Purchase or Reinvestment hereunder under statutory
provisions or common law or equitable action; and


 


(xv)         the failure of any
Receivable included in the calculation of the Net Receivables Balance as an
Eligible Receivable to be an Eligible Receivable at the time so included.


 


Section 10.2           Increased Cost and Reduced Return.  If after the date hereof, any Funding Source
shall be charged any fee, expense or increased cost on account of the adoption
of any applicable law, rule or regulation (including any applicable law, rule
or regulation regarding capital adequacy), any accounting principles or any
change in any of the foregoing, or any change in the interpretation or
administration thereof by the Financial Accounting Standards Board (“FASB”),
any governmental authority, any central bank or any comparable agency charged
with the interpretation or administration thereof, or compliance with any
request or directive (whether or not having the force of law) of any such
authority or agency (a “Regulatory Change”):  (i) that subjects any Funding Source to any charge or withholding
on or with respect to any Funding Agreement or a Funding Source’s obligations
under a Funding Agreement, or on or with respect to the Receivables, or changes
the basis of taxation of payments to any Funding Source of any amounts payable
under any Funding Agreement (except for changes in the rate of tax on the
overall net income of a Funding Source or taxes excluded by Section 10.1)
or (ii) that imposes, modifies or deems applicable any reserve, assessment,
insurance charge, special deposit 


 


28

















 


or similar requirement against assets of, deposits
with or for the account of a Funding Source, or credit extended by a Funding
Source pursuant to a Funding Agreement or (iii) that imposes any other
condition the result of which is to increase the cost to a Funding Source of
performing its obligations under a Funding Agreement, or to reduce the rate of
return on a Funding Source’s capital as a consequence of its obligations under
a Funding Agreement, or to reduce the amount of any sum received or receivable
by a Funding Source under a Funding Agreement or to require any payment
calculated by reference to the amount of interests or loans held or interest
received by it, then, upon demand by the Agent, Seller shall pay to the Agent,
for the benefit of the relevant Funding Source, such amounts charged to such
Funding Source or such amounts to otherwise compensate such Funding Source for
such increased cost or such reduction. 
For the avoidance of doubt, if the issuance of FASB Interpretation No.
46, or any other change in accounting standards or the issuance of any other
pronouncement, release or interpretation, causes or requires the consolidation
of all or a portion of the assets and liabilities of Jupiter or Seller with the
assets and liabilities of the Agent, any Financial Institution or any other
Funding Source, such event shall constitute a circumstance on which such
Funding Source may base a claim for reimbursement under this Section.


 


Section 10.3           Other Costs and Expenses.  Seller shall pay to the Agent and Jupiter on
demand all costs and out-of-pocket expenses in connection with the preparation,
execution, delivery and administration of this Agreement, the transactions
contemplated hereby and the other documents to be delivered hereunder,
including without limitation, the cost of Jupiter’s auditors auditing the
books, records and procedures of Seller, reasonable fees and out-of-pocket
expenses of legal counsel for Jupiter and the Agent with respect thereto and
with respect to advising Jupiter and the Agent as to their respective rights
and remedies under this Agreement. 
Seller shall pay to the Agent on demand any and all costs and expenses
of the Agent and the Purchasers, if any, including reasonable counsel fees and
expenses in connection with the enforcement of this Agreement and the other
documents delivered hereunder and in connection with any restructuring or
workout of this Agreement or such documents, or the administration of this
Agreement following an Amortization Event.


 


ARTICLE XI

THE AGENT


 


Section 11.1           Authorization and Action.  Each Purchaser hereby designates and
appoints Bank One to act as its agent hereunder and under each other
Transaction Document, and authorizes the Agent to take such actions as agent on
its behalf and to exercise such powers as are delegated to the Agent by the
terms of this Agreement and the other Transaction Documents together with such
powers as are reasonably incidental thereto. 
The Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in any other Transaction Document, or any
fiduciary relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the Agent
shall be read into this Agreement or any other Transaction Document or
otherwise exist for the Agent.  In
performing its functions and duties hereunder and under the other Transaction
Documents, the Agent shall act solely as agent for the Purchasers and does not
assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for any Seller Party or any of such Seller Party’s
successors or assigns.  The Agent shall
not be required to take any action that exposes the Agent to personal liability
or that is contrary to this Agreement, any other 


 


29

















 


Transaction Document or applicable law.  The appointment and authority of the Agent
hereunder shall terminate upon the indefeasible payment in full of all
Aggregate Unpaids.  Each Purchaser
hereby authorizes the Agent to execute each of the Transaction Documents
(including any amendments or waivers thereto) on behalf of such Purchaser (the
terms of which shall be binding on such Purchaser).


 


Section 11.2           Delegation of Duties.  The Agent may execute any of its duties
under this Agreement and each other Transaction Document by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The
Agent shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by it with reasonable care.


 


Section 11.3           Exculpatory Provisions.  Neither the Agent nor any of its directors,
officers, agents or employees shall be (i) liable for any action lawfully taken
or omitted to be taken by it or them under or in connection with this Agreement
or any other Transaction Document (except for its, their or such Person’s own
gross negligence or willful misconduct), or (ii) responsible in any manner to
any of the Purchasers for any recitals, statements, representations or
warranties made by any Seller Party contained in this Agreement, any other Transaction
Document or any certificate, report, statement or other document referred to or
provided for in, or received under or in connection with, this Agreement, or
any other Transaction Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, or any other
Transaction Document or any other document furnished in connection herewith or
therewith, or for any failure of any Seller Party to perform its obligations
hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority,
condition, value or sufficiency of any collateral pledged in connection
herewith.  The Agent shall not be under
any obligation to any Purchaser to ascertain or to inquire as to the observance
or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement or any other Transaction Document, or to inspect
the properties, books or records of the Seller Parties.  The Agent shall not be deemed to have
knowledge of any Amortization Event or Potential Amortization Event unless the
Agent has received notice from Seller or a Purchaser.


 


Section 11.4           Reliance by Agent.  The Agent shall in all cases be entitled to rely, and shall be
fully protected in relying, upon any document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to Seller), independent accountants and other
experts selected by the Agent.  The
Agent shall in all cases be fully justified in failing or refusing to take any
action under this Agreement or any other Transaction Document unless it shall
first receive such advice or concurrence of Jupiter or the Required Financial
Institutions or all of the Purchasers, as applicable, as it deems appropriate
and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Agent
shall have received such advice, the Agent may take or refrain from taking any
action, as the Agent shall deem advisable and in the best interests of the
Purchasers.  The Agent shall in all
cases be fully protected in acting, or in refraining from acting, in accordance
with a request of Jupiter or the Required Financial Institutions or all of the
Purchasers, as applicable, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Purchasers.


 


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Section 11.5           Non-Reliance on Agent and Other Purchasers.  Each Purchaser expressly acknowledges that
neither the Agent, nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to
it and that no act by the Agent hereafter taken, including, without limitation,
any review of the affairs of any Seller Party, shall be deemed to constitute
any representation or warranty by the Agent. 
Each Purchaser represents and warrants to the Agent that it has and
will, independently and without reliance upon the Agent or any other Purchaser
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of Seller and
made its own decision to enter into this Agreement, the other Transaction
Documents and all other documents related hereto or thereto.


 


Section 11.6           Reimbursement and Indemnification.  The Financial Institutions agree to
reimburse and indemnify the Agent and its officers, directors, employees,
representatives and agents ratably according to their Pro Rata Shares, to the
extent not paid or reimbursed by the Seller Parties (i) for any amounts for
which the Agent, acting in its capacity as Agent, is entitled to reimbursement
by the Seller Parties hereunder and (ii) for any other expenses incurred by the
Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection
with the administration and enforcement of this Agreement and the other
Transaction Documents.


 


Section 11.7           Agent in its Individual Capacity.  The Agent and its Affiliates may make loans
to, accept deposits from and generally engage in any kind of business with
Seller or any Affiliate of Seller as though the Agent were not the Agent
hereunder.  With respect to the
acquisition of Purchaser Interests pursuant to this Agreement, the Agent shall
have the same rights and powers under this Agreement in its individual capacity
as any Purchaser and may exercise the same as though it were not the Agent, and
the terms “Financial Institution,” “Purchaser,” “Financial
Institutions” and “Purchasers”
shall include the Agent in its individual capacity.


 


Section 11.8           Successor Agent.  The Agent may, upon five days’ notice to Seller and the
Purchasers, and the Agent will, upon the direction of all of the Purchasers
(other than the Agent, in its individual capacity) resign as Agent.  If the Agent shall resign, then the Required
Financial Institutions during such five-day period shall appoint from among the
Purchasers a successor agent.  If for
any reason no successor Agent is appointed by the Required Financial
Institutions during such five-day period, then effective upon the termination
of such five day period, the Purchasers shall perform all of the duties of the
Agent hereunder and under the other Transaction Documents and Seller and the
Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids
directly to the applicable Purchasers and for all purposes shall deal directly
with the Purchasers.  After the
effectiveness of any retiring Agent’s resignation hereunder as Agent, the
retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Transaction Documents and the provisions of this Article XI and Article
X shall continue in effect for its benefit with respect to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement and under the other Transaction Documents.


 


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ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS


 


Section 12.1           Assignments.


 


(a)           Seller and each
Financial Institution hereby agree and consent to the complete or partial assignment
by Jupiter of all or any portion of its rights under, interest in, title to and
obligations under this Agreement to the Financial Institutions, to any Funding
Source or to any other Person, and upon such assignment, Jupiter shall be
released from its obligations so assigned. 
Further, Seller and each Financial Institution hereby agree that any
assignee of Jupiter of this Agreement or all or any of the Purchaser Interests
of Jupiter shall have all of the rights and benefits under this Agreement as if
the term “Jupiter” explicitly referred
to such party, and no such assignment shall in any way impair the rights and
benefits of Jupiter hereunder.  Neither
Seller nor the Servicer shall have the right to assign its rights or obligations
under this Agreement.


 


(b)           Any Financial
Institution may at any time and from time to time assign to one or more Persons
(“Purchasing Financial Institutions”)
all or any part of its rights and obligations under this Agreement pursuant to
an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such
Purchasing Financial Institution and such selling Financial Institution.  The consent of Jupiter and (so long as no
Amortization Event or Potential Amortization Event has occurred) the Seller
shall be required prior to the effectiveness of any such assignment.  Each assignee of a Financial Institution
must (i) have a short-term debt rating of A-1 or better by Standard &
Poor’s Ratings Group and P-1 by Moody’s Investor Service, Inc. and (ii) agree
to deliver to the Agent, promptly following any request therefor by the Agent
or Jupiter, an enforceability opinion in form and substance satisfactory to the
Agent and Jupiter.  Upon delivery of the
executed Assignment Agreement to the Agent, such selling Financial Institution
shall be released from its obligations hereunder to the extent of such
assignment.  Thereafter the Purchasing
Financial Institution shall for all purposes be a Financial Institution party
to this Agreement and shall have all the rights and obligations of a Financial
Institution under this Agreement to the same extent as if it were an original
party hereto and no further consent or action by Seller, the Purchasers or the
Agent shall be required.


 


(c)           Each of the Financial
Institutions agrees that in the event that it shall cease to have a short-term
debt rating of A-1 or better by Standard & Poor’s Ratings Group and P-1 by
Moody’s Investor Service, Inc. (an “Affected
Financial Institution”), such Affected Financial Institution shall
be obliged, at the request of Jupiter or the Agent, to assign all of its rights
and obligations hereunder to (x) another Financial Institution or (y) another
funding entity nominated by the Agent and acceptable to Jupiter, and willing to
participate in this Agreement through the Scheduled Commitment Termination Date
in the place of such Affected Financial Institution; provided
that the Affected Financial Institution receives payment in full, pursuant to
an Assignment Agreement, of an amount equal to such Financial Institution’s Pro
Rata Share of the Aggregate Capital and Yield owing to the Financial
Institutions and all accrued but unpaid fees and other costs and expenses
payable in respect of its Pro Rata Share of the Purchaser Interests of the
Financial Institutions.


 


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Section 12.2           Participations.  Any Financial Institution may, in the ordinary course of its
business at any time sell to one or more Persons (each a “Participant”) participating interests in its
Pro Rata Share of the Purchaser Interests of the Financial Institutions, its
obligation to pay Jupiter its Acquisition Amounts or any other interest of such
Financial Institution hereunder. 
Notwithstanding any such sale by a Financial Institution of a
participating interest to a Participant, such Financial Institution’s rights
and obligations under this Agreement shall remain unchanged, such Financial
Institution shall remain solely responsible for the performance of its obligations
hereunder, and Seller, Jupiter and the Agent shall continue to deal solely and
directly with such Financial Institution in connection with such Financial
Institution’s rights and obligations under this Agreement.  Each Financial Institution agrees that any
agreement between such Financial Institution and any such Participant in
respect of such participating interest shall not restrict such Financial
Institution’s right to agree to any amendment, supplement, waiver or
modification to this Agreement, except for any amendment, supplement, waiver or
modification described in Section 13.1(b)(i).


 


ARTICLE XIII

MISCELLANEOUS


 


Section 13.1           Waivers and Amendments.


 


(a)           No failure or delay on
the part of the Agent or any Purchaser in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other further
exercise thereof or the exercise of any other power, right or remedy.  The rights and remedies herein provided
shall be cumulative and nonexclusive of any rights or remedies provided by
law.  Any waiver of this Agreement shall
be effective only in the specific instance and for the specific purpose for
which given.


 


(b)           No provision of this
Agreement may be amended, supplemented, modified or waived except in writing in
accordance with the provisions of this Section
14.1(b).  Jupiter, Seller and
the Agent, at the direction of the Required Financial Institutions, may enter
into written modifications or waivers of any provisions of this Agreement, provided, however,
that no such modification or waiver shall:


 


(i)            without the consent of
each affected Purchaser, (A) extend the Scheduled Commitment Termination Date
or the date of any payment or deposit of Collections by Seller or the Servicer,
(B) reduce the rate or extend the time of payment of Yield or any Jupiter Costs
(or any component of Yield or Jupiter Costs), (C) reduce any fee payable to the
Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the
Capital of any Purchaser, any Financial Institution’s Pro Rata Share or any
Financial Institution’s Commitment, (E) amend, modify or waive any provision of
the definition of Required Financial Institutions or this Section 13.1(b), (F) consent to or permit the
assignment or transfer by Seller of any of its rights and obligations under
this Agreement, (G) change the definition of “Eligible
Receivable,” “Loss Reserve,”
or “Loss Percentage,” or (H) amend or
modify any defined term (or any defined term used directly or indirectly in
such defined term) used in clauses (A) through 


 


33

















 


(G) above in a manner that would circumvent the intention of the restrictions
set forth in such clauses; or


 


(ii)           without the written
consent of the then Agent, amend, modify or waive any provision of this
Agreement if the effect thereof is to affect the rights or duties of such
Agent.


 


Notwithstanding the foregoing, (i) without
the consent of the Financial Institutions, but with the consent of Seller, the
Agent may amend this Agreement solely to add additional Persons as Financial
Institutions hereunder and (ii) the Agent, the Required Financial Institutions
and Jupiter may enter into amendments to modify any of the terms or provisions
of Article XI, Article XII, Section
13.13 or any other provision of this Agreement without the consent
of Seller, provided that such amendment has no negative impact upon
Seller.  Any modification or waiver made
in accordance with this Section 13.1
shall apply to each of the Purchasers equally and shall be binding upon Seller,
the Purchasers and the Agent.


 


Section 13.2           Notices. 
Except as provided in this Section 13.2,
all communications and notices provided for hereunder shall be in writing
(including bank wire, telecopy or electronic facsimile transmission or similar
writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at
such other address or telecopy number as such Person may hereafter specify for
the purpose of notice to each of the other parties hereto.  Each such notice or other communication
shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if
given by mail, three (3) Business Days after the time such communication is
deposited in the mail with first class postage prepaid or (iii) if given
by any other means, when received at the address specified in this Section 14.2.  Seller hereby authorizes the Agent to effect purchases and
Tranche Period and Discount Rate selections based on telephonic notices made by
any Person whom the Agent in good faith believes to be acting on behalf of
Seller.  Seller agrees to deliver promptly
to the Agent a written confirmation of each telephonic notice signed by an
authorized officer of Seller; provided,
however, the absence of such
confirmation shall not affect the validity of such notice.  If the written confirmation differs from the
action taken by the Agent, the records of the Agent shall govern absent
manifest error.


 


Section 13.3           Ratable Payments.  If any Purchaser, whether by setoff or otherwise, has payment
made to it with respect to any portion of the Aggregate Unpaids owing to such
Purchaser (other than payments received pursuant to Section
10.2 or 10.3) in a greater
proportion than that received by any other Purchaser entitled to receive a
ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon
demand, to purchase for cash without recourse or warranty a portion of such
Aggregate Unpaids held by the other Purchasers so that after such purchase each
Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided
that if all or any portion of such excess amount is thereafter recovered from
such Purchaser, such purchase shall be rescinded and the purchase price
restored to the extent of such recovery, but without interest.


 


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Section 13.4           Protection of Ownership Interests of the Purchasers.


 


(a)           Seller agrees that from
time to time, at its expense, it will promptly execute and deliver all
instruments and documents, and take all actions, that may be necessary or
desirable, or that the Agent may request, to perfect, protect or more fully
evidence the Purchaser Interests, or to enable the Agent or the Purchasers to
exercise and enforce their rights and remedies hereunder.  At any time, the Agent may, or the Agent may
direct Seller or the Servicer to, notify the Obligors of Receivables, at
Seller’s expense, of the ownership or security interests of the Purchasers
under this Agreement and may also direct that payments of all amounts due or
that become due under any or all Receivables be made directly to the Agent or
its designee.  Seller or the Servicer
(as applicable) shall, at any Purchaser’s request, withhold the identity of
such Purchaser in any such notification.


 


(b)           If any Seller Party
fails to perform any of its obligations hereunder, the Agent or any Purchaser
may (but shall not be required to) perform, or cause performance of, such
obligations, and the Agent’s or such Purchaser’s costs and expenses incurred in
connection therewith shall be payable by Seller as provided in Section 10.3.  Each Seller Party irrevocably authorizes the Agent at any time
and from time to time in the sole discretion of the Agent, and appoints the
Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to
execute on behalf of Seller as debtor and to file financing statements
necessary or desirable in the Agent’s sole discretion to perfect and to
maintain the perfection and priority of the interest of the Purchasers in the
Receivables and (ii) to file a carbon, photographic or other reproduction of
this Agreement or any financing statement with respect to the Receivables as a
financing statement in such offices as the Agent in its sole discretion deems
necessary or desirable to perfect and to maintain the perfection and priority
of the interests of the Purchasers in the Receivables.  This appointment is coupled with an interest
and is irrevocable.


 


Section 13.5           Confidentiality.


 


(a)           Each Seller Party and
each Purchaser shall maintain and shall cause each of its employees and
officers to maintain the confidentiality of the Fee Letter and any other
confidential or proprietary information with respect to the Agent and Jupiter
and their respective businesses obtained by it or them in connection with the
structuring, negotiating and execution of the transactions contemplated herein,
except that such Seller Party and such Purchaser and its officers and employees
may disclose such information to such Seller Party’s and such Purchaser’s
external accountants and attorneys and as required by any applicable law or
order of any judicial or administrative proceeding.


 


(b)           Anything herein to the
contrary notwithstanding, each Seller Party hereby consents to the disclosure
of any nonpublic information with respect to it (i) to the Agent, the Financial
Institutions or Jupiter by each other, (ii) by the Agent or the Purchasers to
any prospective or actual assignee or participant of any of them and (iii) by
the Agent to any rating agency, Commercial Paper dealer or provider of a
surety, guaranty or credit or liquidity enhancement to Jupiter or any entity
organized for the purpose of purchasing, or making loans secured by, financial
assets for which Bank One acts as the administrative agent and to any officers,
directors, employees, outside accountants and attorneys of any of the foregoing,
provided each such Person is informed of the confidential nature of such
information.  In


 


35

















 


addition, the Purchasers and the Agent may disclose
any such nonpublic information pursuant to any law, rule, regulation,
direction, request or order of any judicial, administrative or regulatory
authority or proceedings (whether or not having the force or effect of law).


 


Section 13.6           Bankruptcy Petition.  Seller, the Servicer, the Agent and each
Financial Institution hereby covenants and agrees that, prior to the date that
is one year and one day after the payment in full of all outstanding senior
indebtedness of Jupiter, it will not institute against, or join any other
Person in instituting against, Jupiter or any such entity any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.


 


Section 13.7           Limitation of Liability.  No claim may be made by any Seller Party or
any other Person against Jupiter, the Agent or any Financial Institution or
their respective Affiliates, directors, officers, employees, attorneys or
agents for any special, indirect, consequential or punitive damages in respect of
any claim for breach of contract or any other theory of liability arising out
of or related to the transactions contemplated by this Agreement, or any act,
omission or event occurring in connection therewith; and each Seller Party
hereby waives, releases, and agrees not to sue upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.


 


Section 13.8           CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.


 


Section 13.9           CONSENT TO JURISDICTION.  EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON
PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY
OTHER JURISDICTION.  ANY JUDICIAL
PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY
AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT
OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.


 


Section 13.10         WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR 


 


36

















 


OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY
PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR
THEREUNDER.


 


Section 13.11         Integration; Binding Effect; Survival of Terms.


 


(a)           This Agreement and each
other Transaction Document contain the final and complete integration of all
prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with
respect to the subject matter hereof superseding all prior oral or written
understandings.


 


(b)           This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns (including any trustee in
bankruptcy).  This Agreement shall
create and constitute the continuing obligations of the parties hereto in
accordance with its terms and shall remain in full force and effect until
terminated in accordance with its terms; provided,
however, that the rights and remedies
with respect to (i) any breach of any representation and warranty made by any
Seller Party pursuant to Article V,
(ii) the indemnification and payment provisions of Article X,
and Sections 13.5 and 13.6 shall be continuing and shall survive
any termination of this Agreement.


 


Section 13.12         Counterparts; Severability; Section References.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same Agreement.  Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  Unless otherwise expressly indicated, all
references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean
articles and sections of, and schedules and exhibits to, this Agreement.


 


Section 13.13         Bank One Roles.  Each of the Financial Institutions acknowledges that Bank One
acts, or may in the future act, (i) as administrative agent for Jupiter or any
Financial Institution, (ii) as issuing and paying agent for the Commercial
Paper, (iii) to provide credit or liquidity enhancement for the timely payment
for the Commercial Paper and (iv) to provide other services from time to time
for Jupiter or any Financial Institution (collectively, the “Bank One Roles”).  Without limiting the generality of this Section 13.13, each Financial Institution hereby
acknowledges and consents to any and all Bank One Roles and agrees that in
connection with any Bank One Role, Bank One may take, or refrain from taking,
any action that it, in its discretion, deems appropriate, including, without
limitation, in its role as administrative agent for Jupiter.


 


37

















 


Section 13.14         Characterization.


 


(a)           It is the intention of
the parties hereto that each purchase hereunder shall constitute and be treated
as an absolute and irrevocable sale, which purchase shall provide the
applicable Purchaser with the full benefits of ownership of the applicable
Purchaser Interest.


 


(b)           In addition to any
ownership interest which the Agent may from time to time acquire pursuant
hereto, Seller hereby grants to the Agent for the ratable benefit of the
Purchasers a valid and perfected security interest in all of Seller’s right,
title and interest in, to and under all Receivables now existing or hereafter
arising, the Collections, each Lock-Box, each Collection Account, all Related
Security, all other rights and payments relating to such Receivables, and all
proceeds of any thereof prior to all other liens on and security interests
therein to secure the prompt and complete payment of the Aggregate
Unpaids.  The Agent and the Purchasers
shall have, in addition to the rights and remedies that they may have under
this Agreement, all other rights and remedies provided to a secured creditor
under the UCC and other applicable law, which rights and remedies shall be
cumulative.


 


Section 13.15         Terms Generally.  Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter
forms.  The word “will” shall be
construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (a)
any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any person shall be construed to
include such person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof.


 


Section 13.16         Accounting Terms.  (a) Except as otherwise specifically
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Seller Parties notify the Agent that the Seller Parties request an
amendment to any provision of Article IX hereof (or any related
definition) to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof to such provision or definition
(or if the Agent notifies the Seller Parties that the Required Financial
Institutions request an amendment to any such provision or definition hereof
for such purposes), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have
been withdrawn or such provision or definition amended in accordance with the
requirements of this Agreement. 
Notwithstanding anything in this Section 13.6 to the contrary, in
the event that there is a change in GAAP or in the application thereof
occurring after the date hereof mandating the expensing of stock options or
comparable equity based compensation, without further action by the Agent or
any Seller Party, such changes requiring the expensing of stock options or
comparable equity based compensation shall be disregarded and this Agreement
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective.


 


38

















 


(b)           The financial
statements to be furnished to the Agent and the Purchasers pursuant hereto
shall be made and prepared in accordance with GAAP consistently applied
throughout the periods involved (except as set forth in the notes thereto or as
otherwise disclosed in writing by the Seller to the Agent and the Purchasers); provided,
that if at any time the computations determining compliance with Article IX
utilize accounting principles different from those utilized in the financial
statements furnished to the Agent and the Purchasers, such computations shall
set forth in reasonable detail a description of the differences and the effect
upon such computations.


 


Section 13.17         Performance
Undertaking.  Provider agrees that,
contemporaneously with the execution and delivery of this Agreement, it is
executing and delivering the Performance Undertaking, in the form attached
hereto as Schedule C, in order to guaranty, among other things, obligations of
the Servicer under or in connection with this Agreement.


 


[SIGNATURE PAGES
FOLLOW]


 


39

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.


 


	
   

  	
  GENLYTE
  RECEIVABLES

  CORPORATION,

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name:

  	
  William G.
  Ferko

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  Genlyte
  Receivables Corporation

  	
   

  
	
   

  	
  300 Delaware
  Avenue, Suite 1704

  	
   

  
	
   

  	
  Wilmington,
  Delaware 19801

  	
   

  
	
   

  	
  Attention:
  CFO of

  	
   

  
	
   

  	
  Genlyte
  Thomas Group LLC

  	
   

  
	
   

  	
  Phone: (302)
  427-5728

  	
   

  
	
   

  	
  Fax: (502)
  420- 9540

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy
  to the Servicer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENLYTE
  THOMAS GROUP LLC,

  
	
   

  	
  as initial
  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name:

  	
  William G.
  Ferko

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer and VicePresident

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  Genlyte
  Thomas Group LLC

  	
   

  
	
   

  	
  10350 Ormsby
  Park Place

  	
   

  
	
   

  	
  Suite 601

  	
   

  
	
   

  	
  Louisville,
  Kentucky  40223

  	
   

  
	
   

  	
  Attention:  Treasurer

  	
   

  
	
   

  	
  Phone:  (502) 420-9500

  	
   

  
	
   

  	
  Fax:  (502) 420-9540

  	
   

  
							



 


S-1

















 


	
   

  	
  THE GENLYTE
  GROUP

  INCORPORATED,

  
	
   

  	
  as Provider

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name:

  	
  William G.
  Ferko

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer, Vice

  President, & Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  As specified
  in the Performance

  Undertaking

  
					



 


S-2

















 


	
   

  	
  JUPITER
  SECURITIZATION

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  Maureen E. Marcon

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  Address:  c/o Bank One, NA (Main Office

  
	
   

  	
  Chicago), as
  Agent

  
	
   

  	
  Asset Backed
  Finance

  
	
   

  	
  Suite
  IL1-0079

  
	
   

  	
  1 Bank One
  Plaza

  
	
   

  	
  Chicago,
  Illinois  60670-0079

  
	
   

  	
  Attention:
  Jupiter Funding Manager

  
	
   

  	
  Phone:  (312) 732-5366

  
	
   

  	
  Fax:  (312) 732-1844

  



 


S-3

















 


	
   

  	
  BANK ONE, NA
  (MAIN OFFICE

  CHICAGO), as a Financial Institution and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/  Maureen E. Marcon

  	
   

  
	
   

  	
  Name:

  	
  Maureen E.
  Marcon

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  Address:  Bank One, NA (Main Office Chicago)

  
	
   

  	
  Asset Backed
  Finance

  
	
   

  	
  Suite
  IL1-0594

  
	
   

  	
  1 Bank One
  Plaza

  
	
   

  	
  Chicago,
  Illinois  60670-0594

  
	
   

  	
  Attention:
  Transaction Management

  
	
   

  	
  Phone:  (312) 732-3133

  
	
   

  	
  Fax:  (312) 732-2245

  
					



 


S-4

















 


EXHIBIT I


 


DEFINITIONS


 


As used in
this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):


 


 “Adverse Claim”
means a lien, security interest, charge or encumbrance, or other right or claim
in, of or on any Person’s assets or properties in favor of any other Person.


 


“Affected Financial Institution” has the
meaning specified in Section 12.1(c).


 


“Affiliate” means, with respect to any Person,
any other Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, such Person or any Subsidiary of such
Person.  A Person shall be deemed to
control another Person if the controlling Person owns 10% or more of any class
of voting securities of the controlled Person or possesses, directly or indirectly,
the power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or
otherwise.


 


“Agent” has the meaning set forth in the
preamble to this Agreement.


 


“Aggregate Capital” means, on any date of
determination, the aggregate amount of Capital of all Purchaser Interests
outstanding on such date.


 


“Aggregate Reduction” has the meaning
specified in Section 1.3.


 


“Aggregate Reserves” means, on any date of
determination, the sum of the Loss Reserve, the Yield and Servicer Fee Reserve
and the Dilution Reserve.


 


“Aggregate Unpaids” means, at any time, an
amount equal to the sum of all accrued and unpaid fees under the Fee Letter,
Jupiter Costs, Yield, Aggregate Capital and all other unpaid Obligations
(whether due or accrued) at such time.


 


“Agreement” means this Receivables Purchase
Agreement, as it may be amended or modified and in effect from time to time.


 


“Amortization Date” means the earliest to
occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the
Business Day immediately prior to the occurrence of an Amortization Event set
forth in Section 9.1(d)(ii), (iii) the
Business Day specified in a written notice from the Agent following the
occurrence of any other Amortization Event, (iv) the date which is thirty (30)
days after the Agent’s receipt of written notice from Seller that it wishes to
terminate the facility evidenced by this Agreement and (v) the date of any assignment
by Jupiter of all or any portion of its Purchaser Interests to a Funding Source
under the related Funding Agreement.


 


“Amortization Event” has the meaning specified
in Article IX.


 


“Assignment Agreement” has the meaning set
forth in Section 12.1(b).


 


I-1

















 


“Authorized
Officer” means any officer of a Seller Party whose title is (including any
title which is substantially the same as): 
(i) Chief Executive Officer, (ii) President, (iii) Chief Financial
Officer or Vice President-Finance, or (iv) Treasurer.


 


“Bank
Borrower” means, at any time, Provider, the Originator, Genlyte Holdings
Inc., Genlyte Lighting Corporation, Genlyte CLP Scotia ULC, Genlyte CGP Nova
Scotia ULC and any other Person that is a “Borrower” as defined in the Bank
Credit Agreement.


 


“Bank
Credit Agreement” means the Amended and Restated Credit Agreement, dated as
of August 2, 2004, among Provider, certain of its Subsidiaries, National City
Bank of Kentucky, as Administrative Agent, and the other financial institutions
party thereto, as the same may be amended, restated or otherwise modified from
time to time.


 


“Bank
Credit Lender” means each Lender (as defined in the Bank Credit Agreement).


 


“Bank
Credit Party” shall mean each of the Bank Borrowers, the guarantors under
the Bank Credit Agreement and any other Subsidiary that is party to any of the
Credit Documents (as defined in the Bank Credit Agreement).


 


“Bank
Maturity Date” shall mean July 31, 2009, or such earlier date on which the
Total Commitment (as defined in the Bank Credit Agreement) is terminated.


 


“Bank One” means Bank One, NA (Main Office
Chicago) in its individual capacity and its successors.


 


“Broken Funding Costs” means for any Purchaser
Interest which: (i) has its Capital reduced without compliance by Seller with
the notice requirements hereunder or (ii) does not become subject to an
Aggregate Reduction following the delivery of any Reduction Notice or (iii) is
at any time assigned by Jupiter to any Funding Source or terminated prior to
the date on which it was originally scheduled to end; an amount equal to the
excess, if any, of (A) the Jupiter Costs or Yield (as applicable) that would
have accrued during the remainder of the Calculation Periods or Tranche
Periods, as the case may be, determined by the Agent to relate to such
Purchaser Interest (as applicable) subsequent to the date of such reduction,
assignment or termination (or in respect of clause (ii) above, the date such
Aggregate Reduction was designated to occur pursuant to the Reduction Notice)
of the Capital of such Purchaser Interest if such reduction, assignment or
termination had not occurred or such Reduction Notice had not been delivered,
over (B) the sum of (x) to the extent all or a portion of such Capital is
allocated to another Purchaser Interest, the amount of Jupiter Costs or Yield
actually accrued during the remainder of such period on such Capital for the
new Purchaser Interest, and (y) to the extent such Capital is not allocated to
another Purchaser Interest, the income, if any, actually received during the
remainder of such period by the holder of such Purchaser Interest from
investing the portion of such Capital not so allocated.  In the event that the amount referred to in
clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser
or Purchasers agree to pay to Seller the amount of such excess.  All Broken Funding Costs shall be due and
payable hereunder upon demand.


 


“Business Day” means any day on which banks
are not authorized or required to close in New York, New York or Chicago,
Illinois and The Depository Trust Company of New York is 


 


I-2

















 


open for business, and, if the
applicable Business Day relates to any computation or payment to be made with
respect to the LIBO Rate, any day on which dealings in dollar deposits are
carried on in the London interbank market.


 


“Calculation
Period” means, with respect to any Purchaser Interest, each period from,
and including, one Period End Date to, but excluding, the next following
applicable Period End Date, except that the initial Calculation Period will
commence on, and include, the date of the initial purchase hereunder.


 


“Capital” of any Purchaser Interest means, at
any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum
of the aggregate amount of Collections and other payments received by the Agent
which in each case are applied to reduce such Capital in accordance with the
terms and conditions of this Agreement; provided that such Capital shall
be restored (in accordance with Section 2.5)
in the amount of any Collections or other payments so received and applied if
at any time the distribution of such Collections or payments are rescinded,
returned or refunded for any reason.


 


“Capital
Lease” as applied to any Person means any lease of any property (whether
real, personal or mixed) by that Person as lessee which, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of that Person.


 


“Capitalized
Lease Obligations” means all obligations under Capital Leases of any Bank
Credit Party, in each case taken at the amount thereof accounted for as
liabilities identified as “capital lease obligations” (or any similar words) on
a balance sheet of such Bank Credit Party as prepared in accordance with GAAP.


 


“Cash
Discount Reserve” means, at any time, an amount equal to the product of (a)
1.25, multiplied  by (b) the aggregate original Outstanding
Balance of all Receivables originated during the immediately preceding two
Fiscal Months, multiplied  by (c) the arithmetic average, for the
twelve immediately preceding Fiscal Months, of the ratios (expressed as
percentages), of (x) the aggregate of all Cash Discounts that were provided (or
in accordance with Disclosed Methods should have been provided) by the Seller
Parties during such Fiscal Month, divided by (y) the aggregate original
Outstanding Balance of all Receivables originated during such Fiscal Month.


 


“Cash
Discounts” means all cash discounts, deductions or reductions (for prompt
payment or otherwise) on Receivables that were provided (or in accordance with
Disclosed Methods should have been provided) to an Obligor by the Originators,
which discount is permitted by the terms of such Receivables to be deducted by
such Obligor from the payment remitted by such Obligor with respect to such
Receivable.


 


“Change of
Control” means the occurrence of any of the following:


 


(a)           any “Person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) who is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that for the purposes of this clause (a) such Person shall be
deemed to have “beneficial ownership” of all shares that any such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more 


 


I-3






















than 25% of either the
aggregate ordinary voting power or the aggregate equity value represented by
the issued and outstanding capital stock in Provider;


 


(b)           individuals who
constituted the Board of Directors of Provider at any given time (together with
any new directors whose election by such Board of Directors or whose nomination
for election by the shareholders of Provider as approved by a vote of 66-2/3%
of the directors of Provider then still in office who were either directors at
such time or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office;


 


(c)           the adoption of a plan
relating to the liquidation or dissolution of Provider;


 


(d)           the merger or consolidation
of Provider with or into another Person or the merger of another Person with or
into Provider, or the sale of all or substantially all the assets of Provider
(determined on a consolidated basis) to another Person, other than a merger or
consolidation transaction in which holders of capital stock representing 100%
of the ordinary voting power represented by capital stock in Provider
immediately prior to such transaction (or other securities into which such
securities are converted as part of such merger or consolidation transaction)
own directly or indirectly at least 80% of the ordinary voting power
represented by, as the case may be, shares of capital stock, membership
interests, partnership interests or equivalent equity interests in the surviving
Person in such merger or consolidation transaction issued and outstanding
immediately after such transaction and in substantially the same proportion as
before the transaction; or


 


(e)           Provider shall cease to
own, directly or indirectly, 100% of the issued and outstanding equity of each
other Seller Party.


 


“Charged-Off Receivable” means a Receivable
(other than a Collection/Attorney Receivable): (i) as to which the Obligor
thereof has taken any action, or suffered any event to occur, of the type
described in Section 9.1(d) (as if
references to Seller Party therein refer to such Obligor), (ii) as to which the
Obligor thereof, if a natural person, is deceased, (iii) which, consistent with
the Credit and Collection Policy, would be written off Seller’s books as
uncollectible, (iv) which has been identified by Seller as uncollectible or (v)
as to which any payment, or part thereof (other than with respect to any Dating
Receivable), remains unpaid for 181 days or more from the original invoice date
for such payment.


 


“Collection Account” means each concentration
account, depositary account, lock-box account or similar account in which any
Collections are collected or deposited and which is listed on Exhibit IV.


 


“Collection Account Agreement” means an
agreement substantially in the form of Exhibit VI
among Originator, Seller, the Agent and a Collection Bank.


 


“Collection/Attorney
Receivable” means any Receivable which is, or in accordance with Disclosed
Methods should be, reported, classified or described on any Seller Party’s
books and records as a “Collection/Attorney” receivable; provided, however,
that the term “Collection/Attorney Receivable” does not include any Receivable
that has been or should be charged or written off any Seller Party’s books as
uncollectible.


 


I-4

















 


“Collection Bank” means, at any time, any of
the banks holding one or more Collection Accounts.


 


“Collection Notice” means a notice, in
substantially the form of Annex A to Exhibit VI,
from the Agent to a Collection Bank.


 


“Collections” means, with respect to any
Receivable, all cash collections and other cash proceeds in respect of such
Receivable, including, without limitation, all yield, Finance Charges or other
related amounts accruing in respect thereof and all cash proceeds of Related
Security with respect to such Receivable and all Deemed Collections with
respect thereto.


 


“Commercial Paper” means promissory notes of
Jupiter issued by Jupiter in the commercial paper market.


 


“Commitment” means, for each Financial
Institution, the commitment of such Financial Institution to purchase Purchaser
Interests from Seller in an amount not to exceed (i) in the aggregate, the
amount set forth opposite such Financial Institution’s name on Schedule A to this Agreement, as such amount
may be modified in accordance with the terms hereof and (ii) with respect to
any individual purchase hereunder, its Pro Rata Share of the Purchase Price
therefor.


 


“Commitment Availability” means at any time
the positive difference (if any) between (a) an amount equal to the aggregate
amount of the Commitments at such time minus
(b) the Aggregate Capital at such time.


 


“Commodity
Hedge Agreement” shall mean any commodity swap agreement, forward commodity
purchase agreement, forward commodity option agreement or similar agreement or
arrangement.


 


“Concentration Limit” means, at any time, for
any Obligor, 4.0% of the aggregate Net Eligible Receivables Balance at such
time, or such other amount (a “Special Concentration Limit”) for such Obligor
designated by the Agent; provided, that
in the case of an Obligor and any Affiliate of such Obligor, the Concentration
Limit shall be calculated as if such Obligor and such Affiliate are one
Obligor; and provided, further, that
Jupiter or the Required Financial Institutions may, upon not less than three
Business Days’ notice to Seller, cancel any Special Concentration Limit.


 


 “Consolidated Amortization Expense”
means, for any period, the amortization expenses of Provider and its Subsidiaries,
calculated on a consolidated basis and determined in accordance with GAAP.


 


“Consolidated
Capital Expenditures” means, for any period, the sum of all expenditures
for property, plant or equipment (whether paid in cash or accrued as
liabilities and including in all events amounts expended or capitalized under
Capital Leases and Synthetic Leases but excluding any amount representing
capitalized interest) by Provider and its Subsidiaries on a consolidated basis
during that period.


 


I-5

















 


“Consolidated
Depreciation Expense” means, for any period, the consolidated depreciation
expenses of Provider and its Subsidiaries, calculated on a consolidated basis
and determined in accordance with GAAP.


 


“Consolidated
EBIT” means, for any period, Consolidated Net Income for such period; plus
(A) the sum (without duplication) of the amounts for such period included in
determining such Consolidated Net Income of (i) Consolidated Interest Expense,
(ii) Consolidated Income Tax Expense, (iii) extraordinary and other
non-recurring non-cash losses and charges and (iv) a non-cash inventory charge
under purchase accounting in connection with the acquisition of the Thomas
Interests by Subsidiaries of Provider; minus (B) extraordinary gains on
sales of assets and other extraordinary or other non-recurring gains, of
Provider and its Subsidiaries, calculated on a consolidated basis, and
determined in accordance with GAAP.


 


“Consolidated
EBITDA” means, for any period, Consolidated EBIT for such period; plus
the sum (without duplication) of the amounts for such period included in
determining Consolidated Net Income of Consolidated Depreciation Expense and
Consolidated Amortization Expense of Provider and its Subsidiaries, calculated
on a consolidated basis and determined in accordance with GAAP.


 


“Consolidated
Income Tax Expense” means, for any period, all provisions for taxes based
on the net income of Provider and its Subsidiaries (including, without
limitation, any additions to such taxes, and any penalties and interest with
respect thereto), calculated on a consolidated basis and determined in
accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means, for any Testing Period, the ratio of (i)
Consolidated EBIT for such Testing Period, to (ii) Consolidated Interest
Expense for such Testing Period as determined at the end of any fiscal quarter;
provided,  however,
that in computing Consolidated EBIT and Consolidated Interest Expense for each
of the Testing Periods ending on or prior to June 30, 2005, Consolidated EBIT
and Consolidated Interest Expense shall be determined as if Provider had owned,
directly or indirectly, 100% of, as the case may be, the partnership interests
or the membership interests in Genlyte and GTG Intangible during all of such
Testing Period.


 


“Consolidated
Interest Expense” means, for any period, the total of interest expense
(including that which is capitalized, that which is attributable to Capital
Leases (but not to Synthetic Leases) and the pre-tax equivalent of dividends
payable on Redeemable Stock that has a liquidation preference over common
stock, and that which is Yield, of Provider and its Subsidiaries, calculated on
a consolidated basis and determined in accordance with GAAP, with respect to
all outstanding Indebtedness of the Provider and its Subsidiaries, including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and net obligations under Financial Hedge
Agreements, but excluding,  however, any interest expense in respect of any
amortization or write-off of deferred financing costs and any charges for
prepayment penalties on prepayment of Indebtedness.


 


“Consolidated
Net Income” means for any period, the net income (or loss) of Provider and
its Subsidiaries for such period taken as a single accounting period,
calculated on a consolidated basis and determined in accordance with GAAP.


 


I-6

















 


“Consolidated
Net Worth” means, as of any date, the difference between the assets and
liabilities as referred on Provider’s consolidated balance sheet, determined in
accordance with GAAP.


 


“Consolidated
Total Debt” means, at any time, the principal amount (or Capitalized Lease
Obligation, in the case of a Capital Lease, or present value, based on the
implicit interest rate, in the case of any Synthetic Lease, or the higher of
liquidation value or stated value, in the case of Redeemable Stock) of all
Indebtedness of Provider and its Subsidiaries, without duplication, determined
on a consolidated basis, including without limitation, the Aggregate Capital at
such time.


 


“Contract” means, with respect to any
Receivable, any and all instruments, agreements, invoices or other writings
pursuant to which such Receivable arises or which evidences such Receivable.


 


 “Credit and
Collection Policy” means Seller’s credit and collection policies and
practices relating to Contracts and Receivables existing on the date hereof and
summarized in Exhibit VIII hereto, as
modified from time to time in accordance with this Agreement.


 


“Dating
Receivable” means any Receivable which, by its terms, is due and payable
more than 60 days from the original invoice date therefor, and classified by
any Seller Party on its books and records in accordance with Disclosed Methods
as a “Dating Receivable”; it  being  understood that
following the date that payment is due with respect to any Receivable
originally classified as a “Dating Receivable” such Receivables shall no longer
be a “Dating Receivable” for purposes of this Agreement or any other
Transaction Document.


 


“Deemed Collections”  means the aggregate of all amounts Seller shall have been deemed
to have received as a Collection of a Receivable.  Seller shall be deemed to have received a Collection in full of a
Receivable if at any time (i) the Outstanding Balance of any such Receivable is
either (x) reduced as a result of any defective or rejected goods or services,
any discount, rebate or any adjustment or otherwise (including, without limitation,
Cash Discounts and Rebates) by Seller or applicable Originator (other than cash
Collections on account of the Receivables) or (y) reduced or canceled as a
result of a setoff in respect of any claim by any Person (whether such claim
arises out of the same or a related transaction or an unrelated transaction) or
(ii) any of the representations or warranties in Article
V are no longer true with respect to any Receivable.


 


“Default Fee” means with respect to any amount
due and payable by Seller in respect of any Aggregate Unpaids, an amount equal
to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate
Unpaids at a rate per annum equal to 3% above the Prime Rate.


 


 “Default Trigger Ratio” means, at any
time, the arithmetic average for the three immediately preceding Fiscal Months
ending on or prior to such date of the Loss Ratios for each such Fiscal Month.


 


“Delinquency Trigger Ratio” means, at any
time, the arithmetic average for the three immediately preceding Fiscal Months
of the ratios (expressed as percentages) calculated as of the last date of each
such Fiscal Month, equal to (i) the aggregate Outstanding Balance of all 


 


I-7

















 


Receivables that were
Delinquent Receivables as of the last day of such Fiscal Month, divided  by
(ii) the aggregate Outstanding Balance of all Receivables as of the last day of
such Fiscal Month.


 


“Delinquent Receivable” means a Receivable
(other than a Dating Receivable) as to which any payment, or part thereof, remains
unpaid for more than 90 days from the original invoice date for such payment.


 


“Designated Obligor” means an Obligor
indicated by the Agent to Seller in writing.


 


“Dilution
Horizon Factor” means, for any Fiscal Month:


 


(a)           if the ratio of (i) the
amount of Consolidated Total Debt as of the end of the immediately preceding
Testing Period ending on or prior to such date 
(commencing with the Testing Period ending September 30, 2004) to (ii)
Consolidated EBITDA for such Testing Period, is less than or equal to 3.0 to
1.00, a fraction, the numerator of which equals the aggregate original
Outstanding Balance of all Receivables originated during such Fiscal Month and
the two immediately preceding Fiscal Months, and the denominator of which
equals the Net Eligible Receivables Balance as of the last day of such Fiscal
Month, and


 


(b)           if the ratio of (i) the
amount of Consolidated Total Debt as of the end of the immediately preceding
Testing Period ending on or prior to such date 
(commencing with the Testing Period ending September 30, 2004) to (ii)
Consolidated EBITDA for such Testing Period, is greater than 3.0 to 1.00, a
fraction, the numerator of which equals the aggregate original Outstanding
Balance of all Receivables originated during such Fiscal Month and the three
immediately preceding Fiscal Months, and the denominator of which equals the
Net Eligible Receivables Balance as of the last day of such Fiscal Month.


 


 “Dilution Percentage” means as of any
date of determination the greater of (i) 10% and (ii) a percentage calculated
in accordance with the following formula:


 


DP = [(2 x ADR) + [(HDR - ADR) x (HDR/ADR)]]
x DHF


 


where:


 


DP           =      the Dilution Percentage;


 


ADR       =      the average of the monthly
Dilution Ratios occurring during the 12 immediately preceding Fiscal Months;


 


HDR       =      (a) if the ratio of (i) the
amount of Consolidated Total Debt as of the end of the immediately preceding
Testing Period ending on or prior to such date 
(commencing with the Testing Period ending September 30, 2004) to (ii)
Consolidated EBITDA for such Testing Period, is less than or equal to  3.0 to 1.00, 


 


I-8

















 


the highest three-month rolling average of Dilution Ratios occurring
during the 12 immediately preceding Fiscal Months, and


(b) if the ratio of (i) the amount of Consolidated Total Debt as of the
end of the immediately preceding Testing Period ending on or prior to such
date  (commencing with the Testing
Period ending September 30, 2004) to (ii) Consolidated EBITDA for such Testing
Period, is greater than to  3.0 to 1.00,
the highest four-month rolling average of Dilution Ratios occurring during the
12 most immediately preceding Fiscal Months; and


 


DHF        =      the Dilution Horizon Factor
at such time.


 


“Dilution
Ratio” means, for any Fiscal Month, a percentage equal to (i) the aggregate
amount of Dilutions (other than Cash Discounts and Rebates used in the
calculations of the Cash Discount Reserve and Rebate Reserve, respectively,
with respect to such Fiscal Month) which occurred during such Fiscal Month,
divided by (ii) the aggregate original Outstanding Balance of all Receivables
generated during the fourth preceding Fiscal Month.


 


“Dilution
Reserve” means, at any time, an amount equal to the product of (a) the Net
Receivables Balance as of the close of business on such date, and (b) the
Dilution Percentage.


 


“Dilution
Trigger Ratio” means, at any time, the arithmetic average for the three
immediately preceding Fiscal Months ending on or prior to such date of the
Dilution Ratio for each such Fiscal Month.


 


“Dilutions” means, at any time, the aggregate
amount of reductions or cancellations described in clause (i) of the definition
of “Deemed Collections”.


 


“Disclosed
Methods” means, in connection with any item recorded in the books and records
of the Seller Parties or paid or provided by the Seller Parties, the practices
and procedures employed by the Seller Parties prior to the date of this
Agreement, as such practices and procedures were disclosed to the Agent prior
to the date of this Agreement.


 


“Discount Rate” means (x) the LIBO Rate plus
1.0 % per  annum, or (y) the Prime Rate, as applicable, with
respect to each Purchaser Interest of the Financial Institutions or funded by
Jupiter using proceeds received from any Funding Source under the related
Funding Agreement.


 


“Eligible Receivable” means, at any time, a
Receivable:


 


(i)  the Obligor of which (a) if a natural
person, is a resident of the United States or, if a corporation or other
business organization, is organized under the laws of the United States or any
political subdivision thereof and has its chief executive office in the United
States; (b) is not an Affiliate of any of the parties hereto; (c) is not a
Designated Obligor;  (d) is not a government
or a governmental subdivision or agency; and (e) is not a Sales Representative
of the Seller, the Servicer, any Originator or any Affiliate thereof,


 


(ii)  the Obligor of which is not the Obligor of
any Charged-Off Receivable,


 


(iii)  which is not a Charged-Off Receivable or a
Delinquent Receivable,


 


(iv)  which by its terms (other than in the case
of Dating Receivables) is due and payable within 60 days of the original
billing date therefor and has not had its payment terms extended,


 


(v)  which is an “account” within the meaning of
Section 9-102 of the UCC of all applicable jurisdictions,


 


I-9

















 


(vi)  which is denominated and payable only in
United States dollars in the United States,


 


(vii)  which arises under an invoice in
substantially the form of one of the form invoices set forth on Exhibit IX
hereto (or an invoice or contract otherwise approved by the Agent in writing),
which, together with such Receivable, is in full force and effect and
constitutes the legal, valid and binding obligation of the related Obligor
enforceable against such Obligor in accordance with its terms subject to no
offset, counterclaim or other defense,


 


(viii)  which arises under a Contract which (A) does
not require the Obligor under such Contract to consent to the transfer, sale or
assignment of the rights and duties of Originator or any of its assignees under
such Contract and (B) does not contain a confidentiality provision that
purports to restrict the ability of any Purchaser to exercise its rights under this
Agreement, including, without limitation, its right to review the Contract,


 


(ix)  which arises under a Contract that contains
an obligation to pay a specified sum of money, contingent only upon the sale of
goods or the provision of services by the applicable Originator,


 


(x)  which, together with the Contract related
thereto, does not contravene any law, rule or regulation applicable thereto
(including, without limitation, any law, rule and regulation relating to truth
in lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy) and with respect to
which no part of the Contract related thereto is in violation of any such law,
rule or regulation,


 


(xi)  which satisfies all applicable requirements
of the Credit and Collection Policy,


 


(xii)  which was generated in the ordinary course
of an Originator’s business,


 


(xiii)  which arises solely from the sale of goods
and/or the provision of services to the related Obligor by the applicable
Originator, and not by any other Person (in whole or in part),


 


(xiv)  as to which the Agent has not notified
Seller that the Agent has determined that such Receivable or class of
Receivables is not acceptable as an Eligible Receivable, including, without
limitation, because such Receivable arises under a Contract that is not
acceptable to the Agent,


 


(xv)  which is not subject to any right of
rescission, set-off, counterclaim, contra account, any other defense (including
defenses arising out of violations of usury laws) of the applicable Obligor
against the applicable Originator or any other Adverse Claim, and the Obligor
thereon holds no right as against such Originator to cause such Originator to
repurchase the goods or merchandise the sale of which shall have given rise to
such Receivable (except with respect to sale discounts effected pursuant to the
Contract, or defective goods returned in accordance with the terms of the
Contract),


 


I-10

















 


(xvi)  as to which the applicable Originator has
satisfied and fully performed all obligations on its part with respect to such
Receivable required to be fulfilled by it, and no further action is required to
be performed by any Person with respect thereto other than payment thereon by
the applicable Obligor,


 


(xvii)  all right, title and interest to and in
which has been validly transferred by the applicable Originator directly to
Seller (or, in the case of any Originators that are Original Sellers, to
Genlyte) under and in accordance with the Receivables Sale Agreement, and
Seller has good and marketable title thereto free and clear of any Adverse
Claim; and


 


(xviii)  which, in the case of any Dating Receivable
(x) has not had its payment terms extended and (y) when added to the aggregate
Outstanding Balance of all other Dating Receivables, does not cause such
Outstanding Balance to exceed 15% of the aggregate Outstanding Balance of all
Receivables; provided, however that not more than 15% of all Dating
Receivable included, at any time, in the Net Receivables Pool as Eligible
Receivable may have payment terms that provide for the payment of such
Receivable greater than or equal to 360 days from the original billing date
therefor.


 


 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Facility Account” means Seller’s Account No.
5606118962 at PNC Bank, National Association.


 


 “Facility
Termination Date” means the earliest of (i) July 27, 2007, (ii) the
Scheduled Commitment Termination Date of all Financial Institutions, (iii) the
Amortization Date and (iv) the date of expiration of any liquidity
facility provided to Jupiter in connection with this Agreement by any Funding
Source.


 


“Federal Bankruptcy Code” means Title 11 of
the United States Code entitled “Bankruptcy,” as amended and any successor
statute thereto.


 


“Federal Funds Effective Rate” means, for any
period, a fluctuating interest rate per annum for each day during such period
equal to (a) the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business
Day, for the preceding Business Day) by the Federal Reserve Bank of New York in
the Composite Closing Quotations for U.S. Government Securities; or (b) if such
rate is not so published for any day which is a Business Day, the average of
the quotations at approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by it.


 


“Fee Letter” means that certain letter
agreement dated as of the date hereof among Seller, the Servicer and the Agent,
as it may be amended or modified and in effect from time to time.


 


I-11

















 


“Finance Charges” means, with respect to a
Contract, any finance, interest, late payment charges or similar charges owing
by an Obligor pursuant to such Contract.


 


“Financial
Hedge Agreement” shall mean (i) any interest rate swap agreement, any
interest rate cap agreement, any interest rate collar agreement or other
similar agreement or arrangement; and (ii) any currency swap agreement, forward
currency purchase agreement or similar agreement or arrangement.


 


“Financial Institutions” has the meaning set
forth in the preamble in this Agreement.


 


“Fiscal
Month” means a fiscal month used by Provider and its subsidiaries in
maintaining their books and records, provided that such month is
determined pursuant to Disclosed Methods.


 


“Funding Agreement” means any agreement or
instrument executed by any Funding Source with or for the benefit of Jupiter.


 


“Funding Source” means (i) any Financial
Institution or (ii) any insurance company, bank or other funding entity
providing liquidity, credit enhancement or back-up purchase support or
facilities to Jupiter.


 


“GAAP”
means accounting principles generally accepted in the United States as in
effect from time to time; it being understood and agreed that determinations in
accordance with GAAP for purposes of Article IX, including defined terms
as used therein, are subject (to the extent provided therein) to Section
13.16.


 


“Genlyte Bankruptcy
Event” means Provider or any of the Material Subsidiaries shall commence a
voluntary case concerning itself under Title 11 of the United States Code
entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto
(the “Bankruptcy Code”) or an equivalent statute under the laws of
Canada or any province thereof; or an involuntary case is commenced against
Provider or any of the Material Subsidiaries and the petition is not
controverted within 30 days, or is not dismissed within 45 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) or
equivalent appointee under the laws of Canada or any province thereof is
appointed for, or takes charge of, all or substantially all of the property of
Provider or any of the Material Subsidiaries; or any of Provider or a Material
Subsidiary commences (including by way of applying for or consenting to the
appointment of, or the taking of possession by, a rehabilitator, receiver,
custodian, trustee, conservator or liquidator (collectively, a “conservator”)
of itself or all or any substantial portion of its property) any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency, liquidation, rehabilitation, conservatorship
or similar law of any jurisdiction whether now or hereafter in effect relating
to Provider or any of the Material Subsidiaries; or any such proceeding is
commenced against Provider or any of the Material Subsidiaries to the extent
such proceeding is consented to by such Person or remains undismissed for a
period of 45 days; or Provider or any of the Material Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or Provider or any of the
Material Subsidiaries suffers any appointment of any conservator or the like
for it or any substantial part of its property which continues undischarged or
unstayed for a period of 45 days; or Provider or any of the Material Subsidiaries



 


I-12

















 


makes a general assignment for
the benefit of creditors; or any corporate (or similar organizational) action
is taken by Provider or any of the Material Subsidiaries for the purpose of
effecting any of the foregoing.


 


“Genlyte
Cross Default” means Provider or any of its Subsidiaries shall (i) permit
the occurrence of an “event of default” (or equivalent event or condition
otherwise named) under a Specified Hedge Agreement or otherwise shall default
in the observance or performance of any agreement or condition under a
Specified Hedge Agreement (and all grace periods, if any, applicable to such
observance, performance or condition shall have expired), the effect of which
“event of default” or other default is to cause or to permit the Bank Credit
Lender or Affiliate thereof that is a party to such Specified Hedge Agreement
to require an early termination thereof, (ii) default in any payment with
respect to any Indebtedness in excess, in the aggregate, of $10,000,000 owed to
any Person, and such default shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Indebtedness
in excess, in the aggregate, of $10,000,000, or (iii) default in the observance
or performance of any agreement or condition relating to any such Indebtedness
in excess, in the aggregate, of $10,000,000 or contained in any instrument or
agreement evidencing, securing or relating thereto (and all grace periods
applicable to such observance, performance or condition shall have expired), or
any other event shall occur or circumstance shall exist, the effect of which
default or other event or circumstance is to cause, or to permit the holder or
holders of such Indebtedness in excess, in the aggregate, of $10,000,000 (or a
trustee or agent on behalf of such holder or holders) to cause any such
Indebtedness in excess, in the aggregate, of $10,000,000 to become due prior to
its stated maturity; or any such Indebtedness in excess, in the aggregate, of
$10,000,000 of Provider or any of its Subsidiaries shall be declared to be due
and payable, or shall be required to be prepaid (other than by a regularly
scheduled required prepayment or redemption, prior to the stated maturity
thereof).


 


“Genlyte
Judgment Default” means one or more judgments or decrees shall be entered
against Provider or any of its Subsidiaries involving a liability equal to or
more than $25,000,000 in the aggregate for all such judgments and decrees for
Provider and its Subsidiaries (excluding any judgment covered by insurance as
to which the carrier has adequate claims paying ability and has not reserved
its rights), and any such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 30 days from the entry
thereof.


 


“GTG
Intangible” means GTG Intangible Holdings LLP, a Delaware limited liability
partnership.


 


“Guaranty
Obligations” shall mean as to any Person (without duplication) any
obligation of such Person guaranteeing any Indebtedness (“primary
Indebtedness”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including without limitation, any obligation of
such Person, whether or not contingent, (a) to purchase any such primary Indebtedness
or any property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any such primary
Indebtedness or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary Indebtedness, or (d)
otherwise to assure or hold harmless the owner of such primary Indebtedness
against loss in respect thereof, provided, 


 


I-13

















 


however,
that the term Guaranty Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business.  The amount of any Guaranty Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary Indebtedness in respect of which such Guaranty Obligation is made or,
if no stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith.


 


“Incremental Purchase” means a purchase of one
or more Purchaser Interests which increases the total outstanding Aggregate
Capital hereunder.


 


“Indebtedness”
of any Person shall mean without duplication:


 


(i)            all indebtedness of
such Person for borrowed money;


 


(ii)           all bonds, notes,
debentures and similar debt securities of such Person;


 


(iii)          the deferred purchase
price of capital assets or services which in accordance with GAAP would be
shown on the liability side of the balance sheet of such Person;


 


(iv)          the face amount of all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder;


 


(v)           all obligations,
contingent or otherwise, of such Person in respect of bankers’ acceptances;


 


(vi)          all Indebtedness of a
second Person secured by any Adverse Claim on any property owned by such first
Person, whether or not such Indebtedness has been assumed;


 


(vii)         all Capitalized Lease
Obligations of such Person;


 


(viii)        the present value,
determined on the basis of the implicit interest rate, of all basic rental
obligations under all Synthetic Leases of such Person;


 


(ix)           all net obligations of
such Person under Hedge Agreements;


 


(x)            the full outstanding
balance of trade receivables, notes or other instruments sold with full
recourse (and the portion thereof subject to potential recourse, if sold with
limited recourse), other than in any such case any thereof sold solely for
purposes of collection of delinquent accounts;


 


(xi)           the stated value, or
liquidation value if higher, of all Redeemable Stock of such Person; and


 


(xii)          all Guaranty Obligations
of such Person of any indebtedness or other obligation of the type described in
clauses (i) through (xi) above;


 


provided that (a)
neither trade payables nor other similar accrued expenses, in each case arising
in the ordinary course of business, nor obligations in respect of insurance
policies or 


 


I-14

















 


performance or surety bonds which themselves
are not guarantees of Indebtedness (nor drafts, acceptances or similar
instruments evidencing the same nor obligations in respect of letters of credit
supporting the payment of the same) that are no more than forty-five days
delinquent, shall constitute Indebtedness; and (b) the Indebtedness of any
Person shall in any event include (without duplication) the Indebtedness of any
other entity (including any general partnership in which such Person is a
general partner) to the extent such Person is liable thereon as a result of
such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide expressly that such
Person is not liable thereon.


 


“Independent Director” shall mean a member of
the Board of Directors of Seller who is not at such time, and has not been at
any time during the preceding five (5) years, (A) a director, officer, employee
or affiliate of Seller, the Servicer, any Originator, or any of their
respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time
of such individual’s appointment as an Independent Director or at any time
thereafter while serving as an Independent Director) of any of the outstanding
common shares of Seller, the Servicer, any Originator, or any of their
respective Subsidiaries or Affiliates, having general voting rights.


 


“Jupiter” has the meaning set forth in the
preamble to this Agreement.


 


“Jupiter
Costs” means for any Calculation Period with respect to any Purchaser
Interest of Jupiter not funded by it under a Funding Agreement, an amount equal
to the product of (x) the USD-LIBOR-BBA for such Calculation Period minus
0.01%, multiplied by (y) the Capital of such Purchaser Interest for each day
elapsed during such Calculation Period, annualized on a 360 day basis.


 


“LIBO Rate” means the rate per  annum
equal to (a) the applicable British Bankers’ Association Interest Settlement
Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00
a.m. (London time) two Business Days prior to the first day of the relevant
Tranche Period, and having a maturity equal to such Tranche Period, provided that, (i) if Reuters Screen FRBD is
not available to the Agent for any reason, the applicable LIBO Rate for the
relevant Tranche Period shall instead be the applicable British Bankers’
Association Interest Settlement Rate for deposits in U.S. dollars as reported
by any other generally recognized financial information service as of 11:00
a.m. (London time) two Business Days prior to the first day of such Tranche
Period, and having a maturity equal to such Tranche Period, and (ii) if no such
British Bankers’ Association Interest Settlement Rate is available to the
Agent, the applicable LIBO Rate for the relevant Tranche Period shall instead
be the rate determined by the Agent to be the rate at which Bank One offers to
place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Tranche Period, in the approximate amount to be funded at the
LIBO Rate and having a maturity equal to such Tranche Period, divided by (b)
one minus the maximum aggregate reserve requirement (including all basic,
supplemental, marginal or other reserves) which is imposed against the Agent in
respect of Eurocurrency liabilities, as defined in Regulation D of the Board of
Governors of the Federal Reserve System as in effect from time to time
(expressed as a decimal), applicable to such Tranche Period.  The LIBO Rate shall be rounded, if
necessary, to the next higher 1/16 of 1%.


 


I-15

















 


“Lock-Box” means each locked postal box with
respect to which a bank who has executed a Collection Account Agreement has
been granted exclusive access for the purpose of retrieving and processing
payments made on the Receivables and which is listed on Exhibit IV.


 


“London
Banking Day” means, any day on which commercial banks are open for general
business (including dealings in foreign exchange and foreign currency deposits)
in the City of London.


 


“Loss
Horizon Factor” means, for any Fiscal Month, a fraction, the numerator of
which equals the aggregate original Outstanding Balance of all Receivables
originated during such Fiscal Month and the two immediately preceding Fiscal
Months, and the denominator of which equals the Net Eligible Receivables Balance
as of the last day of such Fiscal Month.


 


 “Loss Percentage” means at any time
the greater of (i) 12% and (ii) a percentage calculated in accordance with the
following formula:


 


LP = 2 x LHF x LR


 


where:


 


LP           =      the Loss Percentage;


LHF        =      the Loss Horizon Factor; and


LR           =      the highest three month
rolling average of the Loss Ratios occurring during the 12 immediately
preceding Fiscal Months.


 


“Loss Ratio”
means, for any Fiscal Month, a ratio (expressed as a percentage) equal to (i)
one-third of the aggregate Outstanding Balance of all Receivables which are
more than 90 days past the original invoice date therefor and less than 181
days past the original invoice date therefor as of the last day of such Fiscal
Month plus all Charged-Off Receivables which are less than or equal to
90 days past the original invoice date therefor as of the last day of such
Fiscal Month and which have been written off during such Fiscal Month, divided
by (ii) the aggregate original Outstanding Balance of all Receivables
originated during the fourth preceding Fiscal Month.


 


“Loss
Reserve” means, at any time, an amount equal to the Loss Percentage multiplied
by the Net Receivables Balance as of the close of business on such date.


 


“Material Adverse Effect” means a material
adverse effect on:


 


(i)            the business,
operations, property, prospects, assets, liabilities or condition (financial or
otherwise) of (A) the Seller Parties and their Subsidiaries, taken as a whole,
(B) an Originator and its Subsidiaries, taken as a whole, or (C) the Seller,


 


(ii)           the ability of any
Seller Party to perform its obligations under this Agreement any other
Transaction Document to which it is a party,


 


I-16

















 


(iii)          the ability of (A) the
Seller Parties and their Subsidiaries, taken as a whole, (B) an Originator and
its Subsidiaries, taken as a whole, or (C) the Seller to pay their liabilities
and obligations when due,


 


(iv)          the legality, validity
or enforceability of this Agreement or any other Transaction Document,


 


(v)           any Purchaser’s
interest in the Receivables generally or in any significant portion of the
Receivables, the Related Security or the Collections with respect thereto, or


 


(vi)          the collectibility of
the Receivables generally or of any material portion of the Receivables.


 


“Material
Subsidiary” means, at any time, any Subsidiary of Provider (i) that has
assets at such time comprising three percent (3%) or more of the consolidated
assets of Provider, or (ii) whose operations in the current fiscal year are
expected to, or whose operations in the most recent fiscal year did (or would
have if such Person had been a Subsidiary for such entire fiscal year),
represent three percent (3%) or more of the consolidated earnings before
interest, taxes, depreciation and amortization of Provider for such fiscal
year; provided,  however, that notwithstanding the foregoing ,
the term “Material Subsidiary” shall include, without limitation, each Bank
Borrower, Genlyte Canadian Holdings, LLC, Genlyte Intangible, Inc., Shakespeare
Composite Structures LLC, GTG Intangible, Genlyte International Acquisitions
LP, Canlyte Inc., Ledalite Architectural Products LP, Lumec Holding Corp. and
Lumec Inc.


 


“Monthly Report” means a report, in
substantially the form of Exhibit X
hereto (appropriately completed), furnished by the Servicer to the Agent
pursuant to Section 8.5.


 


“Net Eligible Receivables Balance” means, at
any time, the aggregate Outstanding Balance of all Eligible Receivables at such
time reduced by the sum of (x) the Cash Discount Reserve at such time and (y)
the Rebate Reserve at such time.


 


“Net Receivables Balance” means, at any time,
the aggregate Net Eligible Receivables Balance at such time reduced by the
aggregate amount by which the Outstanding Balance of all Eligible Receivables
of each Obligor and its Affiliates exceeds the Concentration Limit for such
Obligor.


 


“Obligations” shall have the meaning set forth
in Section 2.1.


 


“Obligor” means a Person obligated to make
payments pursuant to a Contract.


 


“Operating
Lease” as applied to any Person means any lease of any property (whether
real, personal or mixed) by that Person as lessee which, in conformity with
GAAP, is not accounted for as a Capital Lease on the balance sheet of that
Person.


 


“Original Seller” means each Subsidiary of
Genlyte from time to time party to the Receivables Sale Agreement as a Seller
to Genlyte of the Receivables originated by such Person.


 


I-17

















 


“Originator” means (i) Genlyte, in its
capacity as seller of Receivables to the Seller under the Receivables Sale
Agreement, and (ii) each Original Seller.


 


“Outstanding Balance” of any Receivable at any
time means the then outstanding principal balance thereof.


 


“Participant” has the meaning set forth in Section 12.2.


 


“Performance Undertaking” means that certain
Performance Undertaking, dated as of August 2, 2004 and attached hereto as
Schedule C, by Provider in favor of the Agent for the benefit of the
Purchasers, as the same may be amended, restated or otherwise modified from
time to time.


 


“Period End
Date” means for any Calculation Period, the 17th date of each
calendar month; provided, however if such day is not a Business
Day, the first following day that is a Business Day unless that day falls in the
next calendar month, in which case that date will be the first preceding day
that is a Business Day.


 


“Person” means an individual, partnership,
corporation (including a business trust), limited liability company, joint
stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.


 


 “Potential
Amortization Event” means an event which, with the passage of time
or the giving of notice, or both, would constitute an Amortization Event.


 


“Prime Rate” means a rate per  annum
equal to the prime rate of interest announced from time to time by Bank One or
its parent (which is not necessarily the lowest rate charged to any customer),
changing when and as said prime rate changes.


 


“Proposed Reduction Date” has the meaning set
forth in Section 1.3.


 


“Pro Rata Share” means, for each Financial
Institution, a percentage equal to (i) the Commitment of such Financial
Institution, divided  by (ii) the aggregate amount of all
Commitments of all Financial Institutions hereunder.


 


“Provider”
has the meaning set forth in the preamble to this Agreement.


 


“Purchase Limit” means $100,000,000.


 


“Purchase Notice” has the meaning set forth in
Section 1.2.


 


“Purchase Price” means, with respect to any
Incremental Purchase of a Purchaser Interest, the amount paid to Seller for
such Purchaser Interest which shall not exceed the least of (i) the amount
requested by Seller in the applicable Purchase Notice, (ii) the unused
portion of the Purchase Limit on the applicable purchase date and (iii) the
excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on
the applicable purchase date over the aggregate outstanding amount of Aggregate
Capital determined as of the date of the most recent Monthly Report, taking
into account such proposed Incremental Purchase.


 


I-18

















 


“Purchasers” means Jupiter and each Financial
Institution.


 


“Purchaser Interest” means, at any time, an
undivided percentage ownership interest (computed as set forth below)
associated with a designated amount of Capital, selected pursuant to the terms
and conditions hereof in (i) each Receivable arising prior to the time of the
most recent computation or recomputation of such undivided interest, (ii) all
Related Security with respect to each such Receivable, and (iii) all
Collections with respect to, and other proceeds of, each such Receivable.  Each such undivided percentage interest
shall equal:


 


	
  C

  	
   

  	
   

  
	
  NRB – AR

  	
   

  



 


where:


 


C             =      the Capital of such
Purchaser Interest.


AR          =      the Aggregate Reserves.


NRB        =      the Net Receivables Balance.


 


Such undivided
percentage ownership interest shall be initially computed on its date of
purchase.  Thereafter, until the
Amortization Date, each Purchaser Interest shall be automatically recomputed
(or deemed to be recomputed) on each day prior to the Amortization Date.  The variable percentage represented by any
Purchaser Interest as computed (or deemed recomputed) as of the close of the
business day immediately preceding the Amortization Date shall remain constant
at all times thereafter.


 


“Purchasing Financial Institution” has the
meaning set forth in Section 12.1(b).


 


“Rebate
Reserve” means:


 


(a)           at any time during the
Fiscal Months of April though October, the product of (i) 1.5 multiplied by
(ii) the average, for the immediately preceding twelve Fiscal Months, of the
aggregate Rebates that were provided (or in accordance with Disclosed Methods
should have been provided) by a Seller Party to an Obligor during each such
Fiscal Month, and


 


(b)           at any time during the
Fiscal Months of November through March, the sum of the aggregate Rebates
during each of the two Fiscal Months occurring over the immediately preceding
twelve Fiscal Months in which with the largest aggregate Rebates were provided
(or in accordance with Disclosed Methods should have been provided) by a Seller
Party to an Obligor.


 


“Rebates”
means any and all rebates, deductions and similar allowances and credits (other
than Cash Discounts) that were provided (or in accordance with Disclosed
Methods should have been provided) to an Obligor by any Seller Party, in the
form of credit, cash back or otherwise, in connection with one or more rebate
or other incentive programs of the Originators.


 


“Receivable” means all indebtedness and other
obligations owed to Seller or Originator (at the time it arises, and before
giving effect to any transfer or conveyance under the Receivables Sale
Agreement or hereunder) or in which Seller or any Originator has a security interest
or other interest, including, without limitation, any indebtedness, obligation
or interest 


 


I-19

















 


constituting an account,
chattel paper, instrument or general intangible, arising in connection with the
sale of goods or the rendering of services by any Originator, and further
includes, without limitation, the obligation to pay any Finance Charges with
respect thereto.  Indebtedness and other
rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an
individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from
any other transaction; provided  further, that any indebtedness, rights or
obligations referred to in the immediately preceding sentence shall be a
Receivable regardless of whether the account debtor or Seller treats such
indebtedness, rights or obligations as a separate payment obligation.


 


“Receivables Sale Agreement” means that
certain Receivables Sale Agreement, dated as of August 2, 2004, among Genlyte,
each of the other Originators from time to time party thereto and Seller, as
the same may be amended, restated or otherwise modified from time to time.


 


“Records” means, with respect to any
Receivable, all Contracts and other documents, books, records and other
information (including, without limitation, computer programs, tapes, disks,
punch cards, data processing software and related property and rights) relating
to such Receivable, any Related Security therefor and the related Obligor.


 


“Redeemable
Stock” shall mean with respect to any Person any capital stock or similar
equity interests of such Person that (i) is by its terms subject to mandatory
redemption, in whole or in part, pursuant to a sinking fund, scheduled
redemption or similar provisions, at any time prior to the Bank Maturity Date;
or (ii) otherwise is required to be repurchased or retired on a scheduled date
or dates, upon the occurrence of any event or circumstance, or at the option of
the holder or holders thereof, or otherwise, at any time prior to the Bank
Maturity Date, other than any such redemption, repurchase or retirement
occasioned by a “change of control” or similar event.


 


“Reduction Notice” has the meaning set forth
in Section 1.3.


 


“Regulatory Change” has the meaning set forth
in Section 10.2(a).


 


“Reinvestment” has the meaning set forth in Section 2.2.


 


“Related Security” means, with respect to any
Receivable:


 


(i) all of
Seller’s or any applicable Originator’s interest in the inventory and goods
(including returned or repossessed inventory or goods), if any, the sale,
financing or lease of which by such Originator gave rise to such Receivable,
and all insurance contracts with respect thereto,


 


(ii) all other
security interests or liens and property subject thereto from time to time, if
any, purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all financing
statements and security agreements describing any collateral securing such
Receivable,


 


I-20

















 


(iii) all
guaranties, letters of credit, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing payment of such
Receivable whether pursuant to the Contract related to such Receivable or
otherwise,


 


(iv) all
service contracts and other contracts and agreements associated with such
Receivable,


 


(v) all
Records related to such Receivable,


 


(vi) all of
Seller’s right, title and interest in, to and under the Receivables Sale
Agreement in respect of such Receivable and any applicable Lock-Box, Collection
Account and/or any other account into which Collections on Receivables are or
may be deposited and all of Seller’s right, title and interest in, to and under
the Performance Undertaking, and


 


(vii) all
proceeds of any of the foregoing.


 


“Required Financial Institutions” means, at
any time, Financial Institutions with Commitments in excess of 66-2/3% of the
Purchase Limit.


 


“Required Notice Period” means two Business
Days.


 


“Restricted Junior Payment” means (i) any
dividend or other distribution, direct or indirect, on account of any shares of
any class of capital stock of Seller now or hereafter outstanding, except a
dividend payable solely in shares of that class of stock or in any junior class
of stock of Seller, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of capital stock of Seller now or hereafter outstanding,
(iii) any payment or prepayment of principal of, premium, if any, or interest,
fees or other charges on or with respect to, and any redemption, purchase,
retirement, defeasance, sinking fund or similar payment and any claim for
rescission with respect to the Subordinated Loans (as defined in the
Receivables Sale Agreement), (iv) any payment made to redeem, purchase,
repurchase or retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of capital stock of
Seller now or hereafter outstanding, and (v) any payment of management fees by
Seller (except for reasonable management fees to the Originator or its
Affiliates in reimbursement of actual management services performed).


 


“Sales
Representative” means any Person who (i) sells, markets, advertises or
otherwise arranges for the sale of goods or services by any Originator in
return for a commission, fee or other similar form of payment, or (ii) is
identified (or in accordance with Disclosed Methods should be identified) in
the books and records of any Seller Party as being a sales representative.


 


“Scheduled
Commitment Termination Date” means August 1, 2005, as such date may be
extended from time to time pursuant to Section 2.8.


 


“Seller” has the meaning set forth in the
preamble to this Agreement.


 


I-21

















 


“Seller Parties” means the Seller, the
Servicer, the Provider and each Originator.


 


“Servicer” means at any time the Person (which
may be the Agent) then authorized pursuant to Article
VIII to service, administer and collect Receivables.


 


“Servicing Fee” has the meaning set forth in Section 8.6.


 


“Settlement Date” means (A) each Period End
Date, in respect of each Purchaser Interest of Jupiter not funded by it under a
Funding Agreement, and (B) the last day of the relevant Tranche Period, in
respect of each Purchaser Interest of the Financial Institutions (or a
Purchaser Interest of Jupiter to the extent all or any portion thereof is
funded by it under a Funding Agreement).


 


“Settlement Period” means (A) in respect of
each Purchaser Interest of Jupiter (other than in the case of any such
Purchaser Interest or portion thereof funded by Jupiter under a Funding
Agreement), the immediately preceding Calculation Period, and (B) in respect of
each Purchaser Interest of the Financial Institutions (or a Purchaser Interest
of Jupiter to the extent all or any portion thereof is funded by it under a
Funding Agreement), the entire Tranche Period of such Purchaser Interest.


 


“Specified
Hedge Agreement” has the meaning set forth in the Bank Credit Agreement.


 


“Subsidiary” of a Person means (i) any
corporation more than 50% of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, or (ii) any partnership, association,
limited liability company, joint venture or similar business organization more
than 50% of the ownership interests having ordinary voting power of which shall
at the time be so owned or controlled. 
Unless otherwise expressly provided, all references herein to a
“Subsidiary” shall mean a Subsidiary of Seller.


 


“Synthetic
Lease” means any lease (i) which is accounted for by the lessee as an
Operating Lease, and (ii) under which the lessee is intended to be the “owner”
of the leased property for Federal income tax purposes.


 


“Terminating Financial Institution” has the
meaning set forth in Section 2.8.


 


“Terminating Tranche” has the meaning set
forth in Section 4.3(b).


 


“Termination Date” has the meaning set forth
in Section 2.2.


 


“Termination Percentage” has the meaning set
forth in Section 2.2.


 


“Testing
Period” means for any determination, a single period consisting of the four
consecutive fiscal quarters of Provider then last ended (whether or not such
quarters are all within the same fiscal year), except that if a
particular provision of this Agreement indicates that a Testing Period shall be
of a different specified duration, such Testing Period shall consist of the
particular fiscal quarter or quarters of Provider then last ended which are so
indicated in such provision.


 


I-22

















 


“Thomas
Interests” means all of the direct and indirect equity interests of Thomas
Industries Inc. and certain of its Subsidiaries in Genlyte and GTG Intangible.


 


“Tranche Period” means, with respect to any
Purchaser Interest held by a Financial Institution:


 


(a)           if Yield for such
Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one,
two, three or six calendar months, or such other period as may be mutually
agreeable to the Agent and Seller, commencing on a Business Day selected by
Seller or the Agent pursuant to this Agreement.  Such Tranche Period shall end on the day in the applicable
succeeding calendar month which corresponds numerically to the beginning day of
such Tranche Period, provided, however, that if there is no such
numerically corresponding day in such succeeding calendar month, such Tranche
Period shall end on the last Business Day of such succeeding calendar month; or


 


(b)           if Yield for such
Purchaser Interest is calculated on the basis of the Prime Rate, a period
commencing on a Business Day selected by Seller and agreed to by the Agent; provided
no such period shall exceed one month.


 


If any Tranche
Period would end on a day which is not a Business Day, such Tranche Period
shall end on the next succeeding Business Day, provided,
however, that in the case of Tranche Periods corresponding to the LIBO
Rate, if such next succeeding Business Day falls in a new month, such Tranche
Period shall end on the immediately preceding Business Day.  In the case of any Tranche Period for any
Purchaser Interest which commences before the Amortization Date and would
otherwise end on a date occurring after the Amortization Date, such Tranche
Period shall end on the Amortization Date. 
The duration of each Tranche Period which commences after the
Amortization Date shall be of such duration as selected by the Agent.


 


“Transaction Documents” means, collectively,
this Agreement, each Purchase Notice, the Receivables Sale Agreement, each
Collection Account Agreement, the Performance Undertaking, the Fee Letter, the
Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments,
documents and agreements executed and delivered in connection herewith.


 


“UCC” means the Uniform Commercial Code as
from time to time in effect in the specified jurisdiction.


 


“USD-LIBOR-BBA”
means, for any Calculation Period, the rate for deposits in U.S. Dollars for a
period having a maturity equal to such Calculation Period which appears on the
Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London
Banking Days preceding the first day of such Calculation Period. If such rate
does not appear on the Telerate Page 3750, the rate for that Calculation Period
will be determined as if USD-LIBOR-BBA equals the LIBO Rate.


 


“U.S.
Dollar” means the lawful currency of the United States of America.


 


I-23

















 


“Yield” means for each respective Tranche
Period relating to Purchaser Interests of the Financial Institutions (or
Jupiter in the case of all or any portion of a Purchaser Interest funded by it
under a Funding Agreement), an amount equal to the product of the applicable
Discount Rate for each Purchaser Interest multiplied by the Capital of such
Purchaser Interest for each day elapsed during such Tranche Period, annualized
on a 360 day basis.


 


“Yield and Servicer Fee Reserve” means, on any
date, an amount equal to 1.5%  multiplied by the Outstanding Balance of
all Eligible Receivables as of the close of business of the Servicer on such
date.


 


All accounting
terms not specifically defined herein shall be construed in accordance with
GAAP.  All terms used in Article 9 of
the UCC in the State of Illinois, and not specifically defined herein, are used
herein as defined in such Article 9.


 


I-24

















 


EXHIBIT II


 


FORM OF
PURCHASE NOTICE


 


[Date]


 


Bank One, NA (Main Office Chicago), as Agent

1 Bank One Plaza, 21st Floor

Asset-Backed Finance

Chicago, Illinois 60670-0596


 


Attention:              Jupiter Funding Manager


 


Re:  PURCHASE NOTICE


 


Ladies and Gentlemen:


 


Reference is
hereby made to the Receivables Purchase Agreement, dated as of August 2, 2004,
by and among Genlyte Receivables Corporation, (the “Seller”),
Genlyte Thomas Group LLC, as Servicer, the Financial Institutions party
thereto, Jupiter Securitization Corporation (“Jupiter”),
and Bank One, NA (Main Office Chicago), as Agent (the “Receivables Purchase Agreement”).  Capitalized terms used herein shall have the
meanings assigned to such terms in the Receivables Purchase Agreement.


 


The Agent is
hereby notified of the following Incremental Purchase:


 


	
  Purchase Price:

  	
  $

  
	
  Date of Purchase:

  	
   

  
	
  Requested Discount Rate:

  	
  [LIBO
  Rate]
  [Prime
  Rate]
  [USD-LIBOR-BBA
  rate]

  



 


Please credit
the Purchase Price in immediately available funds to our Facility Account [and
then wire-transfer the Purchase Price in immediately available funds on the
above-specified date of purchase to:


 


[Account
Name]

[Account
No.]

[Bank
Name & Address]

[ABA
#]

Reference:

Telephone advice to: [Name] @ tel. No. ( )


 


Please advise [Name]
at telephone no ( )
                
if Jupiter will not be making this purchase.


 


II-1

















 


In connection
with the Incremental Purchase to be made on the above listed “Date of Purchase”
(the “Purchase Date”), the Seller
hereby certifies that the following statements are true on the date hereof, and
will be true on the Purchase Date (before and after giving effect to the
proposed Incremental Purchase):


 


(i)            the
representations and warranties of the Seller set forth in Section 5.1 of the
Receivables Purchase Agreement are true and correct on and as of the Purchase
Date as though made on and as of such date;


 


(ii)           no
event has occurred and is continuing, or would result from the proposed
Incremental Purchase, that will constitute an Amortization Event or a Potential
Amortization Event;


 


(iii)          the
Facility Termination Date has not occurred, the Aggregate Capital does not
exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed
100%; and


 


(iv)          the
amount of Aggregate Capital is
$          after giving effect to
the Incremental Purchase to be made on the Purchase Date.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  GENLYTE
  RECEIVABLES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


II-2

















 


EXHIBIT III

UCC LOCATION OF SELLER


 


PLACES OF
BUSINESS OF THE SELLER PARTIES;

LOCATIONS OF RECORDS;

FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)


 


III-1

















 


EXHIBIT IV


 


NAMES OF
COLLECTION BANKS; COLLECTION ACCOUNTS


 


	
  Lock-Box

  	
   

  	
  Related
  Collection Account

  
	
   

  	
   

  	
   

  



 


IV-1

















 


EXHIBIT V


 


FORM OF
COMPLIANCE CERTIFICATE


 


To:          Bank One, NA (Main Office Chicago), as Agent


 


This
Compliance Certificate is furnished pursuant to that certain Receivables
Purchase Agreement dated as of August 2, 2004 among GENLYTE RECEIVABLES
CORPORATION (the “Seller”), GENLYTE
THOMAS GROUP LLC (the “Servicer”), the
Purchasers party thereto and Bank One, NA (Main Office Chicago), as agent for
such Purchasers (the “Agreement”).


 


THE
UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.  I am the duly elected
                     
of Seller.


 


2.  I have reviewed the terms of the Agreement
and I have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of Seller and its Subsidiaries during
the accounting period covered by the attached financial statements.


 


3.  The examinations described in paragraph 2
did not disclose, and I have no knowledge of, the existence of any condition or
event which constitutes an Amortization Event or Potential Amortization Event,
as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth in paragraph 5 below.


 


4.  Schedule I attached hereto sets forth
financial data and computations evidencing the compliance with certain
covenants of the Agreement, all of which data and computations are true,
complete and correct.


 


5.  Described below are the exceptions, if any,
to paragraph 3 by listing, in detail, the nature of the condition or event, the
period during which it has existed and the action which Seller has taken, is
taking, or proposes to take with respect to each such condition or event:




 


 


 


 


The foregoing
certifications, together with the computations set forth in Schedule I hereto and the financial
statements delivered with this Certificate in support hereof, are made and
delivered this 
      
day of    ,            .


 


V-1

















 


SCHEDULE I TO
COMPLIANCE CERTIFICATE


 


A.             Schedule of Compliance as of
          ,
     with Section     of the Agreement.  Unless otherwise defined herein, the terms
used in this Compliance Certificate have the meanings ascribed thereto in the
Agreement.


 


This schedule
relates to the Fiscal Months ended:


 


V-2

















 


EXHIBIT VI


 


FORM OF
COLLECTION ACCOUNT AGREEMENT


 


[On letterhead of
Originator]


 


          ,


 


[Lock-Box
Bank/Concentration Bank/Depositary Bank]


 


Re:          Genlyte
Thomas Group LLC


 


Ladies and Gentlemen:


 


Reference is
hereby made to P.O. Box #  in [city,
state, zip code] (the “Lock-Box”) of
which you have exclusive control for the purpose of receiving mail and
processing payments therefrom pursuant to that certain [name of lock-box agreement)
between you and the undersigned (the “Company”)
dated 
              
(the “Agreement”).  You hereby confirm your agreement to perform
the services described therein.  Among
the services you have agreed to perform therein, is to endorse all checks and
other evidences of payment, and credit such payments to the Company’s checking
account no.  maintained with you in the
name of the Company (the “Lock-Box Account”).


 


The Company
hereby informs you that pursuant to that certain Receivables Sale Agreement,
dated as of August 2, 2004 between the Company and Genlyte Receivables
Corporation (the “Seller”), the Company
has transferred all of its right, title and interest in and to, and exclusive
ownership and control of, the Lock-Box and the Lock-Box Account to Seller.  The Company and Seller hereby request that
the name of the Lock-Box Account be changed to “Genlyte Receivables
Corporation, Lock-Box Account.”


 


The Company
and Seller hereby irrevocably instruct you, and you hereby agree, that upon
receiving notice from Bank One, NA (Main Office Chicago) (“Bank One”) in the form attached hereto as
Annex A: (i) the name of the Lock-Box Account will be changed to Bank One for
itself and as agent (or any designee of Bank One) and Bank One will have
exclusive ownership of and access to the Lock-Box and the Lock-Box Account, and
neither the Company, Seller, nor any of their respective affiliates will have
any control of the Lock-Box or the Lock-Box Account or any access thereto, (ii)
you will either continue to send the funds from the Lock-Box to the Lock-Box
Account, or will redirect the funds as Bank One may otherwise request, (iii)
you will transfer monies on deposit in the Lock-Box Account, at any time, as
directed by Bank One, (iv) all services to be performed by you under the
Agreement will be performed on behalf of Bank One, and (v) all correspondence
or other mail which you have agreed to send to the Company or Seller will be
sent to Bank One at the following address:


 


VI-1

















 


Bank One, NA (Main Office Chicago)

Suite       , 21st Floor

1 Bank One Plaza

Chicago, Illinois 60670

Attention:  Credit Manager, Asset Backed

Securities Division


 


Moreover, upon
such notice, Bank One for itself and as agent will have all rights and remedies
given to the Company (and Seller, as the Company’s assignee) under the
Agreement.  Seller agrees, however, to
continue to pay all fees and other assessments due thereunder at any time.


 


You hereby
acknowledge that monies deposited in the Lock-Box Account or any other account
established with you by Bank One for the purpose of receiving funds from the
Lock-Box are subject to the liens of Bank One for itself and as agent, and will
not be subject to deduction, set-off, banker’s lien or any other right you or
any other party may have against the Company or Seller except that you may
debit the Lock-Box Account for any items deposited therein that are returned or
otherwise not collected and for all charges, fees, commissions and expenses
incurred by you in providing services hereunder, all in accordance with your
customary practices for the charge back of returned items and expenses.


 


THIS LETTER
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.  This letter
agreement may be executed in any number of counterparts and all of such
counterparts taken together will be deemed to constitute one and the same
instrument.


 


This letter
agreement contains the entire agreement between the parties, and may not be
altered, modified, terminated or amended in any respect, nor may any right,
power or privilege of any party hereunder be waived or released or discharged,
except upon execution by all parties hereto of a written instrument so
providing.  In the event that any
provision in this letter agreement is in conflict with, or inconsistent with,
any provision of the Agreement, this letter agreement will exclusively govern
and control.  Each party agrees to take
all actions reasonably requested by any other party to carry out the purposes
of this letter agreement or to preserve and protect the rights of each party
hereunder.


 


Please
indicate your agreement to the terms of this letter agreement by signing in the
space provided below.  This letter
agreement will become effective immediately upon execution of a counterpart of
this letter agreement by all parties hereto.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  GENLYTE THOMAS
  GROUP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


VI-2

















 


	
   

  	
  GENLYTE
  RECEIVABLES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and agreed to this     day of
        

  	
   

  
	
   

  	
   

  
	
  [COLLECTION BANK]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  BANK ONE, NA
  (MAIN OFFICE CHICAGO), as

  Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
								



 


VI-3

















 


ANNEX A


 


FORM OF NOTICE


 


[On letterhead of
Bank One]


 


               ,


 


[Collection
Bank/Depositary Bank/Concentration Bank]


 


Re:          Genlyte Thomas Group LLC


 


Ladies and Gentlemen:


 


We hereby
notify you that we are exercising our rights pursuant to that certain letter
agreement among Genlyte Thomas Group LLC, Genlyte Receivables Corporation, you
and us, to have the name of, and to have exclusive ownership and control of,
account number           
(the “Lock-Box Account”) maintained
with you, transferred to us.  [Lock-Box
Account will henceforth be a zero-balance account, and funds deposited in
the Lock-Box Account should be sent at the end of each day to
              .]  You have further agreed to perform all other
services you are performing under that certain agreement dated between you and
Genlyte Thomas Group LLC on our behalf.


 


We appreciate
your cooperation in this matter.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA
  (MAIN OFFICE

  CHICAGO)

  
	
   

  	
  (for itself
  and as agent)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


VI-4

















 


EXHIBIT VII


 


FORM OF
ASSIGNMENT AGREEMENT


 


THIS
ASSIGNMENT AGREEMENT (this “Assignment Agreement”)
is entered into as of the     day of
            ,
    , by and between
                     
(“Assignor”) and
                  
(“Assignee”).


 


PRELIMINARY
STATEMENTS


 


A.            This
Assignment Agreement is being executed and delivered in accordance with Section
12.1(b) of that certain Receivables Purchase Agreement dated as of
August 2, 2004 by and among Genlyte Receivables Corporation, as Seller,
Genlyte Thomas Group LLC, as Servicer, Jupiter Securitization Corporation, Bank
One, NA (Main Office Chicago), as Agent, and the Financial Institutions party
thereto (as amended, modified or restated from time to time, the “Purchase
Agreement”).  Capitalized terms used and
not otherwise defined herein are used with the meanings set forth or incorporated
by reference in the Purchase Agreement.


 


B.            Assignor
is a Financial Institution party to the Purchase Agreement, and Assignee wishes
to become a Financial Institution thereunder; and


 


C.            Assignor
is selling and assigning to Assignee an undivided
            % (the
“Transferred Percentage”) interest in all of Assignor’s rights and obligations
under the Purchase Agreement and the Transaction Documents, including, without
limitation, Assignor’s Commitment and (if applicable) the Capital of Assignor’s
Purchaser Interests as set forth herein.


 


AGREEMENT


 


The parties
hereto hereby agree as follows:


 


1.             The
sale, transfer and assignment effected by this Assignment Agreement shall
become effective (the “Effective Date”) two (2) Business Days (or such other
date selected by the Agent in its sole discretion) following the date on which
a notice substantially in the form of Schedule II to this Assignment Agreement
(“Effective Notice”) is delivered by the Agent to Jupiter, Assignor and
Assignee.  From and after the Effective
Date, Assignee shall be a Financial Institution party to the Purchase Agreement
for all purposes thereof as if Assignee were an original party thereto and
Assignee agrees to be bound by all of the terms and provisions contained
therein.


 


2.             If
Assignor has no outstanding Capital under the Purchase Agreement, on the
Effective Date, Assignor shall be deemed to have hereby transferred and
assigned to Assignee, without recourse, representation or warranty (except as
provided in paragraph 6 below), and the Assignee shall be deemed to have hereby
irrevocably taken, received and assumed from Assignor, the Transferred
Percentage of Assignor’s Commitment and all rights and obligations associated
therewith under the terms of the Purchase Agreement, including, 


 


VII-1

















 


without limitation, the Transferred
Percentage of Assignor’s future funding obligations under Section 4.1 of the
Purchase Agreement.


 


3.             If
Assignor has any outstanding Capital under the Purchase Agreement, at or before
12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to
Assignor, in immediately available funds, an amount equal to the sum of (i) the
Transferred Percentage of the outstanding Capital of Assignor’s Purchaser
Interests (such amount, being hereinafter referred to as the “Assignee’s
Capital”); (ii) all accrued but unpaid (whether or not then due) Yield
attributable to Assignee’s Capital; and (iii) accruing but unpaid fees and
other costs and expenses payable in respect of Assignee’s Capital for the
period commencing upon each date such unpaid amounts commence accruing, to and
including the Effective Date (the “Assignee’s Acquisition Cost”); whereupon,
Assignor shall be deemed to have sold, transferred and assigned to Assignee,
without recourse, representation or warranty (except as provided in paragraph 6
below), and Assignee shall be deemed to have hereby irrevocably taken, received
and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment
and the Capital of Assignor’s Purchaser Interests (if applicable) and all
related rights and obligations under the Purchase Agreement and the Transaction
Documents, including, without limitation, the Transferred Percentage of
Assignor’s future funding obligations under Section 4.1 of the Purchase
Agreement.


 


4.             Concurrently
with the execution and delivery hereof, Assignor will provide to Assignee
copies of all documents requested by Assignee which were delivered to Assignor
pursuant to the Purchase Agreement.


 


5.             Each
of the parties to this Assignment Agreement agrees that at any time and from
time to time upon the written request of any other party, it will execute and
deliver such further documents and do such further acts and things as such other
party may reasonably request in order to effect the purposes of this Assignment
Agreement.


 


6.             By
executing and delivering this Assignment Agreement, Assignor and Assignee
confirm to and agree with each other, the Agent and the Financial Institutions
as follows:  (a) other than the
representation and warranty that it has not created any Adverse Claim upon any
interest being transferred hereunder, Assignor makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties
or representations made by any other Person in or in connection with the
Purchase Agreement or the Transaction Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of Assignee, the
Purchase Agreement or any other instrument or document furnished pursuant
thereto or the perfection, priority, condition, value or sufficiency of any
collateral; (b) Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Seller, any
Obligor, any Seller Affiliate or the performance or observance by the Seller,
any Obligor, any Seller Affiliate of any of their respective obligations under
the Transaction Documents or any other instrument or document furnished pursuant
thereto or in connection therewith; (c) Assignee confirms that it has received
a copy of the Purchase Agreement and copies of such other Transaction
Documents, and other documents and information as it has requested and deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment Agreement; (d) Assignee will, independently and without reliance
upon the Agent, Jupiter, the Seller or any other Financial Institution or
Purchaser and based on such documents 


 


VII-2

















 


and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Purchase Agreement and the Transaction Documents; (e) Assignee
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under the Transaction Documents as are delegated to
the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (f) Assignee agrees that it will perform in accordance
with their terms all of the obligations which, by the terms of the Purchase
Agreement and the other Transaction Documents, are required to be performed by
it as a Financial Institution or, when applicable, as a Purchaser.


 


7.             Each
party hereto represents and warrants to and agrees with the Agent that it is
aware of and will comply with the provisions of the Purchase Agreement,
including, without limitation, Sections 4.1 and 13.6 thereof.


 


8.             Schedule
I hereto sets forth the revised Commitment of Assignor and the Commitment of
Assignee, as well as administrative information with respect to Assignee.


 


9.             THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS.


 


10. 
Assignee hereby covenants and agrees that, prior to the date which is
one year and one day after the payment in full of all senior indebtedness for
borrowed money of Jupiter, it will not institute against, or join any other
Person in instituting against, Jupiter any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Assignment Agreement to be
executed by their respective duly authorized officers of the date hereof.


 


	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  
					



 


VII-3

















 


SCHEDULE I TO
ASSIGNMENT AGREEMENT


 


 


LIST OF
LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS


 


Date: 
              ,
    


 


Transferred Percentage:           %


 


	
   

  	
   

  	
  A-1

  	
   

  	
  A-2

  	
   

  	
  B-1

  	
   

  	
  B-2

  
	
  Assignor

  	
   

  	
  Commitment
  (prior to giving effect to the Assignment Agreement)

  	
   

  	
  Commitment
  (after giving effect to the Assignment Agreement)

  	
   

  	
  OutstandingCapital
  (if any)

  	
   

  	
  Ratable
  Share of Outstanding Capital

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A-2

  	
   

  	
  B-1

  	
   

  	
  B-2

  
	
  Assignee

  	
   

  	
   

  	
   

  	
  Commitment
  (after giving effect to the Assignment Agreement)

  	
   

  	
  Outstanding
  Capital (if any)

  	
   

  	
  Ratable
  Share of Outstanding Capital

  



 


Address for Notices


 


Attention:

Phone:

Fax:


 


VII-4

















 


SCHEDULE II TO ASSIGNMENT AGREEMENT


 


EFFECTIVE
NOTICE


 


TO:                                     ,
Assignor




 


 


 


TO:                                     ,
Assignee




 


 


 


The
undersigned, as Agent under the Receivables Purchase Agreement dated as of
August 2, 2004 by and among Genlyte Receivables Corporation, as Seller, Genlyte
Thomas Group LLC, as Servicer, Jupiter Securitization Corporation, Bank One, NA
(Main Office Chicago), as Agent, and the Financial Institutions party thereto,
hereby acknowledges receipt of executed counterparts of a completed Assignment
Agreement dated as of                  ,
     between
                  ,
as Assignor, and
                  ,
as Assignee.  Terms defined in such
Assignment Agreement are used herein as therein defined.


 


1.             Pursuant to such
Assignment Agreement, you are advised that the Effective Date will be
              ,
    .


 


2.             Jupiter hereby
consents to the Assignment Agreement as required by Section 12.1(b) of the
Receivables Purchase Agreement.


 


VII-5

















 


[3.            Pursuant to such Assignment Agreement, the
Assignee is required to pay $            
to Assignor at or before 12:00 noon (local time of Assignor) on the Effective
Date in immediately available funds.]


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA
  (MAIN OFFICE

  CHICAGO),

  
	
   

  	
  individually
  and as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JUPITER SECURITIZATION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
						



 


VII-6

















 


EXHIBIT VIII


 


CREDIT AND
COLLECTION POLICY


 


See Exhibit V
to Receivables Sale Agreement


 


VIII-1

















 


EXHIBIT IX


 


FORM OF
INVOICE


 


See Attached


 


IX-1

















 


EXHIBIT X


 


FORM OF
MONTHLY REPORT


 


X-1

















 


SCHEDULE A


 


COMMITMENTS OF
FINANCIAL INSTITUTIONS


 


	
  Financial Institution

  	
   

  	
  Commitment

  	
   

  
	
  Bank One, NA (Main Office Chicago)

  	
   

  	
  $

  	
  100,000,000

  	
   

  
					



 


A-1

















 


SCHEDULE B


 


DOCUMENTS TO
BE DELIVERED TO THE AGENT

ON OR PRIOR TO THE INITIAL PURCHASE


 


PART I:  Documents to be Delivered in Connection with the Receivables Sale
Agreement


 


1.             Executed copies of
the Receivables Sale Agreement, duly executed by the parties thereto.


 


2.             Copy of the
Resolutions of the Board of Directors of each Originator certified by its
Secretary, authorizing such Originator’s execution, delivery and performance of
the Receivables Sale Agreement and the other documents to be delivered by it
thereunder.


 


3.             Organizational
Documents of each Originator certified by the Secretary of State of the
jurisdiction of incorporation of such Originator on or within thirty (30) days
prior to the initial Purchase (as defined in the Receivables Sale Agreement).


 


4.             Good Standing
Certificate for each Originator issued by the Secretaries of State of its state
of incorporation and each jurisdiction where it has material operations, each
of which is listed below:


 


1.  Genlyte: Delaware, Kentucky,
California, Connecticut, Massachusetts , New Jersey, Illinois, Texas,
Pennsylvania, North Carolina, Mississippi, Tennessee and Georgia.


 


2. 
Shakespeare Composite Structures, LLC: Delaware, South Carolina and
Florida.


 


3. New Oxford Aluminum LLC: Delaware and Pennsylvania.


 


5.             A
certificate of the Secretary of each Originator certifying: (i) the names and
signatures of the officers authorized on its behalf to execute the Receivables
Sale Agreement and any other documents to be delivered by it thereunder and
(ii) a copy of such Originator’s organizational documents.


 


6.             Pre-filing
(a) UCC lien searches against each Originator at the Secretary of Sate in (i)
the state of such Originator’s formation, (ii) the state of its headquarters
and/or principal place of business and (iii) the state in which such Originator
has manufacturing and/or warehouse facilities and (b) local judgment, state and
federal tax and ERISA liens searches against such Originator in the state of
such Originator’s headquarters and/or principal place of business.


 


7.             Time stamped receipt
copies of proper financing statements, duly filed under the UCC on or before
the date of the initial Purchase (as defined in the Receivables Sale Agreement)
in all jurisdictions as may be necessary or, in the opinion of Agent,
desirable, under the UCC of all appropriate jurisdictions or any comparable law
in order to perfect the ownership interests contemplated by the Receivables
Sale Agreement.


 


B-1

















 


8.             Time stamped receipt
copies of proper UCC termination statements, if any, necessary to release all
security interests and other rights of any Person in the Receivables, Contracts
or Related Security previously granted by any Originator.


 


9.             Executed Collection
Account Agreements for each Lock-Box and Collection Account.


 


10.           A favorable opinion of
legal counsel for each Originator reasonably acceptable to the Agent which
addresses the following matters and such other matters as the Agent may
reasonably request:


 


•              Originator is a
corporation duly organized, validly existing, and in good standing under the
laws of its state of organization.


 


•              Originator has all
requisite authority to conduct its business in each jurisdiction where failure
to be so qualified would have a material adverse effect on such Originator’s
business.


 


•              The execution and
delivery by such Originator of the Receivables Sale Agreement and each other
Transaction Document to which it is a party and its performance of its
obligations thereunder have been duly authorized by all necessary corporate
action and proceedings on the part of such Originator and will not:


 


(a)           require any action by or in respect of, or
filing with, any governmental body, agency or official (other than the filing
of UCC financing statements);


 


(b)           contravene, or constitute a default under,
any provision of applicable law or regulation or of its articles or certificate
of     incorporation or bylaws or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon such Originator; or


 


(c)           result in the creation or imposition of any
Adverse Claim on assets of such Originator or any of its Subsidiaries (except
as contemplated by the Receivables Sale Agreement).


 


•              The Receivables Sale
Agreement and each other Transaction Document to which it is a party has been
duly executed and delivered by such Originator and constitutes the legal,
valid, and binding obligation of such Originator enforceable in accordance with
its terms, except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.


 


•              The provisions of
the Receivables Sale Agreement are effective to create a valid security
interest in favor of Seller in all Receivables and upon the filing of financing
statements, Seller shall acquire a first priority, perfected security interest
in such Receivables.


 


B-2

















 


•              To the best of the
opinion giver’s knowledge, there is no action, suit or other proceeding against
such Originator or any Affiliate of such Originator, which would materially
adversely affect the business or financial condition of such Originator and its
Affiliates taken as a whole or which would materially adversely affect the
ability of such Originator to perform its obligations under the Receivables
Sale Agreement.


 


11.           A “true sale” opinion
and “substantive consolidation” opinion of counsel for the Originators with
respect to the transactions contemplated by the Receivables Sale Agreement.


 


12.           A Compliance
Certificate.


 


13.           Executed copies of (i)
all consents from and authorizations by any Persons and (ii) all waivers and
amendments to existing credit facilities, that are necessary in connection with
the Receivables Sale Agreement.


 


14.           Executed copies of the
Subscription Agreement (as defined in the Receivables Sale Agreement).


 


15.           Executed copies of the
Subordinated Note (as defined in the Receivables Sale Agreement) by Seller in
favor of each Originator.


 


16.           A direction letter
executed by each Originator authorizing Seller (and its assignees) and
directing warehousemen to allow Seller (and its assignees) to inspect and make
copies from such Originator’s books and records maintained at off-site data
processing or storage facilities.


 


PART II:  Documents to Be
Delivered in Connection with the Agreement


 


17.           Executed
copies of the Agreement, duly executed by the parties thereto.


 


18.           Copy of
the Resolutions of the Board of Directors of each Seller Party and Provider
certified by its Secretary authorizing such Person’s execution, delivery and
performance of this Agreement and the other documents to be delivered by it
hereunder.


 


19.           Organizational
Documents of each Seller Party certified by the Secretary of State of its
jurisdiction of organization on or within thirty (30) days prior to the initial
Incremental Purchase.


 


20.           Good
Standing Certificate for each Seller Party issued by the Secretaries of State
of its state of organization and each jurisdiction where it has material
operations, each of which is listed below:


 


1.             Seller:  Delaware


 


B-3

















 


2.             Servicer:  Delaware, Kentucky, California,
Connecticut, Massachusetts , New Jersey, Illinois, Texas, Pennsylvania, North
Carolina, Mississippi, Tennessee and Georgia.


 


3.             Provider:  Delaware.


 


21.           A
certificate of the Secretary of each Seller Party certifying (i) the names and
signatures of the officers authorized on its behalf to execute this Agreement
and any other documents to be delivered by it hereunder and (ii) a copy of such
Person’s organizational documents.


 


22.           Pre-filing
state and federal tax lien, ERISA lien, judgment lien and UCC lien searches
against the Seller in the State of Delaware.


 


23.           Time
stamped receipt copies of proper financing statements, duly filed under the UCC
on or before the date of the initial Incremental Purchase in all jurisdictions
as may be necessary or, in the opinion of the Agent, desirable, under the UCC
of all appropriate jurisdictions or any comparable law in order to perfect the
ownership interests contemplated by this Agreement.


 


24.           Time
stamped receipt copies of proper UCC termination statements, if any, necessary
to release all security interests and other rights of any Person in the
Receivables, Contracts or Related Security previously granted by Seller.


 


25.           Executed
copies of Collection Account Agreements for each Lock-Box and Collection
Account.


 


26.           A
favorable opinion of legal counsel for the Seller Parties reasonably acceptable
to the Agent which addresses the following matters and such other matters as
the Agent may reasonably request:


 


•              Each
Seller Party is duly organized, validly existing, and in good standing under
the laws of its state of organization.


 


•              Each
Seller Party has all requisite authority to conduct its business in each
jurisdiction where failure to be so qualified would have a material adverse
effect on such Person’s business.


 


•              The
execution and delivery by each Seller Party of this Agreement and each other
Transaction Document to which it is a party and its performance of its
obligations thereunder have been duly authorized by all necessary corporate
action and proceedings on the part of such Person and will not:


 


(a)           require any action by or in respect of, or
filing with, any governmental body, agency or official (other than the filing
of UCC financing statements);


 


B-4

















 


(b)           contravene, or constitute a default under,
any provision of applicable law or regulation or of its articles or certificate
of incorporation or bylaws or of any agreement, judgment, injunction, order,
decree or other instrument binding upon such Person; or


 


(c)           result in the creation or imposition of any
Adverse Claim on assets of such Person or any of its Subsidiaries (except as
contemplated by this Agreement).


 


•              This Agreement and
each other Transaction Document to which such Person is a party has been duly
executed and delivered by such Person and constitutes the legal, valid, and
binding obligation of such Person, enforceable in accordance with its terms,
except to the extent the enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally and subject also to the availability of equitable remedies if
equitable remedies are sought.


 


•              The provisions of
the Agreement are effective to create a valid security interest in favor of the
Agent for the benefit of the Purchasers in all Receivables and Related
Security, and upon the filing of financing statements, the Agent for the
benefit of the Purchasers shall acquire a first priority, perfected security
interest in such Receivables and Related Security.


 


•              To the best of the
opinion giver’s knowledge, there is no action, suit or other proceeding against
any Seller Party or any of their respective Affiliates, which would materially
adversely affect the business or financial condition of such Person and its
Affiliates taken as a whole or which would materially adversely affect the
ability of such Person to perform its obligations under any Transaction
Document to which it is a party.


 


27.           A Compliance
Certificate.


 


28.           The Fee Letter.


 


29.           A Monthly Report as at
June 30, 2004.


 


30.           Executed copies of (i)
all consents from and authorizations by any Persons and (ii) all waivers and
amendments to existing credit facilities, that are necessary in connection with
this Agreement.


 


31.           A direction letter
executed by Seller and the Servicer authorizing the Agent and Jupiter, and
directing warehousemen to allow the Agent and Jupiter to inspect and make
copies from Seller’s books and records maintained at off-site data processing
or storage facilities.


 


B-5