ROYAL BANK
                                                       OF CANADA

                                                       U.S.A. Headquarters
                                                       1 Liberty Plaza
                                                       New York, N.Y. 10006-1404

                                                       Tel.:  (212) 428-6200

                                                         as of December 22, 1999



Genlyte Thomas Group Nova Scotia ULC
4360 Brownsboro Road, Suite 300
P.O. Box 35120
Louisville, KY 40232
         Attention: Mr. Terry Lange

Ladies and Gentlemen:

         Royal Bank of Canada (the "BANK") is pleased to offer to Genlyte Thomas
Group Nova Scotia ULC (the  "BORROWER")  on the terms and  conditions  set forth
herein an  Advance  (as  defined  below) in  Canadian  or U.S.  Dollars  (as the
Borrower shall request) in a principal amount not to exceed  C$10,000,000 or the
Equivalent  Amount  (as  defined  below)  in U.S.  Dollars.  Defined  terms  not
otherwise  defined in this letter  agreement  (the  "AGREEMENT")  shall have the
meanings provided in Annex A attached hereto and made a part hereof.

1.       THE ADVANCE

         (a) Upon  satisfaction  of the  conditions  below,  Borrower  may, upon
notice as set forth  below,  request,  on or after  December  22, 1999, a single
advance  hereunder  in such  currency as Borrower  shall  request  (which may be
either  Canadian  Dollars  or  U.S.   Dollars)  for  an  amount  not  to  exceed
C$10,000,000  or the  Equivalent  Amount in U.S.  Dollars  (the  "ADVANCE").  As
between Canadian and U.S.  Dollars,  the currency in which the Advance is funded
is the  "CURRENCY"  and the  currency  in which the Advance is not funded is the
"OTHER  CURRENCY." There shall be no conversion of the Advance from the Currency
to the Other Currency during the term of this Agreement.

         (b) The  interest  rate  basis  for the  Advance  may be  converted  or
continued  from time to time based on Libor or the Prime Rate  applicable to the
Currency.  At such time as interest is based on the  applicable  Libor rate, the
Advance  shall be referred to as the Libor Advance and, at such time as interest
is based on the  applicable  Prime Rate, the Advance shall be referred to as the
Prime Rate Advance;  PROVIDED,  HOWEVER, any such characterization  shall always
constitute but one and the same Advance  hereunder in the Currency.  If Libor is
selected and no Interest  Period is  specified,  Borrower will be deemed to have

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Genlyte Thomas Group Nova Scotia ULC                                      Page 2
December 22, 1999

requested  an  Interest  Period  of one  month.  If no  interest  rate  basis is
specified,  Borrower will be deemed to have requested a Prime Rate Advance.  The
principal  amount of the  Advance  at any time that it shall be a Libor  Advance
shall be no less than  C$500,000 or larger whole  multiples of C$100,000 for the
Advance  in  Canadian  Dollars  and  US$500,000  or larger  whole  multiples  of
US$100,000 for the Advance in U.S. Dollars.

2.       PURPOSE

         Borrower  will use the  Advance to repay a portion of one or more loans
made by the Toronto Dominion Bank to Borrower, originally for the purpose of the
acquisition by Borrower of Ledalite Architectural Products Inc.

3.       AVAILABILITY

         The  Advance  shall be drawn on a Business  Day (as  defined  below) no
later  than  December  31,  1999 and shall  mature on the date which is 364 days
thereafter  (the  "MATURITY  DATE"),  unless  otherwise  extended  at  the  sole
discretion of Bank, as herein provided.

4.       NOTICE OF BORROWING OR CONVERSION

         Notice of the date on which the  Advance  shall be made,  the  Currency
requested,  the amount to be borrowed,  the  interest  rate basis and, for Libor
Advance,  the Interest Period,  shall be given by Borrower to Bank in accordance
with the  applicable  provisions  of Schedule A attached  hereto and made a part
hereof.  Conversions to a different  interest rate basis may be made upon notice
as provided in such Schedule;  PROVIDED,  HOWEVER, in no case shall any Interest
Period extend beyond the Maturity Date.

5.       REPAYMENT

         The  Advance  shall be  payable  in  full,  together  with all  accrued
interest  thereon  not  previously  paid  and any  other  fees or  expenses  due
hereunder on the Maturity  Date.  All amounts  payable and due from the Borrower
pursuant to this Agreement  shall be paid in immediately  available funds in the
Currency.  If a day on which an amount is due is not a Business Day, such amount
shall be deemed for all purposes of this  Agreement to be due on next  following
Business Day unless such next  following  Business  Day is in the next  calendar
month  in  which  event  such  amount  shall  be due on the  Business  Day  next
preceding,  and all  interest  and other fees  shall  continue  to accrue  until
payment.  Interest and fees payable under this Agreement are payable both before
and after any or all of default, demand and judgment.


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Genlyte Thomas Group Nova Scotia ULC                                      Page 3
December 22, 1999

6.       INTEREST RATES AND FEES

         (a)      The following rates of interest and fees shall apply:

                  (1)      For the Advance in Canadian Dollars:

                  Prime Advance     -       RBP
                  Libor Advance     -       Canadian Libor + 0.50% per annum

                  (2)      For the Advance in U.S. Dollars:

                  Prime Advance     -       RBUSBR
                  Libor Advance     -       U.S. Libor + 0.50% per annum

         (b)      Upon Borrower's  acceptance of this Agreement,  Borrower shall
                  pay Bank an arrangement fee of Cdn$25,000.

         (c)      If  Borrower  shall  request an  extension  of the  Advance in
                  accordance  with  Section 13 hereof  and if Bank,  in its sole
                  discretion,  shall agree to such an extension, then, on and at
                  the effective  date of such  extension,  Borrower shall pay to
                  Bank an extension fee of Cdn$10,000.

7.       INTEREST PAYMENT AND CALCULATION

         (a)      PRIME ADVANCE

         Interest on the Prime  Advance will accrue daily on the basis of a year
of 365 days and will be calculated,  payable and compounded  monthly on such day
of the month as the Bank shall  specify.  Any  change in RBP or RBUSBR  shall be
effective as of the opening of business on the day such change takes place.

         (b)      LIBOR ADVANCE

         For the  Libor  Advance,  interest  or  fees,  as  applicable,  will be
calculated and payable in the manner set forth in Schedule A attached hereto and
made a part hereof.

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Genlyte Thomas Group Nova Scotia ULC                                      Page 4
December 22, 1999

         (c)      INTEREST ACT (CANADA)

         The annual rates of interest or fees to which the rates  calculated  in
accordance  with this  Agreement  are  equivalent  are the  rates so  calculated
multiplied  by the  actual  number of days in the  calendar  year in which  such
calculation  is made and  divided  by 365 or, in the case of the Libor  Advance,
360. In no event will interest  exceed the rate permitted by law.  Interest will
be  calculated  on the basis of a 365-day  year and  actual  days  elapsed,  and
payable  quarterly  in arrears on the last  Business  Day of each  March,  June,
September and December  following  the Advance,  and on the Maturity  Date.  The
annual rates of interest to which the rates  calculated in accordance  with this
Agreement are equivalent,  are the rates so calculated  multiplied by the actual
number  of days in the  calendar  year in  which  such  calculation  is made and
divided by 365. The Borrower shall not be obligated to pay any interest under or
in connection with this letter agreement to the extent such interest exceeds the
effective annual rate of interest on the credit advanced hereunder that would be
lawfully  permitted  under the  CRIMINAL  CODE.  For  purposes of this  section,
"interest" and "credit advanced" have the meanings ascribed to such terms in the
CRIMINAL  CODE  (Canada) and the  "effective  annual rate of interest"  shall be
calculated  in  accordance  with  generally  accepted  actuarial  practices  and
principles.

8.       PREPAYMENT

         The  Advance  may be prepaid in whole or in part upon five days'  prior
written notice to Bank; PROVIDED, HOWEVER, that the Libor Advance may be prepaid
only on an Interest  Payment Date and the Borrower shall compensate Bank for all
losses,  expenses  and  liabilities  which Bank may sustain as the result of any
prepayment.  Each prepayment shall be accompanied by payment of interest accrued
on the amount prepaid to the date of prepayment and shall be made in immediately
available  funds in the Currency.  Any portion of the Advance prepaid may not be
reborrowed within the term hereof,  including for this purpose, any extension in
accordance  with the terms  hereof,  unless  the Bank shall  otherwise  agree in
writing.

9.       EVIDENCE OF INDEBTEDNESS

         (a) The Bank shall  maintain on its records,  accounts  evidencing  the
Borrower's  liability to the Bank in respect of principal of and interest on the
Advance and all other amounts  payable under this letter  agreement.  The Bank's
accounts  shall  constitute,  in the  absence of  manifest  error,  PRIMA  FACIE
evidence  of the  indebtedness  of the  Borrower  to the Bank  pursuant  to this
Agreement.

         (b) If the Advance is made in U.S. Dollars,  it shall be evidenced by a
promissory note of the Borrower in form and substance  satisfactory to the Bank,
in its sole discretion (the "Note").

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Genlyte Thomas Group Nova Scotia ULC                                      Page 5
December 22, 1999



10.      INDEMNIFICATION AND INCREASED COSTS

         (a) If any  payment of the Libor  Advance  occurs on a date that is not
the last day of the applicable Interest Period, whether because of acceleration,
mandatory prepayment or otherwise, or the Libor Advance is not made or converted
or  continued  on the date  specified  by the Borrower for any reason other than
default by the Bank,  the Borrower will  indemnify the Bank for any loss or cost
incurred by it resulting  therefrom,  including (but not limited to) any loss or
cost in  liquidating  or employing  deposits  acquired to fund or maintain  such
Libor Advance.  The Bank's  written  statement as to the amount of any such loss
(such  statement  to set forth in  reasonable  detail  the  manner in which such
amount was calculated) will be conclusive, absent manifest error.

         (b) If the  Bank's  cost  of  making  or  maintaining  the  Advance  is
increased, any amount received or receivable by the Bank hereunder is reduced or
the rate of return on the Bank's capital in respect of the Advance is reduced by
an amount deemed by the Bank to be material,  by reason of any tax not in effect
on the  date  hereof  (other  than  any  increase  in the rate of tax on the net
income,  gains  or  profits  of the  Bank),  any  reserve  or  capital  adequacy
requirement, liquidity ratio, special deposit requirement or otherwise, then the
Borrower  shall  either (i)  promptly pay the Bank,  on demand,  any  additional
amounts  necessary to compensate  the Bank for such  additional  cost or reduced
amount received or receivable or reduction in rate of return with respect to the
Advance  or (ii)  promptly  prepay  the  outstanding  amount of the  Advance  as
provided in this Agreement, together with such additional amounts for the period
up to such prepayment. The Bank's written statement as to the amount of any such
cost, loss or requirement  (such statement to set forth in reasonable detail the
manner in which such amount was calculated) will be conclusive,  absent manifest
error.

         (c) If the Bank  determines that the making or maintenance of the Libor
Advance would violate any applicable law, rule, regulation or directive, whether
or not having the force of law, or if the Bank  determines  that funds of a type
and maturity appropriate to match fund a requested conversion to or continuation
of the Libor  Advance  are not  available,  then the  availability  of the Libor
Advance shall be suspended and the Advance shall be converted to or continued as
the Prime Advance at the end of the then current  Interest Period therefor or at
such earlier time as may be required by  applicable  law,  rule,  regulation  or
directive.  The  Bank's  written  statement  as to  the  such  circumstances  or
requirements  (such  statement to set forth in  reasonable  detail the manner in
which such amount was calculated) will be conclusive, absent manifest error.

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Genlyte Thomas Group Nova Scotia ULC                                      Page 6
December 22, 1999

11.      TAXES

         Payments  of all amounts to the Bank  hereunder  shall be made free and
clear of, and  without  deduction  for,  any  present or future  taxes,  levies,
imposts,  duties or withholding charges imposed by any governmental authority in
any jurisdiction or political  subdivision or taxing authority therein( any such
taxes, levies, imposts, duties, withholding charges, collectively,  "TAXES"). If
any such Taxes,  withholdings or deductions are required by Applicable Law to be
made and are made, the Borrower shall, as a separate and independent obligation,
pay to the Bank all such  additional  amounts as shall fully  indemnify the Bank
from,  and hold the Bank  harmless  against,  any  such  Taxes,  withholding  or
deduction.

12.      LETTER OF CREDIT AND GUARANTY

         (a) Borrower shall provide an  Irrevocable  Standby Letter of Credit in
favor of Bank as the  beneficiary  thereof  for a face  amount  (the  "LETTER OF
CREDIT AMOUNT") at least equal to the Advance,  issued by a recognized financial
institution satisfactory to the Bank in its sole discretion, having a term of at
least 364-days from the date of the Advance with such provisions for renewal, if
any, as Bank may agree to (the "LETTER OF CREDIT").

         (b) The  Letter of Credit  may be issued in the  Currency  or the Other
Currency.

         (c) The Letter of Credit shall be in  substantially a form submitted to
the Bank for  approval  and  approved  by the  Bank,  in its sole  discretion  ,
executed  and  delivered  by the  issuing  bank on or  prior  to the date of the
Advance and shall be attached hereto and made a part hereof.

         (d) If the  Letter of Credit  is issued in the Other  Currency,  to the
extent,  if any that at any time the  Letter of  Credit  Amount is less than the
Equivalent  Amount of the Advance due to  fluctuations  in the exchange  rate by
which such equivalence is determined (a "DEFICIENCY"), upon demand by Bank:

             (1)  Borrower shall immediately prepay the Advance in the amount of
             such Deficiency;

             (2)  deposit  with  the  Bank  and  grant  to the  Bank a  security
             interest in cash  collateral  in the  Currency in the amount of the
             Deficiency; or

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Genlyte Thomas Group Nova Scotia ULC                                      Page 7
December 22, 1999

             (3) cause the Letter of Credit  immediately  to be increased in an
             amount at least equal to the  Deficiency  plus any such  additional
             amount  which Bank  shall  reasonably  request to cover  reasonably
             foreseeable  adverse  fluctuations in the exchange rate at the time
             of such  increase  and to avoid  the need for  subsequent  repeated
             increases.  (The Letter of Credit so increased  shall be the Letter
             of Credit  hereunder as and from the date of such  increase and any
             subsequent  Deficiency  in respect of such Letter of Credit  shall,
             accordingly, be subject to this Section 12.)

         (e)  Further  to  protect  Bank  against  any  such  adverse   currency
fluctuation,  Borrower shall cause Genlyte Thomas Group LLC (the "GUARANTOR") to
deliver to Bank,  and it shall be a condition to the  effectiveness  hereof that
the  Guarantor  shall so deliver,  concurrent  with the  execution  and delivery
hereof by Borrower,  a written  guaranty (the  "GUARANTY") in form and substance
satisfactory to Bank which  guarantees  payment of the Deficiency to the Bank by
the  Guarantor  on  the  date  of  any  drawing  under  the  Letter  of  Credit,
notwithstanding  whether Bank shall have made any demand upon Borrower  pursuant
to paragraph (d) preceding.

13.      EXTENSION

         (a) Upon written notice from Borrower to Bank, received no earlier than
60 days and no later  than 30 days  prior to the  Maturity  Date,  Borrower  may
request an extension of the Advance (in the Currency only) for another period of
364-days and,  PROVIDED no Event of Default or default which, with notice or the
lapse of time would become an Event of Default,  shall then have occurred and be
continuing,  if the Bank in its sole discretion agrees to such an extension, the
extended  Maturity  Date shall be the date  which is 364 days from the  Maturity
Date  in  effect  prior  to  such  extension,  subject  to the  payment  of such
administrative  fees and expenses as Bank may require.  For the avoidance of all
doubt, it is hereby confirmed, acknowledged and agreed by Borrower that the Bank
shall have entire and sole  discretion at the time of any  extension  request as
provided  herein  to  agree  or not to agree  to such  extension  and upon  such
additional or different  terms and  conditions as Bank may deem  appropriate  at
such time and under such circumstances, notwithstanding anything to the contrary
herein or otherwise.

         (b) Any extended  Maturity Date may be extended for a further period of
364 days upon the  Borrower's  request,  subject to the  conditions set forth in
paragraph  (a)  preceding,  if the Bank,  in its sole  discretion,  shall agree;
PROVIDED,  HOWEVER,  that no such  extended  Maturity Date shall be later than 6
days prior to the anniversary of the initial Maturity Date in the year 2004.

         (c) Not in derogation but in furtherance of the Bank's sole  discretion
to agree to any such  extension,  no such  extension  shall be made unless there
shall be a Letter of Credit  in an  amount  and for a term at least  coextensive
with such extension.

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Genlyte Thomas Group Nova Scotia ULC                                      Page 8
December 22, 1999

         (d) At the initial  Maturity Date provided herein and on every Maturity
Date as extended hereunder,  the entire Advance shall be due and payable in full
together with accrued  interest,  fees and any other expenses  hereunder  unless
extended;  PROVIDED, if the Bank shall agree to any such extension,  there shall
be a mandatory prepayment on the Maturity Date prior to extension, in the amount
which is the lesser of the amount set forth below for such Maturity Date and the
entire amount then outstanding and due, as a condition to any such extension:

                           Maturity Date 2000:       C$  500,000
                           Maturity Date 2001:       C$1,000,000
                           Maturity Date 2002:       C$1,500,000
                           Maturity Date 2003:       C$2,000,000
                           Maturity Date 2004:       C$5,000,000

14.      CONDITIONS PRECEDENT

         The  Bank's  obligation  to fund the  Advance is subject at the time of
such funding to the following conditions:

         (a)      The Bank shall have received:

                  (1) This Agreement and, if the Advance is requested to be made
         in U.S.  Dollars,  the  Note,  each  duly  executed  and  delivered  by
         Borrower,  and the Letter of Credit in form and substance  satisfactory
         to the Bank,  duly  executed  by an  authorized  officer  of the issuer
         thereof;

                  (2)  The   Guaranty,   duly  executed  and  delivered  by  the
         Guarantor;

                  (3)  Certified  copies of Board  resolutions  authorizing  the
         Borrower's   borrowing  hereunder  and  the  execution,   delivery  and
         performance  of this  Agreement  and the Note,  if any,  and  certified
         copies  of  Board   resolutions  of  the  Guarantor   authorizing   the
         Guarantor's Guaranty as provided herein and therein;

                  (4)  Incumbency  certificates  showing  the names,  titles and
         signatures of the Borrower's officers authorized to execute and deliver
         this  Agreement and the Note, if any, and otherwise to act with respect
         to this  Agreement  and the Note, if any, and  incumbency  certificates
         showing  the  names,  titles and  signatures  of  Guarantor's  officers
         authorized to execute and deliver the Guaranty;

                  (5)  An  opinion  of  counsel  to the  Borrower,  in form  and
         substance satisfactory to the Bank;

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Genlyte Thomas Group Nova Scotia ULC                                      Page 9
December 22, 1999

                  (6)  A  copy  of  the  Genlyte  Group  Incorporated  financial
         statements  for the latest fiscal  quarter and related  Genlyte  Thomas
         Group LLC attachments, accompanied by a compliance certificate from the
         Chief Financial Officer of Genlyte Thomas Group LLC confirming that all
         terms and conditions are in compliance with the Credit  Agreement dated
         August 30,  1998 by and among  Genlyte  Thomas  Group LLC and the Banks
         named  therein  and  Bank  of  America   National   Trust  and  Savings
         Association,  as Agent  and  Issuing  Bank  (as  amended,  modified  or
         supplemented);

                  (7)  A copy of the latest  Forms 10-Q and 10-K for The Genlyte
         Group Incorporated and Thomas Industries Inc., respectively;

                  (8)  Such other documents, instruments, opinions or assurances
         as the Bank may require; and

                  (9) Payment of the  administrative fee provided herein and all
         legal expenses  incurred by the Bank in connection with this Agreement,
         the Note,  if any,  the Letter of Credit,  the  Guaranty or any related
         matters contemplated hereby.

         (b) At the time the Borrower  requests the Advance,  upon acceptance of
the  proceeds  and after giving  effect  thereto,  there shall exist no Event of
Default (as specified below) and no condition or event that, with or without the
giving of notice or lapse of time or both, would become an Event of Default, and
all  representations  and warranties  made herein shall be true and correct with
the same effect as though made on and as of such date.

15.      REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Bank as of the date hereof,
the date on  which  the  Advance  is made,  any  date on which an  extension  is
requested hereunder and any date on which such extension is made, that:

         (a) Borrower is a corporation, duly incorporated and organized, validly
existing  and in good  standing  under  the laws of Nova  Scotia,  has  adequate
corporate  power and  authority to carry on its business,  own property,  borrow
monies and enter into agreements  therefor,  executed and deliver this Agreement
and any other document or instrument required hereunder or contemplated  hereby,
observe and perform the terms and  conditions  of this  Agreement and that it is
duly registered or qualified to carry on business in all jurisdictions where the
nature  of its  properties,  assets  or  business  makes  such  registration  or
qualification necessary or desirable.

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Genlyte Thomas Group Nova Scotia ULC                                     Page 10
December 22, 1999

         (b) The execution, delivery and performance of this Agreement have been
duly authorized by all necessary actions,  this Agreement has been duly executed
by Borrower and such execution, delivery and performance do not and will not (i)
violate  any law,  regulation  or rule by which it is bound,  (ii)  violate  any
provision of its charter  documents,  by-laws or any shareholders'  agreement to
which it is  subject,  (iii)  contravene  or result in a breach of, or a default
under,  any agreement or instrument to which it is a party or by which it or any
of its  properties  or assets  may be bound or  affected  or (iv)  result in the
creation of any encumbrance on any of its properties or assets.

         (c) Subject   to   applicable   bankruptcy,   insolvency,   moratorium,
reorganization and other similar laws affecting creditors' rights generally, and
to the equitable and statutory powers of courts to stay proceedings  before them
and to stay the  execution of  judgments,  this  Agreement  constitutes a legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms.

         (d) The most  recent  audited,  consolidated  financial  statements  of
Borrower and Genlyte  Thomas Group LLC  delivered to the Bank fairly  present in
conformity  with GAAP the  consolidated  financial  position of the Borrower and
Genlyte Thomas Group LLC as of the date thereof and the consolidated  results of
operations  and cash flows for the fiscal year  covered  thereby,  and since the
date of such financial  statements there has occurred no material adverse change
in the business or financial  condition of the Borrower or Genlyte  Thomas Group
LLC.

         (e) Borrower  is in  compliance  in  every  material  respect  with all
Applicable Laws, including, without limitation, all Environmental Laws and there
are no actions,  suits or  proceedings,  initiated  or  threatened,  against the
Borrower  and its  subsidiaries,  before any court or  administrative  agency or
otherwise  which would result in any material  adverse  effect on the  property,
assets, financial condition and business or operations of the Borrower.

         (f) No event has occurred  which  constitutes,  or which with giving of
notice,  lapse of time or other condition would  constitute,  a default having a
material  adverse effect on the financial  condition of the Borrower under or in
respect of any  agreement,  undertaking or instrument to which the Borrower is a
party or to  which  the  Borrower  or any of its  properties  or  assets  may be
subject.

         (g) All  material  authorizations,   approvals,   consents,   licenses,
exemptions,  filings,  registrations,  notarizations  and other  requirements of
governmental,  judicial and public bodies and  authorities  required to carry on
Borrower's   business   have  been  obtained  or  effected  and  will,  as  such
requirements  arise in the future,  be obtained and effected and are or will be,
respectively, in full force and effect.

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 11
December 22, 1999

         (h) All  payments  required  to be made by  Borrower  to any  taxing or
regulating  governmental  authority in respect of taxes, fees, licenses or other
payments have been paid and there are no outstanding  arrears.  Without limiting
the foregoing,  all employee  deductions  (including income taxes,  unemployment
insurance and Canada Pension Plan), sales taxes (provincial,  state or federal),
corporate  income  taxes  in  any  jurisdiction,   payroll  taxes  and  worker's
compensation are fully and currently paid.

         (i) All remittances required to be made by the Borrower to any federal,
provincial or state and municipal  governments  have been made, are currently up
to date and there are no outstanding  arrears.  Without  limiting the foregoing,
all employee  deductions  (including income taxes,  unemployment,  insurance and
Canada  Pension  Plan,  sales taxes  (provincial,  state or federal),  corporate
income taxes, payroll taxes and worker's  compensation amounts due are currently
paid and up to date.

         (j) The  Borrower  and  Genlyte  Thomas  Group  LLC have used and shall
continue to use  commercially  reasonable  practices and judgment to ensure that
the Borrower's  products,  business systems and revenue  generating systems (the
"SYSTEMS")  are "Year 2000  Compliant" as defined  below.  Upon request by Bank,
Borrower shall provide  documentation  relating to or evidencing  such Year 2000
Compliance.  The Borrower and Genlyte Thomas Group LLC have each taken, and will
continue to take as necessary, reasonable steps to ensure to the satisfaction of
each that third party suppliers, subcontractors, or Agents of either of them are
Year 2000 Compliant.  "YEAR 2000 COMPLIANT" or "YEAR 2000 COMPLIANCE"  means the
Systems will process,  calculate,  accept,  maintain, store and produce date and
time data and data dependent thereon accurately and without delay,  interruption
or error at all times from,  the date of this  Agreement  forward for so long as
this  Agreement  shall be in effect,  including  without  limitation,  for dates
before, on and after January 1, 2000, including leap year calculations, and will
function  accurately and with out interruption at all times before, on and after
January 1, 2000 (including through February 29, 2000) without any adverse change
in operations associated with the advent of the year 2000.

16.      COVENANTS

         The Borrower  agrees that,  until all obligations to the Bank hereunder
are paid in full, the Borrower will:

         (a) Pay when due all amounts owing under this Agreement.

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 12
December 22, 1999

         (b) Furnish to the Bank not later than 120 days after the close of each
of its fiscal  years,  and within 60 days of the close of each  fiscal  quarter,
copies  of  annual  audited  and  quarterly  audited,   consolidated   financial
statements  for such period and related  Genlyte  Thomas Group LLC  attachments,
prepared in accordance with generally accepted accounting  principles,  reported
on by the Borrower's  independent certified public accountants,  together with a
compliance  certificate  from the Chief  Financial  Officer  confirming that all
terms and conditions are in compliance  with this Agreement and that no even has
occurred  that is, or with the passing of time may  become,  an Event of Default
hereunder or a default under any other agreement.

         (c) Provide the Bank with any  information and financial data as it may
reasonably request from time to time.

         (d) Promptly  give  notice  to the  Borrower  of the  existence  of any
condition or the occurrence of any event or act that, with or without the giving
of notice or lapse of time, or both, would constitute an Event of Default.

         (e) In the event,  after the date hereof,  Borrower grants any security
interest,  or otherwise pledges,  assigns or transfers property or rights in any
of its assets as security to, or agrees to  covenants or pricing more  favorable
than provided herein with, any other lender or secured creditor,  grant, pledge,
assign or transfer an  interest  in such  property or rights or in property  and
rights  equivalent  in value at such time to such property and rights (up to the
U.S.  Dollar  Equivalent  Amount of the obligations of Borrower  hereunder),  or
otherwise amend this Agreement to provide for covenants or pricing,  in any case
ranking at least equal and PARI PASSU to such  interests  in favor of such other
lenders or secured creditors.

17.      EVENTS OF DEFAULT

         If any of the following events occurs:

         (a) any  principal  (including  any  prepayment)  of the  Advance,  any
interest on the Advance,  or any other amount due hereunder is not paid when due
and such failure continues for three Business Days;

         (b) the Borrower  defaults in the due  performance or observance of any
other term,  covenant or  agreement  to be performed or observed by it contained
herein and such  default,  if capable of cure,  is not cured  within 30 Business
Days after the Borrower's receipt of notice thereof;

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 13
December 22, 1999

         (c) any  representation  made herein or in any document or financial or
other statement  delivered in connection  herewith proves to have been incorrect
or  misleading  in any  material  respect as of the date at which it was made or
deemed to be made and such representation shall be material at the time it shall
have been determined to have been false or incorrect; or

         (d) any default or similar event occurs or condition  exists that would
permit and in fact causes the Bank to declare  immediately  due and payable,  or
the Borrower or the Guarantor  fails to pay at its stated  maturity,  any amount
owed to the Bank by the Borrower or the Guarantor under any other loan or credit
agreement;

         (e) the  Letter of Credit is  terminated  or the  rating of the  issuer
thereof changes unfavorably, in the Bank's opinion, or the Guaranty ceases to be
in full force and effect,  enforceable in accordance  with its terms against the
Guarantor;

         (f) Borrower  (i) has an order for relief  entered  with  respect to it
under Canadian or United States  bankruptcy  laws or any other law,  domestic or
foreign,  relating to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors as now or hereafter in effect,  (ii) makes an assignment for the benefit
of creditors,  (iii)  applies for,  seeks,  consents to, or  acquiesces  in, the
appointment of a receiver,  custodian,  trustee, examiner, liquidator or similar
official  for it or any  material  part of its  property,  (iv)  institutes  any
proceeding  seeking  an  order  for  relief  under  Canadian  or  United  States
bankruptcy  laws as now or  hereafter  in effect or seeking to  adjudicate  it a
bankrupt or insolvent,  or seeking  dissolution,  winding up,  disestablishment,
liquidation, reorganization, arrangement, adjustment or composition of it or its
debts or  suspension  of its  general  operations  under  any law,  domestic  or
foreign,  relating to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors  or fails to file an  answer  or other  pleading  denying  the  material
allegations  of any such  proceeding  filed  against  it, (v) takes any  company
action to  authorize  or effect any of the  foregoing  actions set forth in this
paragraph (e); (vi) fails to contest in good faith any appointment or proceeding
described in the  following  paragraph  (f); or (vii) does not pay, or admits in
writing its inability to pay, its debts generally as they become due;

         (g) without  application,  approval  or  consent  of  the  Borrower,  a
receiver, trustee, examiner, liquidator or similar official is appointed for the
Borrower or any material part of its property,  or a proceeding described in the
preceding  paragraph  (f)  is  be  instituted  against  the  Borrower  and  such
appointment  continues  undischarged or such proceeding  continues without being
dismissed or is unstayed for a period of 60 consecutive days; or

         (h) any court,  government or governmental  agency condemns,  seizes or
otherwise  appropriates,  or takes custody or control of, all or any substantial
portion of the property of the Borrower;

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 14
December 22, 1999

then, at any time during the existence of such event, the Bank may, by notice to
the  Borrower  or,  in the case of  events  under  paragraphs  (f),  (g) or (h),
automatically without notice, terminate the Agreement and the obligations of the
Bank hereunder and/or declare the Advance and all other amounts owing under this
Agreement  to be  immediately  due  and  payable  without  presentment,  demand,
protest, or other notice of any kind, all of which are hereby expressly waived.

18.      NOTICES

         Except as otherwise specified herein, all notices, requests, demands or
other  communications  to or upon  the  respective  parties  hereto  shall be in
writing and shall be deemed to have been duly given or made five  Business  Days
after being mailed (by registered or certified mail,  return receipt  requested)
or when delivered by hand or overnight courier or by telefax, such telefax to be
telephonically  confirmed  by the  sender,  to the party to which  such  notice,
request,  demand or other  communication is required or permitted to be given or
made under this  letter  agreement,  addressed  to such party at its  address or
telefax number set forth on Annex B attached hereto and made a part hereof or at
such other address or telefax  number as such party may  hereafter  specify by a
notice to the other party.

19.      NO WAIVER; NO ORAL MODIFICATIONS

         (a) No  failure  or delay on the part of Bank in  exercising  any right
hereunder or under the Guaranty,  and no course of dealing  between the Borrower
and the Bank, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right  hereunder  or under the  Guaranty  preclude  any other or
further  exercise  thereof  or the  exercise  of any other  right  hereunder  or
thereunder.  The rights and  remedies  herein  provided are  cumulative  and not
exclusive of any rights or remedies that the Bank would otherwise have.

         (b) This  Agreement  may  not  be  amended,  supplemented,   waived  or
otherwise modified orally.

20.      BINDING EFFECT

         (a) This  Agreement  shall be binding  upon and inure to the benefit of
the  parties  hereto and their  respective  successors  and  assigns;  PROVIDED,
HOWEVER,  that the  Borrower  may not  assign or  transfer  any of its rights or
obligations hereunder without the prior written consent of the Bank.

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 15
December 22, 1999

         (b) Bank may sell, assign, transfer,  negotiate or otherwise dispose of
its rights  hereunder (a) with the prior written consent of the Borrower,  which
consent shall not be unreasonably  withheld or delayed,  to a Canadian financial
institution,  or (b) without any such  consent,  to a Canadian  affiliate of the
Bank;  PROVIDED,  the  consent  of the  Borrower  under  clause (i) shall not be
required if an Event of Default shall have occurred and be continuing.

21.      EXPENSES

         The Borrower shall pay on demand all out-of-pocket  expenses (including
fees and  disbursements  of counsel)  reasonably  incurred by Bank in connection
with the preparation of this Agreement,  the Letter of Credit, the Guaranty, any
promissory  note made  hereunder  or any other  document,  instrument  or action
arising hereunder or contemplated  hereby,  and the preservation and enforcement
of Bank's rights hereunder.

22.      CURRENCY

         The Currency in which the Advance is funded,  whether  Cdn.  Dollars or
U.S.  Dollars is of the essence.  The obligations of Borrower  hereunder  shall,
notwithstanding  any payment in any currency  other than the  Currency  (whether
pursuant to judgment or award or otherwise), be discharged only to the extent of
the amount of the Currency that the Bank may, in accordance  with normal banking
procedures,  purchase and receive with the sum paid in such different  currency,
including  without  limitation,  the Other  Currency  (including any premium and
costs of exchange) on the Business Day  immediately  following  the day on which
the Bank receives such payment in such  different  currency.  If the  conversion
rate  actually  applied  differs  from the rate of exchange  prevailing  on such
Business Day and, as a result,  the amount of the  Currency so  purchased  falls
short of the amount  originally due in the Currency,  the Borrower agrees to pay
such additional amount in the Currency as may be necessary to indemnify the Bank
against such shortfall  (and if the amount of the Currency so purchased  exceeds
the amount  originally  due, the excess shall be refunded to the Borrower).  Any
obligation  not  discharged  by such  payment  shall  be due as a  separate  and
independent  obligation and, until discharged as provided in this Section, shall
continue in full force and effect.  No such obligation  shall be affected by any
judgment being obtained for any amount due under or in respect of this Agreement
or by any time or indulgence granted to the Borrower from time to time.

23.      GOVERNING LAW

         This  Agreement  shall be governed by and construed in accordance  with
the law of the State of New York.

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 16
December 22, 1999

24.      SUBMISSION TO JURISDICTION.

         FOR  PURPOSES  OF  ANY  SUIT,  ACTION  OR  PROCEEDING   INVOLVING  THIS
AGREEMENT,  ANY NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT  CONTEMPLATED HEREBY OR
REQUIRED HEREUNDER OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT OF SUCH SUIT,
ACTION OR  PROCEEDING,  THE  BORROWER  EXPRESSLY  SUBMITS  TO THE  NON-EXCLUSIVE
JURISDICTION  OF ANY STATE OR U.S.  FEDERAL  COURT  SITTING  IN THE  BOROUGH  OF
MANHATTAN  IN THE CITY OF NEW YORK AND AGREES  THAT ANY ORDER,  PROCESS OR OTHER
PAPER  MAY  BE  SERVED  UPON  THE  BORROWER   WITHIN  OR  WITHOUT  SUCH  COURT'S
JURISDICTION  BY MAILING A COPY TO THE  BORROWER AT THE  BORROWER'S  ADDRESS FOR
NOTICES  PROVIDED  IN  THIS  AGREEMENT,  PROVIDED  THAT A  REASONABLE  TIME  FOR
APPEARANCE IS ALLOWED.  THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW
OR  HEREAFTER  HAVE TO THE  LAYING  OF VENUE OF ANY SUIT,  ACTION OF  PROCEEDING
ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR ANY OTHER  CREDIT  DOCUMENT
BROUGHT IN ANY SUCH COURT AND FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH  COURT HAS BEEN  BROUGHT IN AN
INCONVENIENT  FORUM.  NOTHING  CONTAINED  IN THIS  AGREEMENT OR ANY OTHER CREDIT
DOCUMENT  SHALL  AFFECT THE  BANK'S  RIGHT TO SERVE  LEGAL  PROCESS IN ANY OTHER
MANNER  PERMITTED  BY LAW OR TO BRING  ANY  ACTION  OR  PROCEEDING  AGAINST  THE
BORROWER OR THE BORROWER'S PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

25.      WAIVER OF JURY TRIAL.

         THE  BORROWER   AND  THE  BANK  HEREBY   KNOWINGLY,   VOLUNTARILY   AND
INTENTIONALLY  WAIVE  ANY  RIGHT  TO TRIAL  BY JURY IN ANY  JUDICIAL  PROCEEDING
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,  RELATED TO OR CONNECTED  WITH
ANY CREDIT DOCUMENT OR THE  RELATIONSHIP  ESTABLISHED  THEREUNDER AND AGREE THAT
ANY SUCH PROCEEDING SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

<PAGE>

Genlyte Thomas Group Nova Scotia ULC                                     Page 17
December 22, 1999

26.      SEVERABILITY

         If  any  provision  of  this  Agreement  is or  becomes  prohibited  or
unenforceable in any jurisdiction,  such prohibition or  unenforceability  shall
not  invalidate or render  unenforceable  the  provision  concerned in any other
jurisdiction  nor invalidate,  affect or impair any of the remaining  provisions
hereof.

27.      WHOLE AGREEMENT

         This Agreement and any agreements  delivered pursuant to or referred to
in this Agreement  constitute the whole and entire agreement between the parties
in respect hereof.

         If you  agree to all of the  terms and  conditions  set  forth  herein,
please  accept and agree by signing in the place  provided  below and return one
original to the attention of the undersigned.  This offer is open for acceptance
until the  conclusion  of two weeks from the date hereof and if not  accepted by
the  execution  and  delivery  hereof by such date,  shall expire as of close of
business on such date.

                                               Yours truly,

                                               ROYAL BANK OF CANADA



                                               By
                                                   Name: N.G. Millar
                                                   Title: Senior Manager

Accepted and agreed, this 22nd day of December   , 1999:
                          ----        -----------

GENLYTE THOMAS GROUP
NOVA SCOTIA ULC


By   W.G. FERKO
     ---------------------------
         Name:  William G. Ferko
         Title:  Vice President

By   T.L. LANGE
     ---------------------------
         Name:  Terry  Lange
         Title:  Treasurer

<PAGE>


                                                                         Annex A

                                   DEFINITIONS

"APPLICABLE  LAW" means,  in respect of any  Person,  property,  transaction  or
event, all present or future applicable laws, statutes,  regulations,  treaties,
judgments  and  decrees  and  (whether  or not  having  the  force  of law)  all
applicable official directives,  rules, guidelines,  orders, by-laws, approvals,
permits,  consents and policies of any  governmental or regulatory  body,  stock
exchange or securities commission having jurisdiction.

"BUSINESS DAY" means a day, excluding  Saturday,  Sunday and any other day which
shall be in The City of New York or in The City of Toronto a legal  holiday or a
day on which  banking  institutions  are closed and means,  with  respect to the
Libor  Advance,  a  Business  Day which is also a day on which  dealings  in the
applicable currency, U.S. or Canadian, as the case may be by and between leading
banks in the London interbank market may be conducted.

"CANADIAN  DOLLARS"  and the symbols  "CDN$" and "$" each means  lawful money of
Canada.

"CANADIAN LIBOR" means, with respect to each Libor Interest Period applicable to
the Advance in Canadian  Dollars,  the annual rate of interest (rounded upwards,
if  necessary,  to the nearest  whole  multiple of one  sixteenth of one percent
(1/16th%)),  at which the Bank, in accordance with its normal practice, would be
prepared to offer to leading banks in the London interbank market (or such other
interbank market as Bank shall deem  appropriate  under the  circumstances)  for
delivery on the first day of such Libor  Interest  Period and for a period equal
to  such  Libor  Interest  Period,  deposits  in  Canadian  Dollars  of  amounts
comparable to such Libor Advance to be  outstanding  during such Libor  Interest
Period,  at or about 10:00 a.m.  (Toronto  time) on the  Interest  Determination
Date.

"CONTAMINANT" includes, without limitation, any pollutant,  dangerous substance,
liquid waste,  industrial  waste,  hazardous  material,  hazardous  substance or
contaminant including any of the foregoing as defined in any Environmental Law.

"ENVIRONMENTAL  ACTIVITY" means any past,  present or future activity,  event or
circumstance in respect of a Contaminant,  including,  without  limitation,  its
storage,  use,  holding,   collection,   purchase,   accumulation,   assessment,
generation,  manufacture,  construction,  processing, treatment,  stabilization,
disposition,  handling or  transportation,  or its  Release,  escape,  leaching,
dispersal  or migration  into the natural  environment,  including  the movement
through or in the air, soil, surface water or groundwater.

"ENVIRONMENTAL  LAW"  means  any  and  all  applicable  international,  federal,
provincial,  state,  municipal or local laws, statutes,  regulations,  treaties,
orders,  judgments,   decrees,   ordinances  and  official  directives  and  all
authorizations  relating to the environment,  occupational  health and safety or
any Environmental Activity.

<PAGE>


                                                                             A-2

"EQUIVALENT  AMOUNT"  means,  with  respect to any amount of the Currency or the
Other Currency, the amount of, respectively,  the Other Currency or the Currency
required to purchase that amount of the first  currency  through the Bank at the
Bank's  noon spot rate in either  New York City or  Toronto  as  applicable,  in
accordance with normal banking procedures.

"GAAP" means  generally  accepted  accounting  principles in effect from time to
time in Canada applied in a consistent manner from period to period.

"INTEREST  DETERMINATION DATE" means, with respect to a Libor Advance,  the date
which is 2  Business  Days prior to the first day of the Libor  Interest  Period
applicable to such Libor Advance.

"INDEBTEDNESS"  means,  (a)  indebtedness for borrowed money or for the deferred
purchase  price  of  goods  or  services  (including  trade  obligations),   (b)
obligations  under leases which are or should be reported,  in  accordance  with
generally  accepted  accounting  principles,  as capital leases, (c) obligations
under  letters of credit or  guarantee,  whether  issued for the  benefit of the
Borrower  or another or others,  (d)  obligations  arising  pursuant to bankers'
acceptance facilities, and (e) obligations under guarantees, endorsements (other
than for  collection  or deposit in the ordinary  course of business)  and other
obligations to purchase, provide funds for payment, provide funds for investment
in  or  otherwise   provide   financial   assistance  to  any  other  party  but
"INDEBTEDNESS" does not include deferred taxes.

"LIBOR" means, as applicable, Canadian Libor or U.S. Libor.

"LIBOR INTEREST DATE" means, with respect to the Libor Advance,  the last day of
each Libor Interest Period and, if the Borrower  selects a Libor Interest Period
longer than 3 months,  the Libor Interest Date shall be the date falling every 3
months after the beginning of such Libor Interest Period as well as the last day
of such Libor Interest Period.

"LIBOR INTEREST  PERIOD" means,  with respect to any Libor Advance,  a period of
one, two, three or six months as selected by Borrower,  subject to availability,
commencing  with the date on which such Libor Advance is made or converted  from
the Prime  Advance,  or the last day of the  immediately  prior  Libor  Interest
Period.

"PERSON"  means  any  individual,  firm,  partnership,   company,   corporation,
government, governmental body or agency, instrumentality and unincorporated body
of persons or association.

"RELEASE" includes discharge, spray, inject, inoculate, abandon, deposit, spill,
leak, seep, pour, emit, empty, throw, dump, place and exhaust,  and when used as
a noun has a similar meaning.

<PAGE>


                                                                             A-3

"RBP" and "ROYAL BANK PRIME" each means,  with  respect to the Prime  Advance in
Canadian Dollars, the annual rate of interest announced by the Bank from time to
time as being a reference rate then in effect for determining  interest rates on
Canadian Dollar commercial loans made in Canada.

"RBUSBR"  and "ROYAL  BANK US BASE RATE" each means,  with  respect to the Prime
Advance in U.S. Dollars,  the annual rate of interest  determined by the Bank in
New York City from time to time as its prime rate then in effect for determining
interest rates on US Dollar commercial loans.

"US  DOLLARS,"  "U.S.  DOLLARS"  and "US$" each means lawful money of the United
States of America in immediately available funds.

"U.S. LIBOR" means, with respect to each Libor Interest Period applicable to the
Advance in U.S.  Dollars,  the annual  rate of  interest  (rounded  upwards,  if
necessary,  to the  nearest  whole  multiple  of one  sixteenth  of one  percent
(1/16th%)),  at which the Bank, in accordance with its normal practice, would be
prepared to offer to leading banks in the London  interbank  market for delivery
on the first day of such Libor  Interest  Period and for a period  equal to such
Libor  Interest  Period,  deposits in US Dollars of amounts  comparable  to such
Libor Advance to be outstanding  during such Libor Interest Period,  at or about
10:00 a.m. (New York City time) on the Interest Determination Date.

<PAGE>

                                                                         ANNEX B

                             ADMINISTRATIVE DETAILS

PAYMENTS TO BANK:    For U.S. Dollar payments:

                     Royal Bank of Canada

                     Grand Cayman (North America No. 1) Branch
                     c/o New York Branch
                     Attention:  Loans Administration
                     The Chase Manhattan Bank, New York

                     ABA # 021000021

                     Account of Royal Bank of Canada, New York

                     Account No.:  920-1-033363 for further credit to account
                     no. 218-599-9 (loans), Ref: Genlyte Thomas Group

                     For Canadian Dollar payments: as Bank shall advise Borrower
                     in writing prior to any such payment.


BORROWER'S ADDRESS
FOR NOTICES:         Genlyte Thomas Group Nova Scotia ULC
                     4360 Brownsboro Road, Suite 300
                     P.O. Box 35120
                     Louisville, KY 40232
                     Attention: Mr. Terry Lange
                     Telephone No.:
                     Facsimile No.:

BANK'S ADDRESS

FOR NOTICES:         Royal Bank of Canada

                     Grand Cayman (North America No.1) Branch
                     c/o New York Branch
                     One Liberty Plaza, 4th Floor
                     New York, New York  10006-1404
                     Attention: Linda Joannou
                     Telephone No.: (212) 428-6212
                     Facsimile No.:  (212) 428-2372
              with a copy to:  Royal Bank of Canada
                     One Liberty Plaza, 4th Floor
                     New York, New York  10006-1404
                     Attention: Mr. N. G. Millar, Senior Manager
                     Telefax No.:  (212) 428-6363
                     Telephone No.:  (212) 809-7148

<PAGE>


                                                                      Schedule A

NOTICE REQUIREMENTS FOR DRAWDOWN,
 CONVERSIONS OR CONTINUATIONS

THE PRIME ADVANCE

Borrower shall request the Prime Advance or conversion to Prime Advance by 10:00
AM (Toronto or New York City time,  as applicable to the Currency) on the day of
the Advance, conversion or continuation.

THE LIBOR ADVANCE

Borrower shall request the Libor Advance by 10:00 a.m. (Toronto or New York City
time, as applicable to the Currency) on the Interest Determination Date.

LIBOR ADVANCE CONDITIONS

The Borrower  may borrow by way of the Libor  Advance  subject to the  following
further conditions:

(a)  The Borrower may select the Libor Interest  Period  applicable to the Libor
     Advance and shall notify the Bank of such Libor Interest Period when giving
     notice pursuant to Schedule "A".

(b)  The  Borrower  shall pay  interest on the Libor  Advance in the Currency on
     each Libor Interest Date,  calculated in arrears. Such interest will accrue
     daily on the basis of the actual  number of days  elapsed and a year of 360
     days.