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December 13, 1999

GENLYTE THOMAS GROUP NOVA SCOTIA ULC
4360 Brownsboro road, suite 300
P.O. Box 35120
Louisville, Kentucky, 40232

ATTENTION: MR. TERRY LANGE

                               FINANCING AGREEMENT

Dear Terry,

We are pleased to offer the Borrower Genlyte Thomas Group Nova Scotia ULC, the
following credit facility, subject to the terms and conditions outlined below:

BORROWER:                      GENLYTE THOMAS GROUP NOVA SCOTIA,

                               UNLIMITED LIABILITY COMPANY.
                               (referred to herein as the "Borrower")

LENDER:                        The Toronto-Dominion Bank, through its Houston
                               Agency, 909 Fannin, suite 1700, Houston, Texas,
                               U.S.A., 77010 (the "Bank")

TYPE OF CREDIT
AND AMOUNT:

                           1)  364 days, Committed non-revolving facility for up
                               to C$10,000,000.

                               Available at the Borrower's option by way of:

                               Prime Rate Based Loans in C$ ("Prime Based
                               Loans"); New York Prime Rate Based Loans in US$
                               ("NY Prime Based Loans"); London Interbank
                               Offered Rate Loans in C$ and/or US$ ("LIBOR").
                               Libor: Terms between 30 and 180 days;


                               (the "Facility")


PURPOSE:                   1)  To provide funds to repay 33.3% of the Bridge
                               Loan used for the acquisition of the assets
                               (including goodwill) of Ledalite Architectural
                               Products Inc.


AVAILABILITY:              1)  The facility shall be drawn on a Business day, no
                               later than December 31st, 1999 (the "Maturity
                               date"), unless otherwise extended at the sole
                               discretion of the Bank, as herein provided.
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REPAYMENT:                     Principal shall be repayable on the Maturity
                               Date.

MATURITY DATE
AND EXTENSION:             a)  Upon written notice from the Borrower to Bank,
                               received no earlier than 60 days and no later
                               than 30 days prior to the Maturity Date, the
                               Borrower may request an extension of the facility
                               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 the Bank may
                               require.

                           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 December 17th, 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.

                           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 last day of 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


PREPAYMENT                     Any portion of the loan which bears interest
                               based on floating rate may be prepaid 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

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                               result of any prepayment. Any portion of the
                               advance prepaid may not to 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.

INTEREST RATES
AND FEES

                           1)  PRIME / NY PRIME SPREAD:          0 bp
                               LIBOR SPREAD:                     50 bp per annum


                               NY Prime Rate means the rate of interest per
                               annum (based on a 365/366 day year) established
                               by the Bank from time to time as the reference
                               rate of interest for the determination of
                               interest rates that the Bank charges to customers
                               of varying degrees of creditworthiness for US
                               dollar loans made by it in Canada.

                               Prime Rate means the rate of interest per annum
                               (based on a 365/366 day year) established and
                               reported by the Bank to the Bank of Canada from
                               time to time as the reference rate of interest
                               for determination of interest rates that the Bank
                               charges to customers of varying degrees of
                               creditworthiness in Canada for Canadian dollar
                               loans made by it in Canada.

                               LIBOR means the rate of interest per annum (based
                               on a 360 day year) as determined by the Bank
                               (rounded upwards, if necessary to the nearest
                               whole multiple of 1/16th of 1%) at which the Bank
                               may make available United States dollars which
                               are obtained by the Bank in the Interbank Euro
                               Currency Market, London, England at approximately
                               11:00 a.m. (Toronto time) on the second business
                               day before the first day of, and in an amount
                               similar to, and for the period similar to the
                               interest period of, such advance.

                               Any interest rate based on a period less than a
                               year expressed as an annual rate for the purposes
                               of the Interest Act (Canada) is equivalent to
                               such determined rate multiplied by the actual
                               number of days in the calendar year in which the
                               same is to be ascertained and divided by the
                               number of days in the period upon which it was
                               based.

INTEREST
CALCULATION
AND PAYMENT                    Interest on Prime Based Loans and NY Prime Based
                               Loans is calculated daily and payable monthly in
                               arrears based on the number of days which the
                               loan is outstanding.

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                               Interest on LIBOR Loans is calculated and payable
                               on the earlier of contract maturity or quarterly
                               in arrears, for the number of days in the LIBOR
                               interest period.

                               Interest is payable both before and after demand,
                               default and judgment.

DRAWDOWN:                  1)  As required upon satisfaction of conditions
                               precedent, but no later than December 31st, 1999.


                               PRIME RATE BASED LOANS AND/OR NEW YORK PRIME RATE
                               BASED LOANS

                               The minimum amount of drawdown by way of Prime
                               Based Loans and/or NY Prime Based loans is
                               $500,000.

                               LIBOR

                               The Borrower shall advise the Bank of the
                               requested LIBOR contract maturity or interest
                               period. The Bank shall have the discretion to
                               restrict the LIBOR contract maturity.

                               The minimum amount of a drawdown by way of a
                               LIBOR loan is $1,000,000, and shall be in
                               multiples of $500,000 thereafter.

                               The Borrower will provide the Bank with 3
                               business days notice of a requested LIBOR Loan.

                               The Borrower shall give the Bank in the case of
                               LIBOR advances at least 3 business days
                               irrevocable prior written notice in the form of a
                               Request for advance; or telephonic notice
                               immediately followed by a Request for advance;
                               provided, however, that the Borrower's failure to
                               confirm any telephonic notice with a Request for
                               advance shall not invalidate any notice so given.

TAXATION
ON PAYMENTS                    All payments made by the Borrower to the Bank
                               will be made free and clear of all present and
                               future taxes (excluding the Bank's income taxes),
                               withholdings or deductions of whatever nature. If
                               these taxes, withholdings or deductions are
                               required by applicable law 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
                               any such taxes, withholding or deduction.

SECURITY                       The following security shall be provided prior to
                               first drawdown, and shall be acceptable to the
                               Bank and its legal counsel:

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                               Irrevocable and Unconditional Standby Letter of
                               Credit in favor of the Bank as the beneficiary
                               thereof for an amount of C$10,000,000 or its US$
                               equivalent, issued by a recognized financial
                               institution satisfactory to the Bank in its sole
                               discretion. The letter of Credit shall bear an
                               initial term of no less than 364 days.

                               If the Letter of Credit is issued in US dollars,
                               to the extent, if any that at any time the Letter
                               of Credit value is less than the equivalent
                               amount of the facility due to fluctuations in the
                               exchange rate by which such equivalence is
                               determined (a "deficiency"), then upon demand by
                               Bank:

                               (1)  Borrower shall immediately prepay the amount
                                    of the deficiency, or

                               (2)  deposit the amount of the deficiency with
                                    the Bank and grant it a security interest in
                                    the cash collateral, or

                               (3)  immediately increase the amount of the
                                    outstanding Letter of Credit, sufficient
                                    enough to satisfy the Bank.

                               To ensure that there is appropriate coverage in
                               favor of the Bank in the event of an adverse
                               currency fluctuation between the US$ and CDN$,
                               Genlyte Thomas Group LLC shall upon issuance of
                               the LC, provide to the Bank a written undertaking
                               to pay to the Bank on the date the Bank demands
                               payment from the financial institution which
                               issued the letter of credit, a sum equal to the
                               difference, if any, between the proceeds received
                               from the financial institution which issued the
                               letter of credit and the then outstanding
                               indebtedness owing by the Borrower to the Bank as
                               expressed in CDN$. This undertaking shall remain
                               in full force and effect so long as there exists
                               any outstanding indebtedness owing to the Bank by
                               the Borrower.

                               (All of the above security shall be referred to
                               collectively in this agreement as "Bank
                               Security").

CONDITIONS
PRECEDENT                      The obligation of the Bank to make and keep on
                               its books any loan hereunder is subject to the
                               following conditions precedent:

                         a)    The Bank shall have received the following
                               documents which shall be in form and substance
                               satisfactory to the Bank and its legal counsel:

                                  i)    Copy of this Financing Agreement and the
                                        note, if any, each duly executed and
                                        delivered by the Borrower, with the
                                        Letter of Credit attached in form and
                                        substance satisfactory to the Bank and
                                        duly executed by an authorized officer
                                        of the issuer thereof;

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                                 ii)    Certified copies of the Board
                                        resolutions authorizing the Borrower's
                                        borrowing hereunder and the execution,
                                        delivery and performance of this
                                        Financing Agreement and the note, if
                                        any;

                                iii)    Incumbency certificates showing the
                                        names, titles and signatures of the
                                        Borrower's officers authorized to
                                        execute and deliver this Financing
                                        Agreement and the note, if any, and
                                        otherwise to act with respect to this
                                        Financing Agreement and the note, if
                                        any;

                                 iv)    A copy of The Genlyte Group Incorporated
                                        September 30th, 1999 quarterly financial
                                        statements, and related Genlyte Thomas
                                        Group LLC attachments, accompanied by a
                                        compliance certificate from the Chief
                                        Financial Officer of Genlyte Thomas
                                        Group LLC confirming that they are in
                                        compliance with the Credit Agreement
                                        dated August 30th, 1998 among Genlyte
                                        Thomas Group LLC and its Banking
                                        syndicate;

                                  v)    A copy of the last Form 10-Q and 10-K
                                        for The Genlyte Group Incorporated and
                                        Thomas Industries Inc, respectively;

                                 vi)    All of the Bank Security (including the
                                        guarantee of Genlyte Thomas Group LLC)
                                        and supporting resolutions and
                                        solicitors letter of opinion required
                                        hereunder;

                               vii)     Any other documents deemed necessary by
                                        the bank and its legal counsel;

                         b)    The Borrower has paid the Arrangement fees,
                               Administration fees and all legal expenses
                               incurred by the Bank in connection with this
                               Financing and/or the Bank Security.

                         c)    No Event of Default have occurred.

REPRESENTATIONS
AND WARRANTIES           The Borrower hereby represents and warrants, which
                         representations and warranties shall be deemed to be
                         continually repeated so long as any amounts remain
                         outstanding and unpaid under this agreement or so long
                         as the commitment under this Agreement remains in
                         effect, that:

                         a)    The Borrower is a corporation duly incorporated
                               and organized, validly existing and in good
                               standing under the laws of Nova Scotia and has
                               adequate corporate power and authority to carry
                               on its business, own property, borrow monies and
                               enter into agreements therefor, execute and
                               deliver the documents required hereunder, and
                               observe and perform the terms and provisions of
                               this agreement.

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                         b)    There are no laws, statutes or regulations
                               applicable to or binding upon the Borrower and no
                               provisions in its Articles or in any by-laws,
                               resolutions, contracts, agreements, or
                               arrangements which would contravene, breach,
                               default or violate the execution, delivery,
                               performance, observance, of any terms of this
                               Agreement.

                         c)    No Event of Default has occurred nor has any
                               event occurred which, in time, would constitute
                               an Event of Default under this Agreement or which
                               would constitute a default under any other
                               agreement.

                         d)    There are no actions, suits or proceedings,
                               including appeals or applications for review, or
                               any knowledge of pending actions etc., against
                               the Borrower and its subsidiaries, before any
                               court or administrative agency which would result
                               in any material adverse change in the property,
                               assets, financial conditions, and business or
                               operations of the Borrower.

                         e)    All material authorizations, approvals, consents,
                               licenses, exemptions, filings, registrations,
                               notarizations and other requirements of
                               governmental, judicial and public bodies and
                               authorities required reasonably necessary to
                               carry on its business have been or will be
                               obtained or effected and are or will be in full
                               force and effect.

                         f)    The financial statements delivered to the Bank
                               fairly present the present financial position of
                               the Borrower and Genlyte Thomas Group LLC, and
                               have been prepared by their auditors in
                               accordance with Generally Accepted Accounting
                               Principles.

                         g)    All the remittances required to be made by the
                               Borrower to the federal, provincial 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
                               (both provincial and federal), corporate income
                               taxes, payroll taxes and workmen's compensation
                               dues are currently paid and up to date.

POSITIVE
COVENANTS                As long as any loans or commitment of the Bank remain
                         outstanding, the Borrower will:

                         a)    Cause to be paid all amounts, interest and fees
                               on the dates, times and place specified herein or
                               under any other agreement between the Bank and
                               the Borrower.
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                         b)    Cause The Genlyte Group Incorporated to provide
                               quarterly audited consolidated financial
                               statements and annual audited consolidated
                               financial statements within 60 and 120 days of
                               each respective period and related Genlyte Thomas
                               Group LLC attachments, accompanied by a
                               compliance certificate from the Chief Financial
                               Officer confirming that all terms and conditions
                               are in compliance with this Agreement and that no
                               event has occurred that is, or with the passing
                               of time may become, an Event of Default under
                               this Agreement or a default under any other
                               agreement.

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

                         d)    The Borrower agrees that in the event it provides
                               any security interest, assignment or other
                               interest in any of its assets or more favorable
                               covenants and/or pricing to any other secured
                               party or secured lender, that it shall provide
                               equal ranking and equal value security over such
                               assets and covenants and/or pricing to the Bank.

EVENTS OF
DEFAULT                  The Bank has the right to accelerate the payment of
                         principal and accrued interest under the facility, and
                         to cancel any undrawn portion of the facility
                         hereunder, at any time after the occurrence of any one
                         of the following Events of Default:

                         a)    The failure of the Borrower to provide to the
                               Bank the irrevocable and unconditional standby
                               letter of credit as referred to under the heading
                               "Security".

                         b)    Nonpayment of principal when due or nonpayment of
                               interest or fees within 3 business days of when
                               due or when demanded.

                         c)    The failure of the Borrower and/or Genlyte Thomas
                               Group LLC to fulfill any of the terms and
                               conditions contained in this agreement or any
                               security document(s) or any other agreement with
                               the Bank and such default continues unremedied
                               for five (5) business days after the occurrence.

                         d)    The Borrower or Genlyte Thomas Group LLC become
                               insolvent or bankrupt.

                         e)    Any representation or warranty is inaccurate in
                               any material respect.

                         f)    The Borrower (i) has an order for relief entered
                               with respect to it under Canadian or United
                               States bankruptcy laws or any other law, domestic

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                               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 suspension of
                               its general operations under the 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 any of the proceeding described
                               above is to be instituted against the Borrower
                               and such appointment continues undischarged or
                               such proceeding continues undismissed or 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;

                               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 paragraph (f),
                               (g) or (h), automatically without notice,
                               terminate the Facility and/or declare the advance
                               and all other amount 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.

NON-WAIVER                 Should there be a breach of or non-compliance with
                           any term or condition hereof, or should an Event of
                           Default occur, the Bank may at its option exercise
                           any rights or remedies it may have hereunder or which
                           may be available to it and the failure of the Bank to
                           exercise any such rights or remedies shall not be
                           deemed to be a waiver of such term or condition and
                           will not prevent the Bank from exercising such rights
                           and remedies pursuant to that default or subsequent
                           defaults at any later time.

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REPRESENTATIONS            No representation or warranty or other statement made
                           by the Bank concerning the credit shall be binding on
                           the Bank unless made by it in writing as a specific
                           amendment to this letter.


ADDED COST                 If the introduction of or any change in any present
                           or future law, regulation, treaty, official or
                           unofficial directive, or regulatory requirement,
                           (whether or not having the force of law) or in the
                           interpretation or application thereof, relates to:

                         i)    the imposition or exemption of payments due to
                               the Bank or on reserves or deemed reserves in
                               respect of the undrawn portion of any loan made
                               available hereunder; or,

                        ii)    any reserve, special deposit, regulatory or
                               similar requirement against assets, deposits, or
                               loans or other acquisition of funds for loans by
                               the Bank; or,

                       iii)    the amount of capital required or expected to be
                               maintained by the Bank as a result of the
                               existence of the advances or the commitment made
                               hereunder;

                           and the result of such occurrence is, in the sole
                           determination of the Bank, to increase the cost of
                           the Bank or to reduce the income received by the Bank
                           hereunder, the Borrower shall, on demand by the Bank,
                           pay to the Bank that amount which the Bank estimates
                           will compensate it for such additional cost or
                           reduction in income and the Bank's estimate shall be
                           conclusive, absent manifest error.

YEAR 2000
REPRESENTATION

                       1)  The Borrower and Genlyte Thomas Group LLC shall use
                           commercially reasonable efforts to ensure that the
                           borrower's products, business systems and revenue
                           generating systems (the "Systems") are Year 2000
                           compliant (as defined below) as soon as reasonably
                           practicable. Upon reasonable request by the Bank,
                           Borrower shall provide documentation relating to or
                           evidencing such Year 2000 Compliance.

                       2)  The Borrower and Genlyte Thomas Group LLC shall test
                           the Systems for Year 2000 Compliance and shall
                           provide the Bank with the opportunity to review test
                           results at such date or dates to be mutually agreed
                           by the Bank and Borrower.

                       3)  The Borrower and Genlyte Thomas Group LLC has taken
                           the reasonable steps to ensure to its satisfaction
                           that third party suppliers, subcontractors, agents of
                           Borrower are Year 2000 Compliant.
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                           "Year 2000 Compliant" or "Year 2000 Compliance" means
                           the Systems will:

                       a)  process, calculate, accept, maintain, store and
                           output date and time data accurately and without
                           delay, interruption or error at all times from, into
                           and between the Twentieth and twenty-first centuries
                           and in particular during the years 1999 and 2000,
                           including the leap year calculations; and

                       b)  function accurately and without interruption at all
                           times before, on and after January 1, 2000 (including
                           through February 29, 2000) without any change in
                           operations associated with the advent of 1999 or the
                           twenty-first century.

EXPENSES                   The Borrower shall pay all reasonable fees (including
                           but not limited to all legal and documentation fees)
                           and expenses incurred by the Bank or the Borrower in
                           connection with the preparation and registration of
                           this Agreement and Bank Security and with the
                           enforcement of the Bank's rights under this Agreement
                           or the Bank Security, whether or not any amounts are
                           advanced under the Agreement. These fees and expenses
                           shall include, but not be limited, to all outside
                           counsel expenses and all in-house legal expenses, if
                           in-house counsel are used.

                           The Borrower shall pay interest on unpaid amounts due
                           pursuant to this paragraph at the Prime Rate plus 2%
                           per annum.

ARRANGEMENT FEE            Upon initial drawdown, the Borrower will pay prior to
                           any drawdown a non-refundable arrangement fee of
                           $35,000 (35 basis points).

ADMINISTRATION
FEE                        Upon initial drawdown, the Borrower will pay an
                           administration fee of $25,000.

ANNUAL REVIEW
FEE                        For the next year and thereafter, the Borrower will
                           pay an annual review fee of $10,000 for the Bank to
                           consider the Borrower's request for an extension of
                           the Maturity Date. Should the review involve any
                           material change in the general terms and conditions
                           of the loan, then this fee could be renegotiated.

INDEMNITY                  The Borrower shall indemnify and hold harmless the
                           Bank for all costs, expenses and liabilities in
                           connection with this credit including the prepayment
                           of any LIBOR loan prior to the last day of the
                           interest period applicable to such LIBOR loan.

EVIDENCE OF
INDEBTEDNESS               The Bank shall record on its records the amount of
                           all loans made hereunder, payments made in respect
                           thereto, and all other amounts becoming due to the
                           Bank under this Agreement. The Bank's records

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                           constitute, in the absence of manifest error,
                           conclusive evidence of the indebtedness of the
                           Borrower to the Bank pursuant to this Agreement.

PROMISSORY NOTE            The Bank may request that loan made by it be
                           evidenced by a promissory note. In such event, the
                           Borrower shall prepare, execute and deliver to the
                           Bank a promissory note payable to the order of the
                           Bank (or, if requested by the Bank, to its assigns)
                           and in a form approved by the Bank.

OTHER AGREEMENTS           The Borrower acknowledges that it will sign other
                           Bank documents relating to the credit facility made
                           available hereunder, including without limitation,
                           the commercial term loan note, and that the terms and
                           conditions contained in such other documents shall be
                           deemed to be incorporated herein by reference and
                           shall also apply to the credit facility.

ASSIGNMENT                 The Bank may assign or grant participation in all or
                           part of this Agreement or in any loan made hereunder
                           to any Canadian financial institution with the
                           Borrower's prior consent, which shall not be withheld
                           unreasonably.

                           The Borrower may not assign or transfer all or any
                           part of its rights or obligations under this
                           Agreement.

LANGUAGE
PREFERENCE                 This Agreement has been drawn up in the English
                           language at the request of all parties. (Cet acte a
                           ete redige en langue anglaise a la demande de toutes
                           les parties).

SUBMISSION TO
JURISDICTION               For purposes of any suit, action or proceeding
                           involving this Financing 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 Financing 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 or proceeding arising out of or relating to
                           this Financing 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.

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                           Nothing contained in this Financing Agreement or any
                           other document shall affect the Bank's right to serve
                           legal process in any other manner permitted by law to
                           bring any action or proceeding against the Borrower
                           or the Borrower's property in the courts of other
                           jurisdictions.

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.

SEVERABILITY               If any provision of this Financing 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.

We trust you will find this facility helpful in meeting your ongoing financing
requirements. We ask that if you wish to accept this offer of financing please
do so by signing and returning the attached duplicate copy of this letter to the
undersigned. This offer will expire if not accepted in writing and received by
the Bank on or before December 20th, 1999.

Yours truly,




Sylvie Demers                                   Normand Belcourt
Relationship Manager                            Manager, Commercial Credit




TD New York Branch

<PAGE>

14

TO THE TORONTO-DOMINION BANK:



Genlyte Thomas Group Nova Scotia ULC hereby accepts the foregoing offer this
22nd day of December  , 1999.
----        --------

       Genlyte Thomas Group Nova Scotia ULC

Per:   Terry L. Lange - Treasurer
       --------------------------


Per:   William G. Ferko - VP & CFO
       ---------------------------