BANK OF MONTREAL
                                      CORPORATE FINANCE
                                      PERSONAL AND COMMERCIAL FINANCIAL SERVICES
                                      105 St. Jacques Street, 3rd floor
                                      Montreal, Quebec
                                      H2Y 1L6

                                      Telephone No (514) 877-7262
                                      Telecopier No (514) 877-7704

December 15th, 1999

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

                          SUBJECT: FINANCING AGREEMENT

Dear Mr. Lange,

         We are  pleased  to offer  Genlyte  Thomas  Group  Nova  Scotia ULC the
following credit facility,  subject to the terms and conditions  outlined below.
This  Financing  Agreement  replaces  and  supercedes  our  initial  Offer dated
November 23rd, 1999:

BORROWER:            Genlyte  Thomas Group Nova Scotia ULC  (referred to
                     herein as the "Borrower").


LENDER:              Bank of Montreal,  at its Branch  located 115 South LaSalle
                     Street, Chicago, Illinois, USA, 60603 (the "Bank").

TYPE OF CREDIT
AND AMOUNT:
                     364  day,  Committed   non-revolving  facility  for  up  to
                     CDN$10,000,000 and/or its US $ equivalent, by way of:

                     Canadian  Prime  Rate  Based  Loan in CDN $  ("Prime  Based
                     Loan"); and/or

                     US Prime Rate Based  Loan in US$ ("US Prime  Based  Loan");
                     and/or

                     London  InterBank  Offered  Rate Notes in CDN $ and/or US $
                     ("LIBOR");

                     (called the "Facility")

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999

PURPOSE:             To  provide   funds  to  repay   33.3%  of  a  Bridge  Loan
                     outstanding  with The  Toronto-Dominion  Bank  used for the
                     acquisition of the assets (including  goodwill) of Ledalite
                     Architectural Products Inc.


AVAILABILITY:        By way of one  single  advance  (referred  to herein as the
                     "Loan").


REPAYMENT:           The loan shall be repayable on the Maturity Date.

MATURITY
DATE:                1 Business day prior to the first  anniversary  date of the
                     acceptance  by the  Borrower  of this  Financing  Agreement
                     unless extended as provided herein (the "Maturity Date").

                     Any  extension  (Maximum 4) of the  Maturity  Date shall be
                     conditional  upon the Borrower  repaying on the last day of
                     the then current Maturity Date an amount equal to:

                     First extension:     CDN$  500,000
                     Second extension     CDN$1,000,000
                     Third extension      CDN$1,500,000
                     Fourth extension     CDN$2,000,000
                     Final Maturity Date  CDN$5,000,000


EXTENSION OF
MATURITY DATE:
                     The Borrower is deemed to have  requested the Bank at least
                     60 days prior to the then current  Maturity  Date to extend
                     the  Maturity  Date for a period  of no more  than 364 days
                     starting on the day of the then current Maturity Date.

                     The Bank shall be deemed to have granted such  extension if
                     the Bank has not otherwise  advised the Borrower in writing
                     30 days prior to the current  Maturity Date. The Bank shall
                     have  entire  discretion  to grant or not to grant any such
                     extension  and upon such terms and  conditions  as it deems
                     appropriate.


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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


INTEREST RATES
AND SPREADS:         CDN Prime / US Prime Spread:              0 Basis points
                     LIBOR Spread:                            50 Basis points

                     US 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 the United States.

                     CDN 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 determination of
                     interest  rates  that  the Bank  charges  to  customers  of
                     varying  degrees of  creditworthiness  for Canadian  dollar
                     loans made by it in the United States.

                     LIBOR  in  respect  of a LIBOR  advance  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 or Canadian Dollars, as the
                     case  may  be,  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 LIBOR 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 CDN Prime Based Loans and US Prime Based Loans
                     is calculated daily and payable monthly in arrears based on
                     the number of days which the loan is outstanding.

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

                     Interest is payable both before and after  demand,  default
                     and  judgment.  All interest  shall be payable at the above
                     referred to rates plus applicable spreads mentioned above.

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


DRAWDOWN:            As required upon satisfaction of conditions precedent,  but
                     no later than December 31st,  1999 (to coincide with expiry
                     of the 90 day Bridge loan with the Toronto-Dominion Bank).

                     CDN PRIME RATE BASED LOANS AND/OR
                     US PRIME RATE BASED LOANS

                     The  minimum  amount of  drawdown by way of CDN Prime Based
                     Loans and/or US 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, for
                     periods between 30 to 180 days, subject to availability.

                     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 2 business  days
                     notice of a requested LIBOR loan.

TAXATION
ON PAYMENTS:         All payments  made be the Borrower to the Bank will be made
                     free and clear of all present and future  taxes  (excluding
                     the taxes on the net income of the Bank),  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:

                     1) Irrevocable and  Unconditional  Standby Letter of Credit
                        (L/C)  in   favour   of  the  Bank  for  an   amount  of
                        CDN$10,000,000  or its US$ equivalent  issued by Bank of
                        America,  N.A.  The letter shall bear an initial term of
                        no less than 364 days,  with a provision  for  automatic
                        renewal  without  amendment  unless  notified via tested
                        telex/authenticated  swift at least 60 days prior to the
                        Maturity Date, subject to the satisfaction of the Bank.

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


                        If the Letter of Credit is issued in US$,  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 the Bank the Borrower shall:

                        a) Immediately prepay the amount of the deficiency, or
                        b) Deposit  the amount of the  deficiency  with the Bank
                           and  grant  it  a  security   interest  in  the  cash
                           collateral, or
                        c) Immediately  increase  the amount of the  outstanding
                           Letter of Credit  sufficient  enough to  satisfy  the
                           Bank.

                     2) 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$, Genlyte Thomas Group LLC shall
                        upon issuance of the Letter of Credit,  provide the Bank
                        with a  written  undertaking  to pay to the  Bank on the
                        date the Bank demands payment from Bank of America, N.A.
                        under  the  Letter  of  Credit,   a  sum  equal  to  the
                        difference,  if any, between the proceeds  received from
                        the  financial  institution  which  issued the letter of
                        credit and the then  outstanding  indebtedness  owing by
                        the  Borrower  to the Bank as  expressed  in CDN$.  This
                        undertaking  shall  remain in full  force and  effect as
                        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)   Duly  executed  copy of this  Financing  Agreement
                              signed  by  all  parties,   with  the  appropriate
                              resolutions and legal opinions.

                         ii)  A copy of The Genlyte  Thomas  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
                              confirming  that they are in  compliance  with the
                              credit agreement dated August 30th, 1999.

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


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

                         iv)  All   of  the   Bank   Security   and   supporting
                              resolutions   required  hereunder  and  solicitors
                              letter of opinion;

                         v)   Any other documents  deemed  necessary by the Bank
                              and its legal counsel.

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

                      c) No Event of Default shall 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.

                      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.

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


                      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  and Genlyte  Thomas Group LLC
                      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.

                      b) Provide  The  Genlyte  Group   Incorporated   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

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


                         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 credit  facility
                      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
                         renewal of the  irrevocable and  unconditional  standby
                         letter of credit without amendment as referred to under
                         the  heading  "Security",  60 days  prior  to the  then
                         current expiry date of the said letter of credit.

                      b) Non-payment  of principal  when due or  non-payment  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 or foreign,
                         relating to bankruptcy, insolvency or reorganization or
                         relief of debts 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

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Financing Agreement - December 15th, 1999


                         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
                         bankruptcy  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 constitutes  undischarged
                         or such  proceeding  continues  undismissed or unstayed
                         for a period of 60 consecutive days; or

                      h) Any court,  government or governmental  agency condems,
                         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  credit
                         facility  and/or  declare  the  advance  and all  other
                         amount  owing  under  this  Financing  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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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


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  or  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.


PREPAYMENT:           Any  portion of the loan  which  bears  interest  based on
                      floating rate may be prepaid at any time without  penalty.
                      No prepayments shall be authorized on LIBOR loan except on
                      the last day of the  applicable  interest  period  of such
                      LIBOR loan. The Borrower shall compensate the Bank for all
                      losses,  expenses  and  liabilities  which  the  Bank  may
                      sustain as the result of any prepayment.


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

                                                                   Page 10 of 14
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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


                         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 have taken
                         the  reasonable  steps to ensure to their  satisfaction
                         that third party suppliers,  subcontractors,  agents of
                         Borrower are Year 2000 Compliant.

                         "Year 200  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,   Bank   Security,   and  any  other   document
                      contemplated  thereby,  and  with the  enforcement  of the
                      Bank's rights under this Agreement,  the Bank Security and
                      any  other  document,  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 CDN Prime Rate plus 2%
                      per annum.

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Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


ARRANGEMENT
FEE:                  The  Borrower  will  pay  prior  to  initial   drawdown  a
                      non-refundable   Arrangement  Fee  of  $25,000  (25  Basis
                      points).


ANNUAL
REVIEW FEE:           For the next year and thereafter,  the Borrower will pay a
                      non  refundable  Annual Review Fee of $10,000 for the Bank
                      to consider the Borrower's deemed request for 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 the Bank harmless
                      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 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
                      and its legal counsel.


OTHER
AGREEMENTS:           The  Borrower  acknowledges  that it will sign  other Bank
                      documents  relating to the credit  facility made available
                      hereunder,  including  without  limitation the evidence of
                      debt, 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.

                                                                   Page 12 of 14
<PAGE>
Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999


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).


GOVERNING LAWS:
                      The laws of the Province of Quebec and of Canada.


         In accepting this commitment you acknowledge that, if in the opinion of
the Bank, a material adverse change in risk occurs,  including  without limiting
the  generality of the foregoing,  any material  adverse change in the financial
condition of the Borrower  and/or  Genlyte  Thomas Group LLC, any  obligation to
advance some or all of the above facility may be withdrawn or cancelled.

         On this  understanding,  we request your acceptance of the following by
signing and returning the enclosed copy of this Financing  Agreement by December
24th, 1999. At that point, security documentation will be prepared.

         We wish to thank you for approaching Bank of Montreal for you company's
requirements and we look forward to an ongoing mutually beneficial relationship.

         Yours truly,



     /s/ PIERRE GERMAIN
     -------------------------------------
         Pierre Germain
         Senior Manager

                                                                   Page 13 of 14
<PAGE>
Genlyte Thomas Group Nova Scotia ULC
Financing Agreement - December 15th, 1999



ACKNOWLEDGED AND ACCEPTED BY:

Genlyte Thomas Group Nova Scotia ULC


Per : /s/ TERRY L. LANGE - TREASURER                         Date:   12/22/99
     ---------------------------------------                         --------
     Terry L. Lange

Per : /s/ WILLIAM G. FERKO                                   Date:   12/22/99
     ---------------------------------------                         --------
     William G. Ferko

Genlyte  Thomas  Group  LLC  hereby  intervenes  in the  present  Agreement  and
acknowledges  that it has taken  cognizance of the terms and conditions  therein
contained  and  in  particular  the  provisions  contained  under  the  headings
"Security" and "Positive  Covenants" by these presents,  discloses  itself to be
content and satisfied  therewith and further agrees and consents to the punctual
fulfillment of all of our obligations in favor of the Bank.


Genlyte Thomas Group LLC


Per : /s/ TERRY L. LANGE - TREASURER                         Date:   12/22/99
     ---------------------------------------                         --------
     Terry L. Lange

Per : /s/ WILLIAM G. FERKO - VP & CFO                        Date:   12/22/99
     -------------------------------                                 --------
     William G. Ferko

                                                                   Page 14 of 14