Exhibit 10.1


 




 





 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as
of December 9, 2005


 


among


 


THE
GENLYTE GROUP INCORPORATED, GENLYTE THOMAS GROUP LLC,

GENLYTE HOLDINGS INC., GENLYTE LIGHTING CORPORATION,


GENLYTE
CLP NOVA SCOTIA ULC, GENLYTE CGP NOVA SCOTIA ULC,


CANLYTE
INC., LUMEC INC. and LUMEC HOLDING CORP.


 


as the Borrowers


 


and


 


THE
LENDING INSTITUTIONS NAMED THEREIN


as the Lenders


 


NATIONAL
CITY BANK OF KENTUCKY


as a Lender, a Letter of Credit
Issuer,


 the Swing Line Lender, a Co-Lead Arranger and


 the Domestic Administrative Agent


 


JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH


as a Lender, a Letter of Credit Issuer and
the


Canadian Administrative Agent


 


JPMORGAN
CHASE BANK, N.A.


as a Lender and a Letter of Credit Issuer


 


BANK
OF AMERICA, N.A.


as a Lender, a Letter of Credit Issuer and a
Co-Documentation Agent


 


J.P.
MORGAN SECURITIES INC.


as a Co-Lead Arranger


 


and


 


SUNTRUST
BANK


as a Lender and a Co-Documentation Agent


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1. DEFINITIONS AND
  TERMS

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  1.1. CERTAIN DEFINED TERMS

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  1.2. COMPUTATION OF TIME
  PERIODS

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  1.3. ACCOUNTING TERMS

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  1.4. TERMS GENERALLY

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  1.5. BORROWER CHANGES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  1.6. APPOINTMENT OF GENLYTE GROUP AS REPRESENTATIVE

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  1.7. QUALIFIED RECEIVABLES
  TRANSACTION

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  1.8. CURRENCY EQUIVALENTS;
  CANADIAN FACILITY AMOUNTS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 2. AMOUNT AND
  TERMS OF LOANS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  2.1. EXISTING LETTERS OF
  CREDIT; COMMITMENTS FOR LOANS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  2.2. MINIMUM BORROWING
  AMOUNTS, ETC.; PRO RATA BORROWINGS

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  2.3. PROCEDURES FOR
  BORROWING

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  2.4. DISBURSEMENT OF FUNDS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  2.5. REFUNDING OF, OR
  PARTICIPATION IN, SWING LINE REVOLVING LOANS

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  2.6. NOTES AND LOAN
  ACCOUNTS

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  2.7. CONVERSIONS OF
  DOMESTIC REVOLVING LOANS AND CANADIAN REVOLVING LOANS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  2.8. INTEREST

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  2.9. SELECTION AND
  CONTINUATION OF INTEREST PERIODS

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  2.10. INCREASED COSTS,
  ILLEGALITY, ETC.

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  2.11. BREAKAGE
  COMPENSATION

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
  2.12. SAME INDEBTEDNESS; OTHER REFERENCES

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  SECTION 3. DOMESTIC
  FACILITY LETTERS OF CREDIT

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  3.1. DOMESTIC FACILITY
  LETTERS OF CREDIT

  	
   

  	
  59

  
	
   

  	
   

  	
   

  
	
  3.2. DOMESTIC FACILITY
  LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE

  	
   

  	
  61

  
	
   

  	
   

  	
   

  
	
  3.3. AGREEMENT TO REPAY
  DOMESTIC FACILITY LETTER OF CREDIT DRAWINGS

  	
   

  	
  61

  
	
   

  	
   

  	
   

  
	
  3.4. DOMESTIC FACILITY
  LETTER OF CREDIT PARTICIPATIONS

  	
   

  	
  62

  



 


i





















 


	
  3.5. INCREASED COSTS

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  SECTION 4. CANADIAN
  FACILITY LETTERS OF CREDIT

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  4.1. CANADIAN FACILITY
  LETTERS OF CREDIT

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  4.2. CANADIAN FACILITY
  LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE

  	
   

  	
  67

  
	
   

  	
   

  	
   

  
	
  4.3. AGREEMENT TO REPAY
  CANADIAN FACILITY LETTER OF CREDIT DRAWINGS

  	
   

  	
  67

  
	
   

  	
   

  	
   

  
	
  4.4. CANADIAN FACILITY
  LETTER OF CREDIT PARTICIPATIONS

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
  4.5. INCREASED COSTS

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 5. FEES

  	
   

  	
  72

  
	
   

  	
   

  	
   

  
	
  5.1. FACILITY FEE

  	
   

  	
  72

  
	
   

  	
   

  	
   

  
	
  5.2. CLOSING, LETTER OF
  CREDIT AND OTHER FEES

  	
   

  	
  73

  
	
   

  	
   

  	
   

  
	
  5.3. COMPUTATIONS OF FEES

  	
   

  	
  74

  
	
   

  	
   

  	
   

  
	
  SECTION 6. REDUCTIONS AND
  TERMINATION OF COMMITMENTS

  	
   

  	
  74

  
	
   

  	
   

  	
   

  
	
  6.1. VOLUNTARY
  TERMINATION/REDUCTION OF COMMITMENTS

  	
   

  	
  74

  
	
   

  	
   

  	
   

  
	
  6.2. MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS,
  ETC.

  	
   

  	
  76

  
	
   

  	
   

  	
   

  
	
  SECTION 7. PAYMENTS

  	
   

  	
  77

  
	
   

  	
   

  	
   

  
	
  7.1. VOLUNTARY PREPAYMENTS

  	
   

  	
  77

  
	
   

  	
   

  	
   

  
	
  7.2. MANDATORY PREPAYMENTS

  	
   

  	
  78

  
	
   

  	
   

  	
   

  
	
  7.3. METHOD AND PLACE OF
  PAYMENT

  	
   

  	
  82

  
	
   

  	
   

  	
   

  
	
  7.4. NET PAYMENTS

  	
   

  	
  82

  
	
   

  	
   

  	
   

  
	
  SECTION 8. CONDITIONS
  PRECEDENT

  	
   

  	
  84

  
	
   

  	
   

  	
   

  
	
  8.1. CONDITIONS PRECEDENT AT CLOSING DATE

  	
   

  	
  84

  
	
   

  	
   

  	
   

  
	
  8.2. CONDITIONS PRECEDENT
  TO ALL LOANS

  	
   

  	
  87

  
	
   

  	
   

  	
   

  
	
  SECTION 9. REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  87

  
	
   

  	
   

  	
   

  
	
  9.1. CORPORATE STATUS,
  ETC.

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  9.2. SUBSIDIARIES

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  9.3. CORPORATE POWER AND
  AUTHORITY, ETC.

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  9.4. NO VIOLATION

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  9.5. GOVERNMENTAL
  APPROVALS

  	
   

  	
  89

  
	
   

  	
   

  	
   

  
	
  9.6. LITIGATION

  	
   

  	
  89

  
	
   

  	
   

  	
   

  
	
  9.7. USE OF PROCEEDS;
  MARGIN REGULATIONS

  	
   

  	
  89

  
	
   

  	
   

  	
   

  
	
  9.8. FINANCIAL STATEMENTS,
  ETC.

  	
   

  	
  89

  



 


ii





















 


	
  9.9. NO MATERIAL ADVERSE
  CHANGE

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.10. TAX RETURNS AND
  PAYMENTS

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.11. TITLE TO PROPERTIES,
  ETC.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.12. LAWFUL OPERATIONS,
  ETC.

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.13. ENVIRONMENTAL
  MATTERS

  	
   

  	
  90

  
	
   

  	
   

  	
   

  
	
  9.14. COMPLIANCE WITH
  ERISA AND CANADIAN BENEFIT PLANS

  	
   

  	
  92

  
	
   

  	
   

  	
   

  
	
  9.15. INTELLECTUAL
  PROPERTY, ETC.

  	
   

  	
  93

  
	
   

  	
   

  	
   

  
	
  9.16. INVESTMENT COMPANY

  	
   

  	
  94

  
	
   

  	
   

  	
   

  
	
  9.17. BURDENSOME
  CONTRACTS; LABOR RELATIONS

  	
   

  	
  94

  
	
   

  	
   

  	
   

  
	
  9.18. EXISTING
  INDEBTEDNESS

  	
   

  	
  94

  
	
   

  	
   

  	
   

  
	
  9.19. TRUE AND COMPLETE
  DISCLOSURE

  	
   

  	
  94

  
	
   

  	
   

  	
   

  
	
  9.20. SOLVENCY

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  9.21. MATERIAL AGREEMENTS

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  9.22 INSURANCE

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  9.23. SECURITY INTERESTS

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  SECTION 10. AFFIRMATIVE
  COVENANTS

  	
   

  	
  96

  
	
   

  	
   

  	
   

  
	
  10.1. REPORTING
  REQUIREMENTS

  	
   

  	
  96

  
	
   

  	
   

  	
   

  
	
  10.2. BOOKS, RECORDS AND
  INSPECTIONS

  	
   

  	
  99

  
	
   

  	
   

  	
   

  
	
  10.3. INSURANCE

  	
   

  	
  99

  
	
   

  	
   

  	
   

  
	
  10.4. PAYMENT OF TAXES AND
  CLAIMS

  	
   

  	
  99

  
	
   

  	
   

  	
   

  
	
  10.5. CORPORATE FRANCHISES

  	
   

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.6. GOOD REPAIR

  	
   

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.7. COMPLIANCE WITH
  STATUTES, ETC.

  	
   

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.8. COMPLIANCE WITH
  ENVIRONMENTAL LAWS

  	
   

  	
  100

  
	
   

  	
   

  	
   

  
	
  10.9. FISCAL YEARS, FISCAL
  QUARTERS

  	
   

  	
  101

  
	
   

  	
   

  	
   

  
	
  10.10. HEDGE AGREEMENTS,
  ETC.

  	
   

  	
  101

  
	
   

  	
   

  	
   

  
	
  10.11. SENIOR DEBT

  	
   

  	
  102

  
	
   

  	
   

  	
   

  
	
  10.12. SECURITY DOCUMENTS

  	
   

  	
  102

  
	
   

  	
   

  	
   

  
	
  10.13. USE OF PROCEEDS

  	
   

  	
  102

  
	
   

  	
   

  	
   

  
	
  SECTION 11. NEGATIVE
  COVENANTS

  	
   

  	
  103

  
	
   

  	
   

  	
   

  
	
  11.1. CHANGES IN BUSINESS

  	
   

  	
  103

  
	
   

  	
   

  	
   

  
	
  11.2. CONSOLIDATION,
  MERGER, ACQUISITIONS, ASSET SALES, ETC.

  	
   

  	
  103

  
	
   

  	
   

  	
   

  
	
  11.3. LIENS

  	
   

  	
  105

  



 


iii





















 


	
  11.4. INDEBTEDNESS

  	
   

  	
  107

  
	
   

  	
   

  	
   

  
	
  11.5. ADVANCES,
  INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS

  	
   

  	
  108

  
	
   

  	
   

  	
   

  
	
  11.6. RESTRICTED PAYMENTS

  	
   

  	
  110

  
	
   

  	
   

  	
   

  
	
  11.7 RATIO OF CONSOLIDATED
  TOTAL DEBT TO CONSOLIDATED EBITDA

  	
   

  	
  111

  
	
   

  	
   

  	
   

  
	
  11.8. CONSOLIDATED
  INTEREST COVERAGE RATIO

  	
   

  	
  111

  
	
   

  	
   

  	
   

  
	
  11.9. TRANSACTIONS WITH
  AFFILIATES

  	
   

  	
  111

  
	
   

  	
   

  	
   

  
	
  11.10. PLAN TERMINATIONS,
  MINIMUM FUNDING, ETC.

  	
   

  	
  111

  
	
   

  	
   

  	
   

  
	
  11.11. CERTAIN LEASES

  	
   

  	
  112

  
	
   

  	
   

  	
   

  
	
  11.12. LIMITATION ON
  CERTAIN RESTRICTIVE AGREEMENTS, ETC.

  	
   

  	
  112

  
	
   

  	
   

  	
   

  
	
  11.13. ACCOUNTING CHANGES

  	
   

  	
  113

  
	
   

  	
   

  	
   

  
	
  SECTION 12. EVENTS OF
  DEFAULT

  	
   

  	
  113

  
	
   

  	
   

  	
   

  
	
  12.1. EVENTS OF DEFAULT

  	
   

  	
  113

  
	
   

  	
   

  	
   

  
	
  12.2. ACCELERATION, ETC.

  	
   

  	
  116

  
	
   

  	
   

  	
   

  
	
  12.3. APPLICATION OF
  LIQUIDATION PROCEEDS

  	
   

  	
  117

  
	
   

  	
   

  	
   

  
	
  SECTION 13. THE
  ADMINISTRATIVE AGENTS

  	
   

  	
  118

  
	
   

  	
   

  	
   

  
	
  13.1. APPOINTMENT

  	
   

  	
  118

  
	
   

  	
   

  	
   

  
	
  13.2. DELEGATION OF DUTIES

  	
   

  	
  118

  
	
   

  	
   

  	
   

  
	
  13.3. EXCULPATORY
  PROVISIONS

  	
   

  	
  118

  
	
   

  	
   

  	
   

  
	
  13.4. RELIANCE BY
  ADMINISTRATIVE AGENTS

  	
   

  	
  119

  
	
   

  	
   

  	
   

  
	
  13.5. NOTICE OF DEFAULT

  	
   

  	
  119

  
	
   

  	
   

  	
   

  
	
  13.6. NON-RELIANCE

  	
   

  	
  119

  
	
   

  	
   

  	
   

  
	
  13.7. INDEMNIFICATION

  	
   

  	
  120

  
	
   

  	
   

  	
   

  
	
  13.8. THE ADMINISTRATIVE
  AGENTS IN INDIVIDUAL CAPACITY

  	
   

  	
  121

  
	
   

  	
   

  	
   

  
	
  13.9. SUCCESSOR
  ADMINISTRATIVE AGENT

  	
   

  	
  121

  
	
   

  	
   

  	
   

  
	
  13.10. OTHER AGENTS

  	
   

  	
  121

  
	
   

  	
   

  	
   

  
	
  SECTION 14. GUARANTY BY
  GENLYTE GROUP

  	
   

  	
  121

  
	
   

  	
   

  	
   

  
	
  14.1. GUARANTY OF
  SUBSIDIARY BORROWINGS

  	
   

  	
  121

  
	
   

  	
   

  	
   

  
	
  14.2. ADDITIONAL
  UNDERTAKING

  	
   

  	
  122

  
	
   

  	
   

  	
   

  
	
  14.3. GUARANTY
  UNCONDITIONAL, ETC.

  	
   

  	
  122

  
	
   

  	
   

  	
   

  
	
  14.4. GENLYTE GROUP
  OBLIGATIONS TO REMAIN IN EFFECT; RESTORATION

  	
   

  	
  123

  
	
   

  	
   

  	
   

  
	
  14.5. WAIVER OF
  ACCEPTANCE, ETC.

  	
   

  	
  123

  
	
   

  	
   

  	
   

  
	
  14.6. SUBROGATION

  	
   

  	
  123

  
	
   

  	
   

  	
   

  
	
  14.7. EFFECT OF STAY

  	
   

  	
  124

  



 


iv





















 


	
  SECTION 15. MISCELLANEOUS

  	
   

  	
  124

  
	
   

  	
   

  	
   

  
	
  15.1. PAYMENT OF EXPENSES
  ETC.

  	
   

  	
  124

  
	
   

  	
   

  	
   

  
	
  15.2. RIGHT OF SETOFF

  	
   

  	
  125

  
	
   

  	
   

  	
   

  
	
  15.3. NOTICES

  	
   

  	
  126

  
	
   

  	
   

  	
   

  
	
  15.4. BENEFIT OF AGREEMENT

  	
   

  	
  126

  
	
   

  	
   

  	
   

  
	
  15.5. NO WAIVER: REMEDIES
  CUMULATIVE

  	
   

  	
  130

  
	
   

  	
   

  	
   

  
	
  15.6. PAYMENTS PRO RATA

  	
   

  	
  130

  
	
   

  	
   

  	
   

  
	
  15.7. CALCULATIONS:
  COMPUTATIONS

  	
   

  	
  131

  
	
   

  	
   

  	
   

  
	
  15.8. GOVERNING LAW;
  SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL

  	
   

  	
  131

  
	
   

  	
   

  	
   

  
	
  15.9. COUNTERPARTS

  	
   

  	
  132

  
	
   

  	
   

  	
   

  
	
  15.10. EFFECTIVENESS;
  INTEGRATION

  	
   

  	
  132

  
	
   

  	
   

  	
   

  
	
  15.11. HEADINGS
  DESCRIPTIVE

  	
   

  	
  132

  
	
   

  	
   

  	
   

  
	
  15.12. AMENDMENT OR WAIVER

  	
   

  	
  133

  
	
   

  	
   

  	
   

  
	
  15.13. SURVIVAL

  	
   

  	
  134

  
	
   

  	
   

  	
   

  
	
  15.14. DOMICILE OF LOANS

  	
   

  	
  134

  
	
   

  	
   

  	
   

  
	
  15.15. JUDGMENT CURRENCY

  	
   

  	
  134

  
	
   

  	
   

  	
   

  
	
  15.16. LENDER REGISTER

  	
   

  	
  134

  
	
   

  	
   

  	
   

  
	
  15.17. GENERAL LIMITATION
  OF LIABILITY

  	
   

  	
  135

  
	
   

  	
   

  	
   

  
	
  15.18. NO DUTY

  	
   

  	
  135

  
	
   

  	
   

  	
   

  
	
  15.19. LENDERS AND AGENTS
  NOT FIDUCIARY TO BORROWERS, ETC.

  	
   

  	
  135

  
	
   

  	
   

  	
   

  
	
  15.20. SURVIVAL OF
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  136

  
	
   

  	
   

  	
   

  
	
  15.21. INDEPENDENCE OF
  COVENANTS

  	
   

  	
  136

  
	
   

  	
   

  	
   

  
	
  15.22. OBLIGATIONS OF
  BORROWERS

  	
   

  	
  136

  
	
   

  	
   

  	
   

  
	
  15.23. SEPARATE
  OBLIGATIONS OF FOREIGN BORROWERS AND CANADIAN FACILITY GUARANTORS

  	
   

  	
  137

  
	
   

  	
   

  	
   

  
	
  15.24. PATRIOT ACT NOTICE

  	
   

  	
  137

  



 


v





















 


	
  ANNEX I

  	
   

  	
  -

  	
   

  	
  INFORMATION AS TO LENDERS

  	
   

  
	
  ANNEX II

  	
   

  	
  -

  	
   

  	
  INFORMATION AS TO SUBSIDIARIES

  	
   

  
	
  ANNEX III

  	
   

  	
  -

  	
   

  	
  DESCRIPTION OF EXISTING INDEBTEDNESS

  	
   

  
	
  ANNEX IV

  	
   

  	
  -

  	
   

  	
  DESCRIPTION OF EXISTING LIENS

  	
   

  
	
  ANNEX V

  	
   

  	
  -

  	
   

  	
  DESCRIPTION OF EXISTING ADVANCES, LOANS,
  INVESTMENTS AND GUARANTEES

  	
   

  
	
  ANNEX VI

  	
   

  	
  -

  	
   

  	
  TRANSACTION WITH AFFILIATES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  -

  	
   

  	
  FORM OF DOMESTIC REVOLVING NOTE

  	
   

  
	
  EXHIBIT A-2

  	
   

  	
  -

  	
   

  	
  FORM OF SWING LINE REVOLVING NOTE

  	
   

  
	
  EXHIBIT A-3

  	
   

  	
  -

  	
   

  	
  FORM OF CANADIAN REVOLVING NOTE

  	
   

  
	
  EXHIBIT B-1

  	
   

  	
  -

  	
   

  	
  FORM OF NOTICE OF BORROWING

  	
   

  
	
  EXHIBIT B-2

  	
   

  	
  -

  	
   

  	
  FORM OF NOTICE OF CONVERSION

  	
   

  
	
  EXHIBIT B-3

  	
   

  	
  -

  	
   

  	
  DOMESTIC FACILITY LETTER OF CREDIT REQUEST

  	
   

  
	
  EXHIBIT B-4

  	
   

  	
  -

  	
   

  	
  CANADIAN FACILITY LETTER OF CREDIT REQUEST

  	
   

  
	
  EXHIBIT C

  	
   

  	
  -

  	
   

  	
  FORM OF CORPORATE CERTIFICATES

  	
   

  
	
  EXHIBIT D

  	
   

  	
  -

  	
   

  	
  OPINIONS OF COUNSEL TO THE BORROWER

  	
   

  
	
  EXHIBIT E

  	
   

  	
  -

  	
   

  	
  FORM OF ASSIGNMENT AND ASSUMPTION
  AGREEMENT

  	
   

  
	
  EXHIBIT F

  	
   

  	
  -

  	
   

  	
  FORM OF STOCK PLEDGE AGREEMENT

  	
   

  
	
  EXHIBIT G-1

  	
   

  	
  -

  	
   

  	
  FORM OF GUARANTY AGREEMENT FOR
  CANADIAN FACILITY GUARANTORS

  	
   

  
	
  EXHIBIT G-2

  	
   

  	
  -

  	
   

  	
  FORM OF GUARANTY AGREEMENT FOR
  DOMESTIC FACILITY GUARANTORS

  	
   

  
	
  EXHIBIT H

  	
   

  	
  -

  	
   

  	
  FORM OF ADDITIONAL BORROWER JOINDER

  	
   

  



 


vi





















 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 9, 2005 (herein, as amended, supplemented or
otherwise modified from time to time, “this Agreement”),
among the following:


 


(i)            THE GENLYTE GROUP
INCORPORATED, a Delaware corporation (“Genlyte
Group”); GENLYTE THOMAS GROUP
LLC, a Delaware limited liability company (“Genlyte Thomas”); GENLYTE HOLDINGS INC., a Delaware corporation (“Genlyte Holdings”); GENLYTE LIGHTING CORPORATION, a Delaware corporation (“Genlyte Lighting”); GENLYTE CLP NOVA SCOTIA ULC, a Nova Scotia unlimited liability company (“Genlyte Limited Nova Scotia”;
GENLYTE CGP NOVA SCOTIA ULC,
a Nova Scotia unlimited liability
company (“Genlyte
General Nova Scotia”); CANLYTE INC., a
Canada corporation (“Canlyte”), LUMEC INC., a Part 1A (Quebec) corporation (“Lumec”); and LUMEC
HOLDING CORP., an Ontario corporation (“Lumec
Holding”) (Genlyte Group, Genlyte Thomas, Genlyte Holdings,
Genlyte Lighting, Genlyte Limited Nova Scotia, Genlyte General Nova Scotia,
Canlyte, Lumec and Lumec Holding are herein each a “Borrower”
and, collectively, together with each of their respective successors and
assigns, the “Borrowers”);


 


(ii)           the lending institutions listed in Annex
I hereto (herein, together with its or their successors and assigns, each a
“Lender” and collectively, the “Lenders”);


 


(iii)          NATIONAL CITY BANK OF
KENTUCKY, a national banking association, as one of the Lenders, as
the Lender under the Swing Line Revolving Facility referred to herein (herein,
together with its successors and assigns, the “Swing
Line Lender”), as a Letter of Credit Issuer (herein, together
with its successors and assigns, a “Letter of Credit Issuer”), as a Co-Lead
Arranger (a “Co-Lead
Arranger”), and as the administrative agent for the Domestic
Revolving Facility referred to herein (the “Domestic Administrative Agent” or an “Administrative Agent”);


 


(iv)          JPMORGAN CHASE BANK, N.A., TORONTO BRANCH a
national banking association and successor by merger to Bank One, NA, Canada
Branch, as one of the Lenders, as a Letter of Credit Issuer (herein,
together with its successors and assigns, a “Letter of Credit Issuer”) and as the
administrative agent for the Canadian Revolving Facility referred to herein
(the “Canadian
Administrative Agent” or an “Administrative Agent” and collectively
with the Domestic Administrative Agent, the “Administrative Agents”);


 


(v)           JPMORGAN
CHASE BANK, N.A., a national banking association, and successor by
merger to Bank One, NA as one of the Lenders, as a


 


1





















 


Letter of Credit Issuer (herein, together
with its successors and assigns, a “Letter of Credit Issuer”);


 


(vi)          BANK
OF AMERICA, N.A., a national banking association, as one of the
Lenders, as a Letter of Credit Issuer (herein, together with its successors and
assigns, a “Letter of
Credit Issuer”) and as a co-documentation agent (a “Co-Documentation Agent”);


 


(vii)         J.P.
MORGAN SECURITIES  INC.,
a Delaware corporation, as one of the co-lead arrangers (a “Co-Lead Arranger”
and, together with National City Bank of Kentucky in such capacity, the “Co-Lead Arrangers”); and


 


(viii)        SUNTRUST
BANK, a Georgia corporation, as a Lender and as a co-documentation
agent (a “Co-Documentation Agent”,
and together with Bank of America, N.A., the “Co-Documentation Agents”).


 


PRELIMINARY STATEMENTS:


 


A.            The Borrowers (other than Canlyte, Lumec and Lumec
Holding), the Administrative Agents, the Co-Lead Arrangers, the Letter of
Credit Issuers, the Co-Documentation
Agents and the Lenders are the parties to that certain Amended and
Restated Credit Agreement dated as of August 2, 2004 (the “Existing Credit Agreement”), as in
effect immediately prior to the Closing Date (as defined herein).


 


B.            Pursuant and subject to the Existing Credit Agreement, (i) under
a domestic revolving credit facility certain of the Lenders agreed to advance
Dollar-denominated revolving credit loans (collectively, the “Existing Domestic Revolving Loans”),
and certain of the Letter of Credit Issuers agreed to issue letters of credit
(collectively, the “Existing Domestic Letters of Credit”),
in an aggregate principal or undrawn amount not to exceed $180,000,000, (ii) under
a Canadian revolving credit facility certain of the Lenders agreed to advance
Canadian Dollar-denominated revolving credit loans (collectively, the “Existing Canadian Revolving Loans”),
and certain of the Letter of Credit Issuers agreed to issue letters of credit
(collectively, the “Existing Canadian Letters of Credit”),
in an aggregate principal or undrawn amount not to exceed CDN$27,000,000 and (iii) under
a domestic term loan facility certain of the Lenders (the “Existing Domestic Term Loan Lenders”) agreed
to advance Dollar-denominated term loans (collectively, the “Existing Domestic Term Loans”) in an
initial aggregate principal amount of $100,000,000.


 


C.            On the close of business December 8, 2005, (i) the
aggregate unpaid principal balance of the Existing Domestic Revolving Loans was
$-0-, (ii) the aggregate undrawn face amount of the Existing Domestic
Letters of Credit was $20,168,119.00, (iii) the aggregate unpaid principal
balance of the Existing Canadian Revolving Loans was CDN$-0-, (iv) the
aggregate undrawn face amount of the Existing Canadian Letters of Credit was
CDN$-0-, and (v) the aggregate unpaid principal balance of the Existing
Domestic Term Loans was $75,000,000.


 


D.            The Borrowers have requested the Administrative Agents,
the Issuers, and the Lenders to enter into this Agreement to amend and restate in
their entirety the terms and


 


2





















 


conditions of the Existing Credit Agreement, inter alia,
to (i) extend the maturity of both said domestic revolving credit facility
and said Canadian revolving credit facility under the Existing Credit
Agreement, (ii) increase the aggregate amount of credit available under
said domestic revolving credit facility, (iii) convert the Existing
Domestic Term Loans into revolving loans under said increased domestic
revolving credit facility, and (iv) permit Canlyte, Lumec and Lumec
Holding to
join in said amendment and restatement as additional “Borrowers” hereunder.


 


E.             Subject to the satisfaction of the terms and conditions
set forth in this Agreement, the Administrative Agents, the Letter of Credit
Issuers, and the Lenders have agreed to such requests.


 


F.             Unless
otherwise defined herein, all capitalized terms used herein and defined in section 1
are used herein as so defined.


 


NOW, THEREFORE, it
is agreed that the terms and conditions of the Existing Credit Agreement are
hereby amended and restated in their entirety to provide as follows:


 


SECTION 1.         DEFINITIONS AND TERMS.


 


1.1.         Certain Defined
Terms.  As used
herein, the following terms shall have the meanings herein specified unless the
context otherwise requires:


 


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


 


“Acquisition”
shall mean and include (i) any acquisition on a going concern basis
(whether by purchase, lease or otherwise) of any facility and/or business
operated by any person who is not a Subsidiary of a Borrower, and (ii) acquisitions
of a majority of the outstanding equity or other similar interests in any such
person (whether by merger, stock purchase or otherwise).


 


“Additional Borrower Joinder” shall mean an
Additional Borrower Joinder in the Form of Exhibit H to this
Agreement pursuant to which the signatory thereto becomes a Borrower hereunder
pursuant to section 1.5.


 


“Administrative Agent(s)”,
“Domestic Administrative
Agent” and “Canadian
Administrative Agent” shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to either
Administrative Agent appointed pursuant to section 13.9.


 


“Affiliate”
shall mean, with respect to any person, any other person directly or indirectly
controlling, controlled by, or under direct or indirect common control with
such person. A person shall be deemed to control a second person if such first
person possesses, directly or indirectly, the power (i) to vote 10% or
more of the securities having ordinary voting power for the election of directors
or managers of such second person or (ii) to direct or cause the direction
of the management and policies of such second person, whether through the
ownership of voting securities, by contract or otherwise. Notwithstanding the
foregoing, (x) a director, officer or employee of a person shall not, solely by
reason of such status or the exercise of authority


 


3





















 


pursuant to such status, be considered an Affiliate of such person; and
(y) none of the Administrative Agents, the Co-Lead Arrangers, the
Co-Documentation Agents or any Lender shall in any event be considered an
Affiliate of any Borrower or any Subsidiary.


 


“Agreement”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Applicable Eurodollar
Margin” shall have the meaning provided in section 2.8(j).


 


“Applicable Facility Fee
Rate” shall have the meaning provided in section 5.1(b).


 


“Applicable Lending Office”
shall mean, with respect to each Lender, (i) such Lender’s Domestic
Lending Office in the case of Borrowings under the Domestic Revolving Facility
consisting of Domestic Prime Rate Loans, (ii) such Lender’s Eurodollar
Lending Office in the case of Borrowings under the Domestic Revolving Facility
or the Canadian Revolving Facility consisting of Eurodollar Loans, (iii) the
Domestic Lending Office of the Swing Line Lender in the case of Borrowings of
Swing Line Revolving Loans from the Swing Line Lender, and (iv) such
Lender’s Canadian Lending Office in the case of Borrowings consisting of
Canadian Revolving Loans that are not Eurodollar Loans; provided that a
Canadian Facility Lender that makes a Canadian Revolving Loan denominated in
Dollars may, in addition, by notice to the Canadian Administrative Agent
designate a branch, affiliate or correspondent office as its Applicable Lending
Office with respect to Canadian Revolving Loans denominated in Dollars.


 


“Asset Sale”
shall mean the sale, transfer or other disposition (including by means of Sale
and Lease-Back Transactions, and by means of mergers, consolidations, and
liquidations of a corporation, partnership or limited liability company of the
interests therein of a Borrower, or any of its Subsidiaries) by a Borrower or
any of its Subsidiaries to any person of any of their respective assets, other
than (i) the sale of inventory in the ordinary course of business of such
Credit Party and (ii) the sale of Receivables Facility Assets pursuant to
a Qualified Receivables Transaction.


 


“Assignment and Assumption
Agreement” shall mean an Assignment and Assumption Agreement
substantially in the form of Exhibit E hereto.


 


“Authorized Officer”
shall mean any officer or employee of the Borrowers designated as such in
writing to the Administrative Agents by the Borrowers.


 


“Bankruptcy Code”
shall have the meaning provided in section 12.1(g).


 


“Basis Point” shall mean one one-hundredth of
one percent (0.01%).


 


“Borrower”
shall mean any of the Domestic Facility Borrowers and the Canadian Facility
Borrowers, as applicable, and “Borrowers” shall mean, collectively, the Domestic
Facility Borrowers and the Canadian Facility Borrowers.


 


“Borrowing”
shall mean (i) the incurrence of Domestic Revolving Loans consisting of
one Type of Loan, by a Borrower from all of the Domestic Facility Lenders on a pro rata basis on a given date (or
resulting from Conversions or Continuations on a given date), having in the


 


4





















 


case of Eurodollar Loans the same Interest Period, (ii) the
incurrence of a Swing Line Revolving Loan by a Borrower from the Swing Line
Lender, or (iii) the incurrence of Canadian Revolving Loans consisting of
one Type of Loan, by a Borrower from all of the Canadian Facility Lenders on a pro rata basis on a given date (or
resulting from Conversions or Continuations on a given date), having in the
case of CDOR Loans the same Interest Period.


 


“Business Day”
shall mean (i) for all purposes other than as covered by clause (ii) or
(iii) below, any day excluding Saturday, Sunday and any day which shall be
in the city in which the Payment Office is located a legal holiday or a day on
which banking institutions are authorized by law or other governmental actions
to close, (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans or
Flex Eurodollar Loans, any day which is a Business Day described in clause (i) and
which is also a day for trading by and between banks in U.S. dollar deposits in
the interbank Eurodollar market and (iii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Canadian Revolving Loans, any day which is a Business Day described in clause (i) and
which is also a day for trading by and between banks in Canadian Dollar
deposits in Canada and, further,
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Canadian Revolving Loans that are Eurodollar
Loans, which is also a day for trading by and between banks in U.S. dollar
deposits in the interbank Eurodollar market.


 


“Canadian Deposit Offered Rate”
shall mean on any day the annual rate of interest which is the rate determined
as being the arithmetic average of the quotations of all institutions listed in
respect of the “BA 1 Month” Rate for Canadian Dollar denominated bankers’
acceptances displayed and identified as such on the “Reuters Screen CDOR Page”
as defined in the International Swap Dealer Association, Inc. definitions,
as modified and amended from time to time) as of 10:00 am Toronto, Ontario
local time on such day and, if such day is not a Business Day, then on the
immediately preceding Business Day (as adjusted by the Canadian Administrative
Agent after 10:00 am Toronto, Ontario local time to reflect any error in the
posted rate of interest or in the posted average annual rate of interest); and
if such rates are not available on the Reuters Screen CDOR Page on any
particular day, then the Canadian Dollar Offered Rate on that day shall be
calculated as the cost of funds quoted by the Canadian Administrative Agent to
raise Canadian Dollars for the applicable Interest Period as of 10:00 A.M.
Toronto, Ontario local time on such day for commercial loans or other
extensions of credit to businesses of comparable credit risk; or if such day is
not a Business Day, then as quoted by the Canadian Administrative Agent on the
immediately preceding Business Day.


 


“Canadian Dollar” and the sign “CDN$” each shall mean
lawful money of Canada.


 


“Canadian Facility Borrower” shall mean each
of Genlyte Limited Nova Scotia, Genlyte General Nova Scotia, Canlyte, Lumec and
Lumec Holding, together with their respective successors and assigns.


 


“Canadian
Facility Guarantors” shall mean any Material Subsidiary that in
accordance with section 10.12(a) executes and delivers to the
Canadian Administrative Agent a Guaranty Agreement in substantially the form
attached as Exhibit G-1 for the benefit of each of the
Administrative Agents and each of the Canadian Facility Lenders.


 


5





















 


“Canadian Facility Lender” shall mean a Lender
having a Canadian Revolving Commitment.


 


“Canadian Facility Letter
of Credit” shall have the meaning provided in section 4.1.


 


“Canadian Facility Letter
of Credit Obligor” shall have the meaning provided in section 4.1.


 


“Canadian Facility Letter
of Credit Outstandings” shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Canadian Facility Letters of Credit and (ii) the aggregate amount of all
Unpaid Canadian Facility Drawings.


 


“Canadian Facility Letter
of Credit Request” shall have the meaning provided in section 4.2.


 


“Canadian Facility Participant”
shall have the meaning provided in section 4.4(a).


 


“Canadian Lending Office” shall mean, with
respect to any Canadian Facility Lender, the office of such Lender specified as
its Canadian Lending Office in Annex I or in the Assignment and
Assumption Agreement pursuant to which it became a Canadian Facility Lender, or
such other office or offices for Canadian Revolving Loans of such Lender as
such Lender may from time to time specify to the Borrowers and the Canadian
Administrative Agent.


 


“Canadian Prime Rate”
shall mean, for any period, a fluctuating interest rate per annum as shall be
in effect from time to time which rate per annum shall at all times be equal to
the percentage rate per annum determined by the Canadian Administrative Agent
(rounded up to two decimal places) to be the greater of (i) the rate of
interest which the Canadian Administrative Agent establishes at that time as
the reference rate of interest for determination of interest rates it will
charge for loans in Canadian Dollars in Canada and which it refers to as its
prime rate (or its equivalent or analogous such rate) or (ii) the sum of (A) the
yearly rate of interest to which the one month Canadian Deposit Offered Rate is
equivalent plus (B) one percent (1.0%).


 


“Canadian Prime Rate Loan” shall mean each
Loan bearing interest at the rates provided in section 2.8(c).


 


“Canadian Revolving Commitment” shall mean,
with respect to each Canadian Facility Lender, the amount set forth opposite
such Canadian Facility Lender’s name in Annex I as its “Canadian
Revolving Commitment” as the same may be reduced from time to time pursuant to
any one or more of sections 6.1, 6.2 and 12.2 or adjusted
from time to time as a result of assignments to or from such Canadian Facility
Lender pursuant to section 15.4.


 


“Canadian Revolving Commitment
Acceptance” shall have the meaning provided in section 2.1(f).


 


“Canadian Revolving Facility” shall mean the
credit facility evidenced by the Total Canadian Revolving Commitment.


 


6





















 


“Canadian Revolving Facility
Percentage” shall mean at any time for any Canadian Facility
Lender, the percentage obtained by dividing such Canadian Facility Lender’s
Canadian Revolving Commitment by the Total Canadian Revolving Commitment, provided, that if the Total Canadian
Revolving Commitment has been terminated, the Canadian Revolving Facility
Percentage for each Canadian Facility Lender shall be determined by dividing
such Lender’s Canadian Revolving Commitment immediately prior to such
termination by the Total Canadian Revolving Commitment immediately prior to
such termination.


 


“Canadian Revolving Loan(s)” shall have the
meaning provided in section 2.1(c).


 


“Canadian Revolving Note” shall have the
meaning provided in section 2.6(a).


 


“Canlyte”
shall have the meaning in the first paragraph of this Agreement.


 


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


 


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


 


“Cash Equivalents”
shall mean any of the following:


 


(i)            securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged in
support thereof) having maturities of not more than one year from the date of
acquisition;


 


(ii)           U.S. dollar denominated time
deposits, certificates of deposit and bankers’ acceptances of (x) any Lender or
(y) any bank whose short-term commercial paper rating from S&P is at least
A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent
thereof (any such bank, an “Approved Bank”),
in each case with maturities of not more than 365 days from the date of
acquisition;


 


(iii)          commercial paper issued by any Lender
or Approved Bank or by the parent company of any Lender or Approved Bank
maturing within 365 days of the date of acquisition, commercial paper issued by,
or guaranteed by, any industrial or financial company, having a short-term
commercial paper rating of at least A-1 or the equivalent thereof by S&P or
at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any
industrial company with a long term unsecured debt rating of at least A or A2,
or the equivalent of each thereof, from S&P or Moody’s, as the case may be,
and in each case maturing within 365 days after the date of acquisition;


 


7





















 


(iv)          investments in money market funds or
mutual funds substantially all the assets of which are comprised of securities
of the types described in clauses (i) through (iii) above and (v) below;
and


 


(v)           obligations issued or guaranteed by
any state or political subdivision thereof and rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s (if rated as short-term obligations) or with a long term unsecured debt
rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody’s, as the case may (if rated as long-term obligations).


 


“Cash Proceeds”
shall mean, with respect to any Asset Sale, the aggregate cash payments
(including any cash received by way of deferred payment pursuant to a note
receivable issued in connection with such Asset Sale, other than the portion of
such deferred payment constituting interest, but only as and when so received)
received by the Borrowers and/or any Subsidiary from such Asset Sale.


 


“CDOR Loans” shall mean each Loan bearing
interest at the rates provided in section 2.8(d).


 


“CDOR Rate” shall mean, for a CDOR Loan, the
rate per annum that is equal to the cost of raising Canadian Dollars for the
applicable Interest Period as determined by the Canadian Administrative Agent; provided that such cost of funds shall not
exceed the Canadian Deposit Offered Rate, plus 10
Basis Points.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601
et seq.


 


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


 


(a)           any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act)
who is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for the purposes of this clause (a) such
person shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 25% of either the aggregate ordinary voting power or the aggregate equity
value represented by the issued and outstanding capital stock in Genlyte Group;


 


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


 


8





















 


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


 


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


 


“Chase Bank”
shall mean JPMorgan Chase Bank, N.A., a national banking association and
successor by merger to Bank One, N.A., together with its successors and
assigns.


 


“Chase Bank Toronto” shall mean JPMorgan Chase
Bank, N.A., Toronto Branch, a national banking association and successor by
merger to Bank One, NA, Canada Branch, together with its successors and
assigns.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Canadian Revolving Loans or
Domestic Revolving Loans.


 


“Closing Date”
shall mean the date, on or after the Effective Date, upon which the conditions
specified in section 8.1 are satisfied.


 


“Co-Documentation
Agent” shall have the meaning provided in the
preamble to this Agreement.


 


“Co-Lead Arrangers” shall have the meaning
provided in the preamble to this Agreement.


 


“Code” shall
mean the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder. Section references to the Code are to
the Code, as in effect at the Effective Date and any subsequent provisions of
the Code, amendatory thereof, supplemental thereto or substituted therefor.


 


“Collateral”
shall mean any collateral covered by any Security Document.


 


“Commitment”
shall mean with respect to each Lender its Domestic Revolving Commitment, if
any, its Swing Line Revolving Commitment, if any, or its Canadian Revolving
Commitment, if any, as the case may be.


 


9





















 


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


 


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


 


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


 


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


 


“Consolidated EBIT”
shall mean, for any period, Consolidated Net Income for such period; plus (A) the sum (without
duplication) of the amounts for such period included in determining such
Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated
Income Tax Expense, and (iii) extraordinary and other non-recurring
non-cash losses and charges; minus (B) extraordinary gains on sales of assets
and other extraordinary or other non-recurring gains, of Genlyte Group and its
Subsidiaries, calculated on a consolidated basis, and determined in accordance
with GAAP.


 


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


 


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


 


“Consolidated Interest Coverage Ratio” shall
mean, for any Testing Period the ratio of (i) Consolidated EBIT for such
Testing Period, to (ii) Consolidated Interest Expense for such Testing
Period as determined at the end of any fiscal quarter.


 


“Consolidated Interest
Expense” shall mean, for any period, the total interest expense
(including that which is capitalized, that which is attributable to Capital Leases
(but not to Synthetic Leases) and the pre-tax equivalent of dividends payable
on Redeemable Stock that has a liquidation preference over common stock, and
that which is “Yield”, as defined in the Qualified Receivables Purchase
Agreement) of Genlyte Group and its Subsidiaries, calculated on a consolidated
basis and determined in accordance with GAAP, with respect to all outstanding


 


10





















 


Indebtedness of the Genlyte Group and its Subsidiaries, including, without
limitation, all commissions, discounts and other fees and charges owed with
respect to letters of credit and net obligations under Financial Hedge
Agreements, but excluding, however, any
interest expense in respect of any amortization or write-off of deferred
financing costs and any charges for prepayment penalties on prepayment of
Indebtedness.


 


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


 


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


 


“Consolidated Total Debt”
shall mean, at any time, the aggregate principal amount (or Capitalized Lease
Obligation, in the case of a Capital Lease, or present value, based on the
implicit interest rate, in the case of any Synthetic Lease, or the higher of
liquidation value or stated value, in the case of Redeemable Stock) of all
Indebtedness of Genlyte Group and its Subsidiaries, without duplication,
determined on a consolidated basis, including, without limitation, the “Aggregate
Capital” (as defined in the Qualified Receivables Purchase Agreement) at such
time.


 


“Continue”, “Continuation” and “Continued” each refers to a
continuation of a (i) Domestic Revolving Loan which is a Eurodollar Loan
for an additional Interest Period as provided in section 2.9 or (ii) Canadian
Revolving Loan which is a CDOR Loan for an additional Interest Period as
provided in section 2.9.


 


“Convert”, “Conversion” and “Converted” each refers to a
conversion of (i) Loans of one Class and of one Type into Loans of
such Class of another Type, pursuant to section 2.7, 2.9(b), 2.10
or 7.2.


 


“Credit Documents”
shall mean this Agreement, any Security Documents and the Notes and any Letter
of Credit Documents.


 


“Credit Party”
shall mean each of the Borrowers, the Guarantors and any other Subsidiary that
is a party to any of the Credit Documents. 
Without limiting the generality of the preceding sentence, the
Receivables Facility Subsidiary shall not be deemed to be a Credit Party.


 


“Default”
shall mean any event, act or condition which with notice or lapse of time, or
both, would constitute an Event of Default.


 


“Defaulting Lender”
shall mean any Lender with respect to which a Lender Default is in effect.


 


“Dollars”, “U.S. dollars”, “dollars”
and the sign “$” each means lawful money of
the United States.


 


11





















 


“Domestic Facility Borrower” shall mean
Genlyte Group, Genlyte Thomas, Genlyte Holdings, and Genlyte Lighting and its
successors and assigns, together with such Wholly-Owned Subsidiaries of Genlyte
Group as may from time to time execute an Additional Borrower Joinder which is
accepted by the Administrative Agents and the Required Lenders pursuant to section 1.5
of this Agreement and otherwise satisfies the terms and conditions of this
Agreement.


 


“Domestic Facility
Guarantors” shall mean Genlyte Intangible Inc., Shakespeare
Composite Structures LLC, GTG Intangible and Genlyte Canadian Holdings, LLC,
and their respective successors and assigns, and any other Material Subsidiary,
and its respective successors and assigns, that in accordance with section 10.12(a) executes
and delivers to the Administrative Agents a Guaranty Agreement in substantially
the form attached as Exhibit G-2 for the benefit of each of the Administrative
Agents and each of the Lenders.


 


“Domestic Facility Lender” shall mean a Lender
having a Domestic Revolving Commitment.


 


“Domestic Facility Letter
of Credit” shall have the meaning provided in section 3.1.


 


“Domestic Facility Letter of Credit Exposure”
means, at any time, the aggregate undrawn amount of all Domestic Facility
Letter of Credit Outstandings at such time. 
The Domestic Facility Letter of Credit Exposure of any Domestic Facility
Lender at any time will be its Domestic Revolving Facility Percentage of the
total Domestic Facility Letter of Credit Exposure at such time.


 


“Domestic Facility Letter
of Credit Obligor” shall have the meaning provided in section 3.1.


 


“Domestic Facility Letter
of Credit Outstandings” shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Domestic Facility Letters of Credit and (ii) the aggregate amount of all
Unpaid Domestic Facility Drawings.


 


“Domestic Facility Letter
of Credit Request” shall have the meaning provided in section 3.2.


 


“Domestic Facility Participant”
shall have the meaning provided in section 3.4(a).


 


“Domestic Lending Office”
shall mean, with respect to any Domestic Facility Lender, the office of such
Lender specified as its Domestic Lending Office in Annex I or in the
Assignment and Assumption Agreement pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify
to the Borrowers and the Domestic Administrative Agent.


 


“Domestic Prime Rate”
shall mean, for any period, (a) except in the case of Canadian Revolving
Loans denominated in Dollars, a fluctuating interest rate per annum as shall be
in effect from time to time which rate per annum shall at all times be equal to
the greater of (i) the rate of interest established by National City Bank
at its principal office in Cleveland, Ohio, from time to time, as its prime
rate, whether or not publicly announced, which interest rate may or


 


12





















 


may not be the lowest rate charged by it for commercial loans or other
extensions of credit; and (ii) the Federal Funds Effective Rate in effect
from time to time plus 1/2 of 1% per annum, and
(b) in the case of Canadian Revolving Loans denominated in Dollars, a
fluctuating interest rate per annum as shall be in effect from time to time
which rate per annum shall at all times be equal to the greater of (i) the
rate of interest established by Chase Bank at its principal office in New York,
New York, from time to time, as its prime rate, whether or not publicly
announced, which interest rate may or may not be the lowest rate charged by it
for commercial loans or other extensions of credit; and (ii) the Federal
Funds Effective Rate in effect from time to time plus
1/2 of 1% per annum.


 


“Domestic Prime Rate Loan”
shall mean each Loan bearing interest at the rate provided in section 2.8(a).


 


“Domestic Revolving
Commitment” shall mean, with respect to each Domestic Facility
Lender, the amount set forth opposite such Lender’s name in Annex I as
its “Domestic Revolving Commitment” as the same may be reduced from time to
time pursuant to any one or more of sections 6.1, 6.2 and 12.2
or adjusted from time to time as a result of assignments to or from such Lender
pursuant to section 15.4.


 


“Domestic Revolving Commitment
Acceptance” shall have the meaning provided in section 2.1(e).


 


“Domestic Revolving
Facility” shall mean the credit facility evidenced by the Total
Domestic Revolving Commitment.


 


“Domestic Revolving Facility
Percentage” shall mean at any time for any Domestic Facility
Lender, the percentage obtained by dividing such Lender’s Domestic Revolving
Commitment by the Total Domestic Revolving Commitment, provided,
that if the Total Domestic Revolving Commitment has been terminated, the
Domestic Revolving Facility Percentage for each Domestic Facility Lender shall
be determined by dividing such Lender’s Domestic Revolving Commitment
immediately prior to such termination by the Total Domestic Revolving
Commitment immediately prior to such termination.


 


“Domestic Revolving Loan”
shall have the meaning provided in section 2.1(a).


 


“Domestic Revolving Note”
shall have the meaning provided in section 2.6(a).


 


“Domestic Subsidiary”
shall mean any Subsidiary organized under the laws of the United States of
America, any State thereof, the District of Columbia, or any United States
possession, the chief executive office and principal place of business of which
is located in, and which conducts the majority of its business within, the
United States of America and its territories and possessions.


 


“Effective Date”
shall have the meaning provided in section 15.10.


 


“Eligible Transferee”
shall mean and include a commercial bank, financial institution or other “accredited
investor” (as defined in SEC Regulation D), in each case which is identified in


 


13





















 


a written notice from the Domestic Administrative Agent or a requesting
Lender to the Borrowers, and not disapproved in writing by Genlyte Group in a
notice given to the Domestic Administrative Agent and any such requesting
Lender, specifying the reasons for such disapproval, within five Business Days
following the receipt by the Borrowers of such notice disclosing the identity
of any proposed transferee (any such disapproval by Genlyte Group must be
reasonable), provided that Genlyte Group
shall not be entitled to exercise the foregoing right of disapproval if and so
long as any Default under section 12.1(a) or an Event of
Default shall have occurred and be continuing, unless a Borrower would incur additional
costs, withholding obligations or other reimbursement obligations under any one
or more of section 2.10, section 3.5, section 4.5
and section 7.4(a) that are not then being paid or performed
in respect of the transferring Lender and such Borrower has not otherwise
exercised its right to replace such Eligible Transferee under section 7.4(b),
in which case Genlyte Group will be entitled to exercise the foregoing right of
disapproval.


 


“Employee Plans” shall have the meaning
provided in section 9.14(b).


 


“Environmental Claims”
shall mean any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of non-compliance or violation,
investigations or proceedings relating in any way to any Environmental Law or
any permit issued under any such law (hereafter “Claims”),
including, without limitation, (i) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (ii) any
and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
the storage, treatment or Release (as defined in CERCLA) of any Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.


 


“Environmental Law”
shall mean any applicable Federal, state, provincial, foreign or local statute,
law, rule, regulation, ordinance, code, binding and enforceable guideline,
binding and enforceable written policy and rule of common law now or
hereafter in effect and in each case as amended, and any binding and
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment issued to or
rendered against a Borrower or any of its Subsidiaries relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. § 2601 et seq.; the Clean Air Act,
42 U.S.C. § 7401 et seq.;
the Safe Drinking Water Act, 42 U.S.C. § 3803 et
seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and
the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material
Transportation Act, 49 U.S.C. § 1801 et seq. and
the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates
occupational exposure to Hazardous Materials); and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder. Section references
to ERISA are to ERISA, as in effect at the Effective Date and any subsequent
provisions of ERISA, amendatory thereof, supplemental thereto or substituted
therefor.


 


14





















 


“ERISA Affiliate”
shall mean each person (as defined in section 3(9) of ERISA) which
together with a Borrower or any or their respective Subsidiaries would be
deemed to be a “single employer” (i) within the meaning of section 414(b),
(c), (m) or (o) of the Code or (ii) as a result of that Borrower’s or that
Subsidiary’s being or having been a general partner of such person.


 


“Eurodollar Lending Office”
shall mean, with respect to any Domestic Facility Lender, the office of such
Lender specified as its Eurodollar Lending Office in Annex I or in the
Assignment and Assumption Agreement pursuant to which it became a Lender, or
such other office or offices for Eurodollar Loans of such Lender as such Lender
may from time to time specify to the Borrowers and the Domestic Administrative
Agent.


 


“Eurodollar Loans”
shall mean each Loan bearing interest at the rates provided in section 2.8(b).


 


“Eurodollar Rate”
shall mean with respect to each Interest Period for a Eurodollar Loan, (i) the
rate per annum which appears on page 5 of the Telerate Screen for
Eurodollar loans (or on any successor or substitute page, or on any electronic
publication of a recognized service organization providing comparable rate
quotations, in any case as determined from time to time by, as applicable, the
Domestic Administrative Agent or the Canadian Administrative Agent) for
deposits of $1,000,000 in same day funds for a maturity corresponding to such
Interest Period, as of 11:00 A.M. (as the case may be, Cleveland, Ohio or
Toronto, Ontario time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded upward to the
nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves and without
benefit of credits for proration, exceptions or offsets which may be available
from time to time) applicable to, as the case may be, any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D) or
any Canadian Facility Lender.


 


In the event that such rate is not available
at such time for any reason, the rate referred to in clause (i) above
shall be the interest rate per annum equal to the average (rounded upward to
the nearest 1/16th of 1% per annum), of the rate per annum at which Dollar
deposits of $1,000,000 for a maturity corresponding to the Interest Period are
offered to each of the Reference Banks by prime banks in the London interbank
Eurodollar market, determined as of 11:00 A.M. (London time) on the date
which is two Business Days prior to the commencement of such Interest Period.


 


“Event of Default”
shall have the meaning provided in section 12.1.


 


“Excluded Taxes” shall mean, with respect to any Lender,


 


(i)                                     any income or
franchise tax imposed on or measured by the net income or net profits,
receipts, capital or net worth of such Lender (a) pursuant to, in the case
of a Domestic Facility Lender, the laws of the United States and, in the case
of a Canadian Facility Lender, the laws of Canada (or of any jurisdiction within,
as the case may be, the United States or Canada, except to the extent that such
jurisdiction within the United States or


 


15





















 


Canada imposes such tax solely in connection
with such Lender’s enforcement of its rights or exercise of its remedies under
the Credit Documents), (b) pursuant to the laws of the jurisdiction under
which such Lender is organized, (c) pursuant to the laws of the
jurisdiction in which the principal office of such Lender is located, or (d) pursuant
to the laws of the jurisdiction in which the Applicable Lending Office of such
Lender is located,


 


(ii)                                  any
branch profits tax imposed pursuant to, in the case of a Domestic Facility
Lender, the laws of the United States and, in the case of a Canadian Facility
Lender, the laws of the Dominion of Canada or similar tax pursuant to the laws
of any other jurisdiction described in clause (i), above, and


 


(iii)                               in
the case of any Foreign Lender, any withholding tax that (a) is in effect
and would apply to amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement or designates a new Applicable
Lending Office or (b) is attributable to such Foreign Lender’s failure to
comply with its obligations under section 7.4(c).


 


Notwithstanding the foregoing, (A) any tax (even if imposed on or
measured by income, profits or receipts) payable pursuant to paragraph (ii) of
section 7.4(a) shall not be an Excluded Tax, and (B) a
withholding tax will not be an Excluded Tax to the extent that (1) it is
imposed on amounts payable to a Foreign Lender by reason of an assignment made
to such Foreign Lender at the Borrowers’ request pursuant to section 7.4(b),
(2) it is imposed on amounts payable to a Foreign Lender by reason of any
other assignment and does not exceed that amount for which the assignor would
have been indemnified under section 7.4(a), or (3) in the case
of designation of a new Applicable Lending Office, it does not exceed the
amount for which such Foreign Lender would have been indemnified if it had not
designated a new Applicable Lending Office.


 


“Existing Credit Agreement”, “Existing Letters of Credit”, “Existing Canadian Revolving Loans”, “Existing Canadian Letters of Credit”,
“Existing Domestic Revolving Loans”, “Existing Domestic Letters of Credit”,
“Existing Domestic Term Loans” and “Existing Domestic Term Loan Lenders”
shall have the meanings provided in the Preliminary Statements.


 


“Existing Indebtedness”
shall have the meaning provided in section 9.18.


 


“Existing Indebtedness
Agreements” shall have the meaning provided in section 9.18.


 


“Facility”
shall mean the Domestic Revolving Facility, the Swing Line Revolving Facility,
or the Canadian Revolving Facility, as applicable.


 


“Facility Fee”
shall have the meaning provided in section 5.1(a).


 


“Facing Fee”
shall have the meaning provided in section 5.2(c).


 


“Federal Funds Effective
Rate” shall mean, for any period, a fluctuating interest rate
equal for each day during such period to the weighted average of the rates on
overnight Federal Funds transactions with members of the Federal Reserve System
arranged by Federal Funds brokers, as published for such day (or, if such day
is not a Business Day, for the next preceding


 


16





















 


Business Day) by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Domestic
Administrative Agent from three Federal Funds brokers of recognized standing
selected by, as applicable, the Domestic Administrative Agent or the Canadian
Administrative Agent.


 


“Fee Letter” shall have the meaning provided
in section 5.2(b).


 


“Fees” shall
mean all amounts payable pursuant to, or referred to in, section 5.


 


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


 


“Financial Projections”
shall have the meaning provided in section 9.8(b).


 


“Flex
Eurodollar Loan” shall mean each Swing Line
Revolving Loan bearing interest at the rates provided in section 2.8(e).


 


“Flex
Eurodollar Rate” shall mean for each day on which
a Flex Eurodollar Loan is outstanding, (i) the rate per annum determined
by the Domestic Administrative Agent to appear on such date on page 5 of
the Telerate Screen for Eurodollar loans (or on any successor or substitute
page, or on any electronic publication of a recognized service organization
providing comparable rate quotations, in any case as determined from time to
time by the Domestic Administrative Agent) for deposits of $1,000,000 in same
day funds, for a maturity corresponding to an Interest Period of one month, as
of 11:00 A.M. (Cleveland, Ohio time), with each such Flex Eurodollar Rate
being re-determined in such manner on each Business Day on which such Flex Eurodollar
Loan is outstanding, divided (and rounded upward to the nearest 1/16th of 1%)
by (ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets which may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D).


 


In the event that such rate is not available
at such time for any reason, the rate referred to in clause (i) above
shall be the interest rate per annum equal to the average (rounded upward to
the nearest 1/16th of 1% per annum), of the rate per annum at which Dollar
deposits of $1,000,000 for a maturity corresponding to the one-month Interest
Period are offered to each of the Reference Banks by prime banks in the London
interbank Eurodollar market, determined as of 11:00 A.M. (London time) on
each day that such Flex Eurodollar Loan is outstanding and being re-determined
on a daily basis as provided above.


 


“Foreign Borrower” shall mean any Borrower
which is a Foreign Subsidiary.


 


17





















 


“Foreign Lender” shall mean, as to Domestic
Facility Lenders, any Lender that is organized under the laws of a jurisdiction
outside of the United States; and, as to Canadian Facility Lenders, any Lender
that is organized under the laws of a jurisdiction outside of Canada.


 


“Foreign Subsidiary”
shall mean any Subsidiary that is not a Domestic Subsidiary.


 


“GAAP” shall
mean accounting principles generally accepted in the United States as in effect
from time to time; it being understood and agreed that determinations in
accordance with GAAP for purposes of section 11, including defined
terms as used therein, are subject (to the extent provided therein) to sections
1.3 and 15.7(a).


 


“Genlyte Group” shall have the meaning in the
first paragraph of this Agreement.


 


“Genlyte General Nova Scotia” shall have the
meaning provided in the first paragraph of this Agreement.


 


“Genlyte Limited Nova Scotia” shall have the
meaning provided in the first paragraph of this Agreement.


 


“Genlyte Thomas” shall have the meaning
provided in the first paragraph of this Agreement.


 


“GTG Intangible” shall mean GTG Intangible
Holdings, LLP, a Delaware limited liability company, its successor and assigns.


 


“Guaranteed Obligations” shall have the meaning
provided in section 14.1.


 


“Guaranties”
shall mean each of the Guaranty Agreements, of even date herewith, in favor of
the applicable Administrative Agents and the applicable Lenders from one of the
Guarantors, and any other Guaranty Agreements executed after the date hereof by
another Guarantor as the same may be amended or modified from time to time.


 


“Guarantor”
shall mean any of the Domestic Facility Guarantors and the Canadian Facility
Guarantors and “Guarantors”
shall mean, collectively, the Domestic Facility Guarantors and the Canadian
Facility Guarantors.  Without limiting
generality of the preceding sentence, the Receivables Facility Subsidiary shall
not be a Guarantor.


 


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


 


18





















 


harmless the owner of such primary Indebtedness against loss in respect
thereof, provided, however, that the
term Guaranty Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guaranty Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary Indebtedness in respect of which such
Guaranty Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such person is
required to perform thereunder) as determined by such person in good faith.


 


“Hazardous Materials”
shall mean (i) any petrochemical or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (ii) any chemicals, materials or substances defined as or included in
the definition of “hazardous substances”, “hazardous wastes”, “hazardous
materials”, “restricted hazardous materials”, “extremely hazardous wastes”, “restrictive
hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”,
or words of similar meaning and regulatory effect, under any applicable
Environmental Law.


 


“Hedge Agreement”
shall mean any Commodity Hedge Agreement and any Financial Hedge Agreement.


 


“Increased Commitment Canadian Facility Lender”
shall have the meaning provided in section 2.1(f).


 


“Increased Commitment Domestic
Facility Lender” shall have the meaning provided in section 2.1(e).


 


“Indebtedness”
of any person shall mean without duplication:


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)         all Capitalized Lease Obligations of
such person;


 


19





















 


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


 


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


 


(x)            the full outstanding balance of
trade receivables, notes or other instruments sold with full recourse for
amounts that are uncollectible on account of the insolvency, bankruptcy or lack
of creditworthiness of the applicable obligor thereof (and the portion thereof
subject to potential recourse for such amounts, if sold with limited recourse),
other than in any such case any thereof sold solely for purposes of collection
of delinquent accounts;


 


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


 


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


 


provided that (a) neither
trade payables nor other similar accrued expenses, in each case arising in the
ordinary course of business, nor obligations in respect of insurance policies
or performance or surety bonds which themselves are not guarantees of
Indebtedness (nor drafts, acceptances or similar instruments evidencing the
same nor obligations in respect of letters of credit supporting the payment of
the same) that are no more than forty-five days delinquent, shall constitute
Indebtedness; and (b) the Indebtedness of any person shall in any event
include (without duplication) the Indebtedness of any other entity (including
any general partnership in which such person is a general partner) to the
extent such person is liable thereon as a result of such person’s ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide expressly that such person is not liable
thereon.


 


“Interest Period”
with respect to any Eurodollar Loan and any CDOR Loan shall mean the interest
period applicable thereto, as determined pursuant to section 2.9; provided, however, that
for purposes of determining the fluctuating rate of interest applicable to Flex
Eurodollar Loans, “Interest Period” shall mean one month.


 


“Leaseholds”
of any person means all the right, title and interest of such person as lessee
or licensee in, to and under leases or licenses of land, improvements and/or
fixtures.


 


“Lender” shall have the meaning provided in
the first paragraph of this Agreement, and shall include any Domestic Facility
Lender and any Canadian Facility Lender.


 


“Lender Default”
shall mean (i) the refusal (which has not been retracted) of a Lender in
violation of its obligations under this Agreement to make available its portion
of any incurrence of Loans, to fund its portion of any Swing Line Participation
Amount under section 2.5(b), or to fulfill is obligations as a
Participant with respect to Letters of Credit under section 3.4 or Section 4.4  (ii) a Lender having notified the
Administrative Agents and/or the Borrowers that it does not intend to comply
with such obligations, in the case of either (i) or (ii) as a result
of the


 


20





















 


appointment of a receiver or conservator with respect to such Lender at
the direction or request of any regulatory agency or authority.


 


“Lender Register”
shall have the meaning provided in section 15.16.


 


“Letter of Credit”
shall mean a Domestic Facility Letter of Credit or a Canadian Facility Letter
of Credit, as applicable, and “Letters of Credit” shall mean,
collectively, the Domestic Facility Letters of Credit and Canadian Facility
Letters of Credit and shall include without limitation the Existing Letters of
Credit.


 


“Letter of Credit Documents”
shall have the meaning provided in section 3.2(a).


 


“Letter of Credit Fee”
shall have the meaning provided in section 5.2(b).


 


“Letter of Credit Issuer”
shall have the meaning provided in the first paragraph of this Agreement, together
with such other Lender that is requested, and agrees, to so act by the
Borrowers, and is approved by the Administrative Agents.


 


“Lien” shall
mean any mortgage, pledge, security interest, encumbrance, lien, lease or
charge of any kind (including any agreement or consignment arrangement to give
any of the foregoing, any conditional sale or other title retention agreement
or any lease in the nature thereof).


 


“Loan” shall
have the meaning provided in section 2.1 and shall include any
Domestic Revolving Loan, Swing Line Revolving Loan, or Canadian Revolving Loan,
as the case may be.


 


“Lumec”
shall have the meaning in the first paragraph of this Agreement.


 


“Lumec Holding”
shall have the meaning in the first paragraph of this Agreement.


 


“Margin Stock”
shall have the meaning provided in Regulation U.


 


“Material Adverse Effect”
shall mean any or all of the following:  (i) any
material adverse effect on the business, operations, property, prospects,
assets, liabilities or condition (financial or otherwise) of, when used with
reference to the Borrowers, or any of their respective Subsidiaries, the
Borrowers and such Subsidiaries, taken as a whole, or when used with reference
to any other person, such person and its Subsidiaries, taken as a whole, as the
case may be; (ii) any material adverse effect on the ability of each of
the Credit Parties to perform its obligations under the Credit Documents to
which it is a party; (iii) any material adverse effect on the ability of
the Borrowers, the Guarantors and their respective Subsidiaries, taken as a
whole, to pay their liabilities and obligations as they mature or become due;
or (iv) any material adverse effect on the validity, effectiveness or
enforceability, as against any Credit Party,
of any of the Credit Documents to which it is a party.


 


“Material Subsidiary”
shall mean, at any time, any Subsidiary of Genlyte Group (i) that has
assets at such time comprising three percent (3%) or more of the consolidated
assets of Genlyte Group, or (ii) whose operations in the current fiscal
year are expected to, or whose


 


21





















 


operations in the most recent fiscal year did (or would have if such
person had been a Subsidiary for such entire fiscal year), represent three
percent (3%) or more of the consolidated earnings before interest, taxes,
depreciation and amortization of Genlyte Group for such fiscal year; provided, however,
that notwithstanding the foregoing , the term “Material Subsidiary” shall (a) include,
without limitation, Genlyte Thomas, Genlyte Holdings, Genlyte Lighting, Genlyte
Limited Nova Scotia, Genlyte General Nova Scotia, Genlyte Canadian Holdings,
LLC, Genlyte Intangible Inc., Shakespeare Composite Structures LLC, GTG
Intangible, Genlyte International Acquisitions LP, Canlyte Inc., Ledalite
Architectural Products LP, Lumec Holding Corp., Lumec Inc., GTG
International Acquisitions LP, Genlyte Thomas Group Nova Scotia ULC and
any other Subsidiary which becomes a Borrower hereunder and (b) not
include the Receivables Facility Subsidiary.


 


“Maturity Date”
shall mean October 31, 2010, or such earlier date on which the Total
Revolving Commitment is terminated.


 


“Minimum Borrowing Amount”
shall mean (i) for Domestic Revolving Loans that are (A) Domestic
Prime Rate Loans, $500,000, with minimum increments thereafter of $100,000, or (B) Eurodollar
Loans, $2,000,000, with minimum increments thereafter of $1,000,000; (ii) for
Swing Line Revolving Loans, $500,000, with minimum increments thereafter of
$100,000; and (iii) for Canadian Revolving Loans that are (A) Canadian
Prime Rate Loans, CDN$500,000, with minimum increments thereafter of
CDN$100,000, (B) CDOR Loans, CDN$2,000,000, with minimum increments
thereafter of CDN$500,000, (C) Domestic Prime Rate Loans, $500,000, with
minimum increments thereafter of $100,000, or (D) Eurodollar Loans,
$2,000,000, with minimum increments thereafter of $1,000,000.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer Plan”
shall mean a multiemployer plan, as defined in section 4001(a)(3) of
ERISA to which a Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions or has within any of the preceding five plan
years made or accrued an obligation to make contributions.


 


“Multiple Employer Plan”
shall mean an employee benefit plan, other than a Multiemployer Plan, to which
a Borrower or any ERISA Affiliate, and one or more employers other than the
Borrowers or an ERISA Affiliate, is making or accruing an obligation to make
contributions or, in the event that any such plan has been terminated, to which
a Borrower or an ERISA Affiliate made or accrued an obligation to make
contributions during any of the five plan years preceding the date of
termination of such plan.


 


“NCB” shall
mean National City Bank of Kentucky, a national banking association, together
with its successors and assigns.


 


“Net Cash Proceeds”
shall mean, with respect to any Asset Sale, the Cash Proceeds resulting
therefrom net of (i) commissions, cost valuations and other reasonable and
customary expenses of sale incurred in connection with such Asset Sale, and
other reasonable and customary fees and expenses incurred, and all state, and
local taxes paid or reasonably estimated to be payable by such person, as a
consequence of such Asset Sale and the payment of principal,


 


22





















 


premium and interest of Indebtedness secured by the asset which is the
subject of the Asset Sale and required to be, and which is, repaid under the terms
thereof as a result of such Asset Sale, (ii) amounts of any distributions
payable to holders of minority interests in the relevant person or in the
relevant property or assets and (iii) incremental income taxes paid or
payable as a result thereof.


 


“Non-Defaulting Lender”
shall mean each Lender other than a Defaulting Lender.


 


“Non-Increasing Canadian Facility
Lender” shall have the meaning provided in section 2.1(f).


 


“Non-Increasing Domestic Facility
Lender” shall have the meaning provided in section 2.1(e).


 


“Note” shall
mean a Domestic Revolving Note, a Swing Line Revolving Note or a Canadian
Revolving Note.


 


“Notice of Borrowing”
shall have the meaning provided in section 2.3(a).


 


“Notice of Continuation”
shall have the meaning provided in section 2.9(a).


 


“Notice of Conversion”
shall have the meaning provided in section 2.7.


 


“Notice Office”
shall mean (i) with respect to the Domestic Administrative Agent, the
office of the Domestic Administrative Agent at 629 Euclid Avenue, Second Floor,
Cleveland, Ohio 44114, Attention: Agent Services Division, Locator number 3028
(facsimile: (216) 222-0103), or such other office, located in a city in the
United States Eastern Time Zone, as the Domestic Administrative Agent may
designate to the Borrowers or Lenders from time to time and (ii) with
respect to the Canadian Administrative Agent, the office of the Canadian
Administrative Agent at 161 Bay Street, Suite 4240, Toronto, Ontario
M5J2S1 (facsimile: (416)
363-7574), or such other office as
the Canadian Administrative Agent may designate to the Borrowers or Lenders
from time to time.


 


“Notice of Swing Line
Refunding” shall have the meaning provided in section 2.5(a).


 


“Obligations”
shall mean (a) all amounts, direct or indirect, contingent or absolute, of
every type or description, and at any time existing, owing by any of the
Borrowers or any other Credit Party to either Administrative Agent or any
Lender pursuant to the terms of this Agreement or any other Credit Document and
(b) all amounts direct or indirect, contingent or absolute, of every type
or description, and at any time existing, owing by Genlyte Group or any of its
Material Subsidiaries under and pursuant to a Specified Hedge Agreement; provided, that (i) Obligations
of Genlyte Group or any Material Subsidiary under any Specified Hedge Agreement shall be
secured and guaranteed pursuant to the Security Documents only to the extent
that, and for so long as, the other Obligations are so secured and guaranteed, (ii) any
release of Collateral or Guarantors effected in the manner permitted by this
Agreement shall not require the consent of holders of obligations under
Specified Hedge Agreements (other
than, as to any such holders that are Lenders, in their capacity as Lenders
hereunder), and (iii) the amount


 


23





















 


of Obligations under any Specified Hedge Agreement that is guaranteed and secured by the
Security Documents shall not exceed the amount that would be payable (or would
permit the Lender or Lender Affiliate counterparty thereto to cause to become
payable) by, as the case may be, Genlyte Group or its Material Subsidiary that
is party thereto (after giving effect to any netting agreement) upon the
occurrence of any default or other termination thereunder (after notice and
opportunity to cure to the extent, if any, provided for in such Specified Hedge Agreement).


 


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


 


“Participant” shall mean a
Domestic Facility Participant and/or a Canadian Facility Participant, as
applicable.


 


“Payment Office”
shall mean (i) with respect to Borrowings under the Domestic Revolving
Facility or the Swing Line Revolving Facility, the office of the Domestic
Administrative Agent at 629 Euclid Avenue, Second Floor, Cleveland, Ohio 44114,
Attention: Agent Services Division, Locator number 3028 (facsimile: (216)
222-0103), or such other office, located in a city in the United States Eastern
Time Zone, as the Domestic Administrative Agent may designate to the Borrowers
or Domestic Facility Lenders from time to time and (ii) with regard to
Borrowings under the Canadian Revolving Facility, the office of the Canadian
Administrative Agent at 161 Bay Street, Suite 4240, Toronto, Ontario
M5J2S1 (facsimile: (416)
363-7574), or such other office as
the Canadian Administrative Agent may designate to the Borrowers or Canadian
Facility Lenders from time to time.


 


“PBGC” shall
mean the Pension Benefit Guaranty Corporation established pursuant to section 4002
of ERISA, or any successor thereto.


 


“Permitted Acquisition”
shall mean and include any Acquisition as to which all of the following
conditions are satisfied:


 


(i)            such Acquisition involves a line or
lines of business which is complementary to the lines of business in which a
Borrower or any of its Material Subsidiaries, as the case may be, making the
Acquisition is engaged on the Effective Date, unless
the Required Lenders specifically approve or consent to such Acquisition in
writing;


 


(ii)           such Acquisition is not actively
opposed by the Board of Directors (or similar governing body) of the selling
person or the person whose equity interests are to be acquired, unless all of the Lenders
specifically approve or consent to such Acquisition in writing; and


 


(iii)          Genlyte Group has reasonably
determined that, on a pro
forma basis, such Acquisition is not likely to cause a breach of
the financial covenants contained in sections 11.7 and 11.8;


 


24





















 


provided, that
the term Permitted Acquisition specifically excludes any loans, advances or
minority investments otherwise permitted pursuant to section 11.5.


 


“Permitted Liens”
shall mean Liens described in section 11.3.


 


“Person” or “person” shall mean any
individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.


 


“Plan” shall
mean any pension plan as defined in section 3(2) of ERISA and any
multiemployer or single-employer plan as defined in section 4001 of ERISA,
which is maintained or contributed to by (or to which there is an obligation to
contribute by) a Borrower or any Subsidiary or an ERISA Affiliate, and each
such plan for the five year period immediately following the latest date on
which a Borrower or any Subsidiary or an ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.


 


“Pledge Agreement”
shall mean each Pledge Agreement between Genlyte Group, Genlyte Thomas, Genlyte
Intangible Inc., Canlyte, Lumec Holding or other Credit Party, and the
Administrative Agents, as collateral agents, as the same may be amended or
modified from time to time, which secures the Obligations.


 


“Pledged
Entity” shall mean each Person, the capital stock
or other equity or ownership interests of which has been pledged under a Pledge
Agreement.


 


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


 


“Prohibited Transaction”
shall mean a transaction with respect to a Plan that is prohibited under section 4975
of the Code or section 406 of ERISA and not exempt under section 4975
of the Code or section 408 of ERISA.


 


“Purchase Date”
shall have the meaning provided in section 2.5(b).


 


“Qualified Receivables
Facility Requirements” means, with respect to any accounts
receivable securitization facility entered into by Genlyte Group and any one or
more of its Subsidiaries after the Closing Date, the following requirements:


 


(i)            Genlyte Group shall have delivered
to the Administrative Agent (A) no later than ten (10) Business Days
prior to the effective date of such accounts receivable securitization facility
(or such lesser period as the Administrative Agents may approve in writing),
drafts of any and all documents evidencing, securing or otherwise governing
such accounts receivable securitization facility and (B) no later than
three (3) Business Days prior to the effective date of such accounts
receivable securitization facility (or such lesser period as the Administrative
Agents may approve in writing), final versions of all such documents;


 


25





















 


(ii)           the “seller” (or equivalent party
otherwise named) to Persons who are not Affiliates of Genlyte Group of accounts
receivable under such accounts receivable securitization facility is a
Receivables Facility Subsidiary.


 


(iii)          the maximum amount of “capital” (or
equivalent term used to describe obligations outstanding under such accounts
receivable securitization facility that would be characterized as loan
principal if such accounts receivable securitization facility were structured
as a secured lending facility rather than as a purchase facility) that is
permitted to be outstanding at any time shall not be greater than $110,000,000;


 


(iv)          the scheduled maturity of such
accounts receivable securitization facility shall not be earlier than 362 days
after the initial effective date of such accounts receivable securitization
facility;


 


(v)           the Receivables Facility Subsidiary
thereunder is required to apply all funds available to it (after giving effect
to the allocation of funds to reserves required under the terms of such
accounts receivable securitization facility and to the payment of interest,
principal and other amounts owed under such accounts receivable securitization
facility) to pay the purchase price for accounts receivable;


 


(vi)          the Administrative Agents are
satisfied that the “amortization events” (or equivalent term used to describe
default or termination events in respect of such accounts receivable
securitization facility) in such accounts receivable securitization facility
shall not be made more onerous on Genlyte Group and its Subsidiaries that are
party thereto in any material respect than those contained in the Qualified
Receivables Purchase Agreement, as it provides on the date of this Agreement
(or is modified in accordance with the provisions of this Agreement);


 


(vii)         the Administrative Agents are satisfied
that the degree of recourse to Genlyte Group and Subsidiaries party thereto
under or in respect of such accounts receivable securitization facility shall
not be increased in any material respect from the degree of recourse to Genlyte
Group and its Subsidiaries that are parties to the Qualified Receivables Sale
Agreement, the Qualified Receivables Purchase Agreement and the other
Transaction Documents, as they provide on the date of this Agreement (or are
modified in accordance with the provisions of this Agreement), and in no event
shall Genlyte or any of its Subsidiaries (other than the Receivables Facility
Subsidiary) have recourse liability under such accounts receivable
securitization facility, other than Standard
Securitization Undertakings;


 


(viii)        the Administrative Agents are satisfied
that the covenants of Genlyte Group and its Subsidiaries that are party to such
accounts receivable securitization facility shall not be made more restrictive
(whether through the modification of existing covenants or the provision of
additional covenants) to Genlyte Group and such Subsidiaries in any material
respect than those contained in the Qualified Receivables Sale Agreement, the
Qualified Receivables Purchase Agreement and the other Transaction Documents,
as they provide on the date of this Agreement (or are modified in accordance
with the provisions of this Agreement); provided
that any such


 


26





















 


modification that conforms such covenants of
such parties to such accounts receivable securitization facility to the
covenants of the Borrowers contained in this Agreement shall not be deemed to
make such covenants more restrictive for the purposes of this clause (viii);


 


(ix)           the Administrative Agents are
satisfied that such accounts receivable securitization facility does not, in
any material respect, provide for the transfer of, or the grant of a Lien in, (A) any
property of any Credit Party, other than the Subsidiaries that are parties to
such accounts receivable securitization facility or (B) any property of
Genlyte Group or any of its Subsidiaries that is not of the type or category of
property transferred or encumbered pursuant to, as the case may be, the
Qualified Receivables Sale Agreement, the Qualified Receivables Purchase
Agreement and the other Transaction Documents, as they provide on the date of
this Agreement (or are modified in accordance with the provisions of this
Agreement); and


 


(x)            the parties to this Agreement shall
have executed and delivered to the Administrative Agents such amendment to this
Agreement as the Administrative Agents deem reasonably necessary to amend the
meanings of defined terms used in this Agreement that are defined by reference
to the Qualified Receivables Purchase Agreement, as it provides on the date of
this Agreement (or is modified in accordance with the provisions of this
Agreement), to conform to the equivalent terms defined in the documents
evidencing, securing or otherwise governing such accounts receivable
securitization facility.


 


“Qualified Receivables
Transaction” means (i) collectively, the transactions
entered into by the Receivables Facility Subsidiary and Genlyte Group, Genlyte
Thomas and certain of Genlyte Thomas’ Subsidiaries pursuant to, collectively,
the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase
Agreement and the other Transaction Documents and (ii) any replacement
accounts receivable securitization facility that meets the Qualified
Receivables Facility Requirements.


 


“Qualified
Receivables Purchase Agreement” means the Receivables Purchase
Agreement dated as of August 2, 2004 among the Receivables Facility
Subsidiary, as seller, Genlyte Thomas, as servicer, Jupiter Securitization
Corporation, the banks and other financial institutions party thereto and Chase
Bank, as successor by merger to Bank One, NA (Main Office Chicago), as agent,
as such agreement may be amended, restated or otherwise modified from time to
time in accordance with the provisions of this Agreement.


 


“Qualified Receivables Sale Agreement” means the Receivables
Sale Agreement dated as of August 2, 2004, among Genlyte Thomas and
certain of its Subsidiaries from time to time party thereto, as sellers, and
the Receivables Facility Subsidiary,
as purchaser, as such agreement may be amended, restated or otherwise modified
from time to time in accordance with the provisions of this Agreement.


 


“RCRA” shall
mean the Resource Conservation and Recovery Act, as the same may be amended
from time to time, 42 U.S.C. § 6901 et seq.


 


27





















 


“Real Property”
of any person shall mean all of the right, title and interest of such person in
and to land, improvements and fixtures, including Leaseholds.


 


“Receivables”
shall have the meaning provided in the Qualified Receivables Purchase
Agreement.


 


“Receivables Facility
Assets” means, collectively, (i) all Receivables which are
described as being transferred by Genlyte Thomas or certain of its Subsidiaries
or the Receivables Facility Subsidiary pursuant to a Qualified Receivables
Transaction, (ii) all Related Security (as defined in the Qualified
Receivables Purchase Agreement), and (iii) all Collections (as defined in
the Qualified Receivables Purchase Agreement) and other proceeds of such
Receivables.


 


“Receivables Facility
Subsidiary” means (i) Genlyte Receivables Corporation, a
Delaware corporation, that is a bankruptcy-remote, special purpose,
Wholly-Owned Subsidiary of Genlyte Group created in connection with the
Qualified Receivables Transaction that is effective on the Closing Date, which
Subsidiary shall engage in no activities other than those incidental to such
Qualified Receivables Transaction and which is designated as a Receivables
Facility Subsidiary therefor by Genlyte Group’s Board of Directors and (ii) with
respect to any other Qualified Receivables Transaction entered into by Genlyte
Group or any of its Subsidiaries after the Closing Date, any other
bankruptcy-remote, special purpose, Wholly-Owned Domestic Subsidiary of Genlyte
Group which engages in no activities other than those incidental to the
Qualified Receivables Transaction to which it is a party and which is
designated as the Receivables Facility Subsidiary therefor by Genlyte Group’s
Board of Directors, in each case so long as neither Genlyte Group nor any of
its other Subsidiaries has any obligation to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain
levels of operating results.  As used in
the foregoing sentence, activities that are “incidental” to a Qualified
Receivables Transaction shall include, without limitation, the return to
Genlyte Group of capital contributed to the Receivables Facility Subsidiary by
Genlyte Group, the repayment to Genlyte Group of loans advanced to the
Receivables Facility Subsidiary by Genlyte Group, the advance of loans by the
Receivables Facility Subsidiary to Genlyte Group or any Material Subsidiary,
and the acceptance by the Receivables Facility Subsidiary of repayments by
Genlyte Group of loans advanced to Genlyte Group by the Receivables Facility
Subsidiary.


 


“Receivables Purchase Note”
means the “Subordinated Note” as defined in, and issued by the Receivables
Facility Subsidiary pursuant to, the Qualified Receivables Sale Agreement to
evidence its obligation to pay the purchase price for Receivables to Genlyte
Thomas or certain of its Subsidiaries in connection with a Qualified
Receivables Transaction.


 


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


 


28





















 


“Reference Banks”
shall mean (a) with respect to Domestic Revolving Loans (i) National
City Bank, and (ii) any other Lender or Lenders (A) selected as a
Reference Bank by the Domestic Administrative Agent and the Required Domestic
Facility Lenders, and (B) whose selection is approved by the Domestic
Facility Borrowers, such approval not to be unreasonably withheld or delayed
and (b) with respect to Canadian Revolving Loans (i) Chase Bank and (ii) any
other Lender or Lenders (A) selected as a Reference Bank by the Canadian
Administrative Agent and the Required Canadian Facility Lenders, and (B) whose
selection is approved by the Canadian Facility Borrowers, such approval not to
be unreasonably withheld or delayed.


 


“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.


 


“Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof
establishing margin requirements.


 


“Reportable Event”
shall mean an event described in section 4043 of ERISA or the regulations
thereunder with respect to a Plan, other than those events as to which the
notice requirement is waived under the PBGC Regulations.


 


“Required Canadian Facility Lenders”
shall mean Non-Defaulting Lenders whose outstanding Canadian Revolving Loans
and Unutilized Canadian Revolving Commitments constitute more than 51% of the
sum of the total outstanding Canadian Revolving Loans and Unutilized Canadian
Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes
hereof, none of the Borrowers nor any
Affiliate shall be included in (i) the Lenders holding such amount of the
Canadian Revolving Loans or having such amount of the Unutilized Canadian
Revolving Commitments, or (ii) determining the aggregate unpaid principal
amount of the Canadian Revolving Loans or Unutilized Canadian Revolving
Commitments).


 


“Required Domestic Facility Lenders”
shall mean Non-Defaulting Lenders whose outstanding Domestic Revolving Loans
and Unutilized Domestic Revolving Commitments constitute more than 51% of the
sum of the total outstanding Domestic Revolving Loans and Unutilized Domestic
Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes
hereof, none of the Borrowers nor any
Affiliate shall be included in (i) the Lenders holding such amount of the
Domestic Revolving Loans or having such amount of the Unutilized Domestic
Revolving Commitments, or (ii) determining the aggregate unpaid principal
amount of the Domestic Revolving Loans or Unutilized Domestic Revolving
Commitments).


 


“Required Lenders”
shall mean Non-Defaulting Lenders whose outstanding Domestic Revolving Loans,
Canadian Revolving Loans, Unutilized Domestic Revolving Commitments, and
Unutilized Canadian Revolving Commitments constitute more than 51% of the sum
of the total outstanding Domestic Revolving Loans, Canadian Revolving Loans,
Unutilized Domestic Revolving Commitments, and Unutilized Canadian Revolving
Commitments of Non-Defaulting Lenders (provided that, for purposes hereof, none
of the Borrowers nor any Affiliate shall
be included in (i) the Lenders holding such amount of the Domestic
Revolving Loans or Canadian Revolving Loans or having such amount of the
Unutilized Domestic Revolving Commitments or


 


29





















 


Unutilized Canadian Revolving Commitments, or (ii) determining the
aggregate unpaid principal amount of the Domestic Revolving Loans, Canadian
Revolving Loans, Unutilized Domestic Revolving Commitments, or Unutilized
Canadian Revolving Commitments).


 


“Sale and Lease-Back
Transaction” shall mean any arrangement with any person
providing for the leasing by a Borrower or any Subsidiary of any property
(except for temporary leases for a term, including any renewal thereof, of not
more than one year), which property has been or is to be sold or transferred by
the Borrower or such Subsidiary to such person.


 


“S&P”
shall mean Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc.,
and its successors.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“SEC Regulation D”
shall mean Regulation D as promulgated under the Securities Act of 1933, as
amended, as the same may be in effect from time to time.


 


“Security Documents”
shall mean the Pledge Agreements, the Guaranties and each other document
pursuant to which any guaranty or Lien is granted by any Borrower or any of
their respective Subsidiaries (other than the Receivables Facility Subsidiary)
to the Domestic Administrative Agent or the Canadian Administrative Agent, as
the case may be, as security for any of the Obligations.


 


“Solvent”
shall mean, with respect to any Person on a particular date, that on such date (i) the
fair value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (ii) the present fair saleable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (iii) such
Person is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (iv) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature, and (v) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged.


 


“Specified Hedge Agreement” shall mean any Hedge
Agreement entered into in compliance with the
provisions of section 10.10 and (a) entered into by
(i) Genlyte Group or any of
its Material Subsidiaries and (ii) any
Lender or any Affiliate thereof
and (b) which has been designated
by such Lender or Affiliate thereof and Genlyte Group, by notice to the Administrative Agents not later than 30 days
after the execution and delivery thereof by, as the case may be, Genlyte Group or such Material
Subsidiary, as a Specified Hedge Agreement;  provided that the designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Lender or Affiliate thereof that is a party theretoany rights in connection with the management or release of any Collateral
or of the obligations of any
Guarantor (other than, as to any
such party that is a Lender, its rights in its capacity as a Lender hereunder);
and the amount of exposure of, or owing to, any Lender under any Specified
Hedge Agreement shall


 


30





















 


not be taken into account for the purpose of determining Required Canadian
Facility Lenders, Required Domestic Facility Lenders, or Required Lenders.


 


“Standard Permitted Liens”
shall mean the following:


 


(i)            Liens for taxes not yet delinquent
or Liens for taxes being contested in good faith and by appropriate proceedings
for which adequate reserves have been established;


 


(ii)           Liens in respect of property or
assets imposed by law which were incurred in the ordinary course of business,
such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other
similar Liens arising in the ordinary course of business, which do not in the
aggregate detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of the Borrowers or any
of their respective Subsidiaries and which are not delinquent or remain payable
without penalty or which are being contested in good faith and by appropriate
proceedings, which proceedings have the effect of preventing the forfeiture or
sale of the property subject thereto;


 


(iii)          Liens (other than any Lien imposed by
ERISA) incurred or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security; and mechanic’s Liens, carrier’s Liens, and other Liens to
secure the performance of tenders, statutory obligations, contract bids,
government contracts, performance and return-of-money bonds and other similar
obligations, incurred in the ordinary course of business (exclusive of
obligations in respect of the payment for borrowed money), whether pursuant to
statutory requirements, common law or consensual arrangements;


 


(iv)          Easements, rights-of-way, zoning or
deed restrictions, minor defects or irregularities in title and other similar
charges or encumbrances not adversely affecting in any material respect the
ordinary conduct of the business of the Borrowers or any of their respective
Subsidiaries considered as an entirety;


 


(v)           Liens arising from judgments, decrees
or attachments in circumstances not constituting an Event of Default under section 12.1(f);


 


(vi)          Leases or subleases granted to others
not interfering in any material respect with the business of the Borrowers or
any of their respective Subsidiaries and any interest or title of a lessor
under any lease not in violation of this Agreement; and


 


(vii)         Rights of consignors and consignees in
respect of consignment arrangements entered into by a Borrower or any of its
Subsidiaries in the ordinary course of business and consistent with past
practice.


 


“Standard
Securitization Undertakings”
shall mean representations, warranties, covenants and indemnities made by any
Credit Party in connection with a Qualified Receivables Transaction that are
customary for accounts receivables securitization facilities, provided that


 


31





















 


Standard Securitization Undertakings shall not include Indebtedness (other than
Obligations, as defined in the Qualified Receivables Purchase Agreement) or
Guaranty Obligations or recourse obligations in respect of Receivables that are
uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the applicable obligor thereof.  By way of clarification and not limitation,
the representations, warranties, covenants and indemnities made by certain of
the Credit Parties under and pursuant to the Transaction Documents, as they
provide on the date of this Agreement (and as modified in accordance with this
Agreement), shall be deemed to be Standard Securitization Undertakings.


 


“Stated Amount”
of each Letter of Credit shall mean the maximum available to be drawn
thereunder (regardless of whether any conditions or other requirements for
drawing could then be met).


 


“Subsidiary”
of any person shall mean and include (i) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such person directly or indirectly through
Subsidiaries and (ii) any partnership, association, joint venture or other
entity in which such person directly or indirectly through Subsidiaries, has
more than a 50% equity interest at the time. 
Unless otherwise expressly provided, all references herein to “Subsidiary”
shall mean a Subsidiary of a Borrower.


 


“Swing Line Exposure”
means, at any time, the aggregate outstanding principal amount of the Swing
Line Revolving Loans at such time.  The
Swing Line Exposure of any Domestic Facility Lender at any time will be its
Domestic Revolving Percentage of the total Swing Line Exposure at such time.


 


“Swing Line Lender”
shall have the meaning provided in the first paragraph of this Agreement and
shall include any other single Lender to whom the Swing Line Lender has
transferred its entire Swing Line Revolving Commitment and any Swing Line
Revolving Loans.


 


“Swing Line Participation
Amount” shall have the meaning provided in section 2.5(b).


 


“Swing Line Revolving
Commitment” shall mean, with respect to the Swing Line Lender,
the amount set forth opposite such Lender’s name in Annex I as its “Swing
Line Revolving Commitment” as the same may be reduced from time to time
pursuant to any one or more of sections 6.1, 6.2 and 12.2
or adjusted from time to time as a result of assignments to or from the Swing
Line Lender pursuant to section 15.4.  As of the Closing Date, the Swing Line Revolving
Commitment shall be $20,000,000.


 


“Swing Line Revolving
Facility” shall mean the credit facility evidenced by the Swing
Line Revolving Commitment.


 


“Swing Line Revolving Loan”
shall have the meaning provided in section 2.1(b).


 


“Swing Line Revolving Note”
shall have the meaning provided in section 2.6(a).


 


32





















 


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


 


“Taxes”
shall have the meaning provided in section 7.4.


 


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


 


“Total Revolving Commitment”
shall mean, collectively, the Total Canadian Revolving Commitment and the Total
Domestic Revolving Commitment.


 


“Total Canadian Revolving Commitment”
shall mean, collectively, the Canadian Revolving Commitments of the Canadian
Facility Lenders, which, as of the Closing Date, shall be CDN$27,000,000.


 


“Total Domestic Revolving
Commitment” shall mean, collectively, the Domestic Revolving
Commitments of the Domestic Facility Lenders, which, as of the Closing Date,
shall be $260,000,000.


 


“Transaction Documents”
shall have the meaning provided in the Qualified Receivables Purchase
Agreement, as such documents may be amended, restated or otherwise modified
from time to time in accordance with the provisions of this Agreement.


 


“Type” shall
mean any type of Loan determined with respect to the interest option applicable
thereto, i.e., a Domestic Prime Rate
Loan, a Flex Eurodollar Loan, a Eurodollar Loan, a Canadian Prime Rate Loan or
a CDOR Loan.


 


“UCC” shall
mean the Uniform Commercial Code.


 


“Unfunded Current Liability”
of any Plan shall mean the amount, if any, by which the actuarial present value
of the accumulated plan benefits under the Plan as of the close of its most
recent plan year exceeds the fair market value of the assets allocable thereto,
each determined in accordance with Statement of Financial Accounting Standards No. 87,
based upon the actuarial assumptions used by the Plan’s actuary in the most
recent annual valuation of the Plan.


 


“United States”
and “U.S.” each means United States of
America.


 


“Unpaid Canadian Facility
Drawing” shall have the meaning provided in section 4.3(a).


 


“Unpaid Domestic Facility
Drawing” shall have the meaning provided in section 3.3(a).


 


33





















 


“Unpaid Drawings” shall mean,
collectively, the Unpaid Domestic Facility Drawings and the Unpaid Canadian
Facility Drawings.


 


“Unutilized Canadian Revolving Commitment” for any Canadian Facility Lender at any
time such Lender’s Canadian Revolving Commitment at such time, less (1) the
principal amount of Canadian Revolving Loans made by such Canadian Facility
Lender and outstanding at such time, less (2) such Canadian Facility
Lender’s Canadian Revolving Facility Percentage of the Canadian Facility Letter
of Credit Outstandings at such time.


 


“Unutilized Domestic
Revolving Commitment” for any Domestic Facility Lender at any
time shall mean such Lender’s Domestic Revolving Commitment at such time, less (1) the
principal amount of Domestic Revolving Loans made by such Domestic Facility
Lender and outstanding at such time, less (2) such Domestic Facility Lender’s
Domestic Revolving Facility Percentage of the Domestic Facility Letter of
Credit Outstandings at such time, less (3) such Domestic Facility Lender’s
Domestic Revolving Facility Percentage of the aggregate unpaid principal
balance of the Swing Line Revolving Loans at such time.


 


“Unutilized Swing Line
Revolving Commitment” for the Swing Line Lender at any time
shall mean the excess of (i) the Swing Line Lender’s Swing Line Revolving
Commitment at such time over (ii) the aggregate principal amount of Swing
Line Revolving Loans made by the Swing Line Lender and outstanding at such
time.


 


“Unutilized Total Canadian Revolving Commitment”
shall mean, at any time, the excess of (i) the Total Canadian Revolving
Commitment at such time over (ii) the aggregate principal amount of all
Canadian Revolving Loans and Canadian Facility Letter of Credit Outstandings
then outstanding.


 


“Unutilized Total Domestic
Revolving Commitment” shall mean, at any time, the excess of (i) the
Total Domestic Revolving Commitment at such time over (ii) the sum of the
aggregate principal amount of all Domestic Revolving Loans and Swing Line
Revolving Loans and the Domestic Facility Letter of Credit Outstandings then
outstanding.


 


“Wholly-Owned Material
Subsidiary” shall mean each Wholly-Owned Subsidiary that is also
a Material Subsidiary.


 


“Wholly-Owned Subsidiary”
shall mean each Subsidiary, at least 95% of whose capital stock, equity
interests, membership interests and partnership interests, other than director’s
qualifying shares or similar interests, are owned directly or indirectly by the
Genlyte Group, provided however for the
purposes of this Agreement, the term “Wholly-Owned Subsidiary” shall also
include Lumec-Schreder Inc., a corporation organized under the laws of Quebec,
for so long as not less than 50.5% of the capital stock of Lumec-Schreder Inc.
is owned by a Borrower or a Wholly-Owned Subsidiary of a Borrower.


 


“Written”, “written” or “in
writing” shall mean any form of written communication or a
communication by means of telex, facsimile transmission, e-mail electronic
transmission, telegraph or cable.


 


34





















 


1.2.         Computation
of Time Periods. 
In this Agreement in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including” and
the words “to” and “until” each means “to but excluding”.


 


1.3.         Accounting
Terms.  Except
as otherwise specifically provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided that, if the
Borrowers notify the Administrative Agents that the Borrowers request an
amendment to any provision of section 10 or 11 hereof to
eliminate the effect of any change occurring after the Effective Date in GAAP
or in the application thereof to such provision (or if the Administrative
Agents notify the Borrowers that the Required Lenders request an amendment to
any such provision hereof for such purposes), regardless of whether any such
notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance with the requirements of this Agreement.  Notwithstanding anything in this section 1.3
to the contrary, in the event that there is a change in GAAP or in the
application thereof occurring after the Effective Date mandating the expensing
of stock options or comparable equity based compensation, without further
action by the Administrative Agents, the Lenders, the Borrowers or any other
Credit Party, such changes requiring the expensing of stock options or
comparable equity based compensation shall be disregarded and this Agreement
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective.


 


1.4.         Terms
Generally.  The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and
effect as the word “shall”. Unless the context requires otherwise, (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any person shall be
construed to include such person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to sections, Annexes and Exhibits shall
be construed to refer to sections of, and Annexes and Exhibits to, this
Agreement, and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all real property,
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, and interests in any of the foregoing.


 


1.5.         Borrower Changes.  (a)  Additional Borrowers. 
By execution of an Additional Borrower Joinder by a Wholly-Owned
Subsidiary (other than the Receivables Facility Subsidiary) and upon acceptance
thereof by the Administrative Agents and the Required Lenders, each in its sole
discretion, and such Person’s satisfaction of all conditions and completion of
all deliveries specified in the Additional Borrower Joinder, this Agreement
shall be deemed to be amended so that such Person shall become for all purposes
of this Agreement as


 


35





















 


if an original signatory hereto, and shall be admitted as a Borrower
hereunder, and this Agreement shall be binding for all purposes on such Person
as a Borrower as if an original signatory hereto.


 


(b)           Released
Canadian Borrowers. 
A Canadian Facility Borrower may cease to be a Borrower hereunder and be
released from its Indebtedness and other Obligations hereunder so long as (i) Genlyte
Group shall have delivered to the Administrative Agents written request for
such release at least ten (10) Business Days prior to the proposed
effective date thereof, (ii) Genlyte Group shall have delivered to the
Administrative Agents evidence satisfactory to the Administrative Agents that
such Canadian Facility Borrower (A) is not then a Material Subsidiary (but
without regard to clause (a) of the proviso of the definition of such term
in section 1.1) and (B) will be dissolved and cease to exist
promptly following such release, and (iii) the Credit Parties shall have
executed and delivered to the Administrative Agents and the Lenders such
confirmations and other documents as the Administrative Agents may reasonably
request.


 


1.6.         Appointment
of Genlyte Group as Representative. 
For purposes of this Agreement, each Borrower other than Genlyte Group (i) authorizes
Genlyte Group to make such requests, give such notices or furnish such
certificates to either Administrative Agent or any Lender as may be required or
permitted by this Agreement for the benefit of such Borrower and (ii) authorizes
the Administrative Agents to treat such requests, notices, certificates or
consents given or made by Genlyte Group to have been made, given or furnished
by the applicable Borrower for purposes of this Agreement.  Each Administrative Agent and each Lender
shall be entitled to rely on each such request, notice, certificate or consent
made, given or furnished by the Borrower pursuant to the provisions of this
Agreement or any other Credit Document as being made or furnished on behalf of,
and with the effect of irrevocably binding, such Borrower.


 


1.7          Qualified
Receivables Transaction.   The inclusion of “Aggregate Capital” in the
definition of Consolidated Total Debt and “Yield” in the definition of
Consolidated Interest Expense, and the inclusion of various other references to
a Qualified Receivables Transaction, the Qualified Receivables Purchase
Agreement, the Qualified Receivables Sale Agreement and terms defined therein,
are made to protect certain interests of the Lenders and the Credit Parties and
shall not be construed to impugn the stated intentions of the parties to a
Qualified Receivables Transaction, the Qualified Receivables Purchase Agreement
and the Qualified Receivables Sale Agreement that the sales and purchases of
Receivables Facility Assets contemplated thereby are “true” and outright sales
and purchases.


 


1.8          Currency
Equivalents; Canadian Facility Amounts.   For purposes of this Agreement, except as
otherwise specified herein, (i) the equivalent in Dollars of Canadian
Dollars shall be determined by using the quoted spot rate at which the Canadian
Administrative Agent offers to exchange Dollars for Canadian Dollars at its
Payment Office at 9:00 A.M. (local time at the Payment Office) on the
Business Day on which such equivalent is to be determined, and (ii) the equivalent
in Canadian Dollars of Dollars shall be determined by using the quoted spot
rate at which the Canadian Administrative Agent’s Payment Office offers to
exchange Canadian Dollars for Dollars at the Payment Office at 9:00 A.M.
(local time at the Payment Office) on the Business Day on which such equivalent
is to be determined.  Unless the context
otherwise requires, references in this Agreement or any of the other Credit
Documents to the


 


36





















 


principal amounts of, or outstanding balances of, Canadian Revolving
Loans (or words of similar import) shall be deemed to refer to the sum of the
aggregate principal balance of Canadian Revolving Loans denominated in Canadian
Dollars then outstanding, plus the
Canadian Dollar equivalent of the aggregate principal balance of Canadian
Revolving Loans denominated in Dollars then outstanding.


 


SECTION 2.         AMOUNT AND TERMS OF LOANS.


 


2.1.         Existing
Letters of Credit; Commitments for Loans.  Upon the effectiveness of this Agreement, (i) the
Domestic Revolving Commitments of the Domestic Facility Lenders shall be
amended and increased to be, as of such effectiveness, as set forth on Annex I
hereto, (ii) the Existing Domestic Term Loan held by each Domestic
Facility Lender (in its capacity as an Existing Domestic Term Loan Lender)
shall be converted into, and be deemed to be, a Domestic Revolving Loan, in the
same principal amount, advanced by such Domestic Facility Lender under this
Agreement, (iii) the Existing Domestic Revolving Loans of each Domestic
Facility Lender as of such effectiveness shall be deemed continued as Domestic
Revolving Loans of such Domestic Facility Lender, in the same principal amount,
under this Agreement, (iv) the Existing Canadian Revolving Loans of each
Canadian Facility Lender as of such effectiveness shall be deemed continued as
Canadian Revolving Loans of such Canadian Facility Lender, in the same
principal amount, under this Agreement, and (v) the risk participation
exposures in respect of the Existing Canadian Letters of Credit and the
Existing Domestic Letters of Credit shall be deemed to be continued and assumed
by, as the case may be, the Canadian Facility Lenders and the Domestic Facility
Lenders ratably according to their respective, as the case may be, Canadian
Revolving Facility Percentages or Domestic Revolving Facility Percentages.  Upon such effectiveness and subject to and
upon the terms and conditions herein set forth, each Lender severally agrees to
make a loan or loans (each a “Loan” and,
collectively, the “Loans”) to the Borrowers,
which Loans shall be drawn, to the extent such Lender has a Commitment under a
Facility for the Borrowers, under the applicable Facility, as set forth below:


 


(a)           Domestic
Revolving Facility. 
Loans to the Borrowers under the Domestic Revolving Facility (each a “Domestic Revolving Loan” and,
collectively, the “Domestic Revolving Loans”) (i) shall
be made only by a Domestic Facility Lender, (ii) may be made at any time
and from time to time on and after the Closing Date and prior to the Maturity
Date; (iii) shall only be incurred by a Domestic Facility Borrower, (iv) shall
be made only in U.S. Dollars; (v) except as otherwise provided, may, at
the option of the Domestic Facility Borrowers, be incurred and maintained as,
or Converted into, Domestic Revolving Loans which are either Domestic Prime
Rate Loans or Eurodollar Loans, provided
that all Domestic Revolving Loans made as part of the same Borrowing shall,
unless otherwise specifically provided herein, consist of Domestic Revolving
Loans of the same Type; (vi) may be repaid or prepaid and reborrowed in
accordance with the provisions hereof; and(vii) may only be made if after
giving effect thereto the Unutilized Total Domestic Revolving Commitment will
not be less than zero.  Without limiting
the generality of the foregoing sentence, at no time shall the sum of (X) the
aggregate unpaid principal balance of a Domestic Facility Lender’s Domestic
Revolving Loans, plus
(Y) such Domestic Facility Lender’s Domestic Revolving Facility Percentage of
the Domestic Facility Letter of Credit Outstandings at such time, plus (Z) such
Domestic Facility Lender’s Domestic Revolving Facility Percentage of the
aggregate unpaid


 


37





















 


principal balance of the Swing Line Revolving Loans at such time,
exceed the Domestic Revolving Commitment of such Domestic Facility Lender.  In addition, no Domestic Revolving Loans
shall be incurred at any time if after giving effect thereto the Domestic Facility
Borrowers would be required to prepay Revolving Loans in accordance with section 7.2(a).  The Obligations of the Domestic Facility
Borrowers in respect of the Domestic Revolving Facility shall be joint and
several.


 


(b)           Swing Line Revolving Facility.  Loans to the Borrowers under the Swing Line
Revolving Facility (each a “Swing Line Revolving Loan”
and, collectively, the “Swing Line Revolving Loans”)
(i) shall be made only by the Swing Line Lender, (ii) may only be
incurred by a Domestic Facility Borrower, (iii) may be made at any time
and from time to time on and after the Closing Date and prior to the Maturity
Date; (iv) shall be made only in U.S. Dollars; (v) except as
otherwise provided, may, at the option of the Domestic Facility Borrowers, be incurred
and maintained as Swing Line Revolving Loans which are either Domestic Prime
Rate Loans or Flex Eurodollar Loans; (vi) may be repaid or prepaid and
reborrowed in accordance with the provisions hereof; (vii) may only be
made if after giving effect thereto the Unutilized Total Domestic Revolving
Commitment exceeds zero; and (viii) shall not exceed for the Swing Line
Lender at any time outstanding its Swing Line Revolving Commitment at such
time.  The Obligations of the Domestic
Facility Borrowers in respect of the Swing Line Revolving Facility shall be
joint and several.


 


(c)           Canadian
Revolving Facility. 
Loans to the Borrowers under the Canadian Revolving Facility (each a “Canadian Revolving Loan” and,
collectively, the “Canadian Revolving Loans”) (i) shall
be made only by a Canadian Facility Lender, (ii) may be made at any time
and from time to time on and after the Closing Date and prior to the Maturity
Date; (iii) shall only be incurred by a Canadian Facility Borrower, (iv) shall
be made only in, at the option of the Canadian Facility Borrowers, (A) Canadian
Dollars or (B) Dollars if at the time of such Borrowing Dollars are
readily and freely transferable and convertible into Canadian Dollars; (v) except
as otherwise provided, may, at the option of the Canadian Facility Borrowers,
be incurred and maintained as, or Converted into, Canadian Revolving Loans
which are (A) as to Borrowings denominated in Canadian Dollars, either
Canadian Prime Rate Loans or CDOR Loans and (B) as to Borrowings
denominated in Dollars, either Domestic Prime Rate Loans or Eurodollar Loans
and, provided that all Canadian Revolving
Loans made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Canadian Revolving Loans of the same Type and of
the same currency; (vi) may be repaid or prepaid, in the same currency in
which they were borrowed, and reborrowed in accordance with the provisions
hereof; and (vii) may only be made if after giving effect thereto the
Unutilized Total Canadian Revolving Commitment will not be less than zero.  Without limiting the generality of the
foregoing sentence, at no time shall the sum of (X) the aggregate unpaid
principal balance of a Canadian Facility Lender’s Canadian Revolving Loans
denominated in Canadian Dollars, plus (Y)
the Canadian Dollar equivalent of the aggregate unpaid principal balance of
such Canadian Facility Lender’s Canadian Revolving Loans denominated in
Dollars, plus
(Z) such Canadian Facility Lender’s Canadian Revolving Facility Percentage of
the Canadian Facility Letter of Credit Outstandings at such time, exceed the
Canadian Revolving Commitment of such


 


38





















 


Canadian Facility Lender.  In
addition, no Canadian Revolving Loans shall be incurred at any time if after
giving effect thereto the Canadian Facility Borrowers would be required to
prepay Canadian Revolving Loans in accordance with section 7.2(c).  The Obligations of the Canadian Facility
Borrowers in respect of the Canadian Revolving Facility shall be joint and
several.


 


(d)           Interest
Contracts on Existing Loans; Accrued and Unpaid Interest and Fees; Equalization
of Domestic Revolving Loans.  (i)  To extent that any
Existing Domestic Revolving Loan, Existing Domestic Term Loan or Existing Canadian
Revolving Loan that is outstanding immediately prior to the effectiveness of
this Agreement is, as the case may be, a Eurodollar Loan or a CDOR Loan,
the Eurodollar Rate or Canadian Deposit Offered Rate and the Interest Period
applicable to such Eurodollar Loan or CDOR Loan shall remain in effect and
shall not be affected by the amendment and restatement contemplated by this
Agreement, including, without limitation, the conversion of the Existing
Domestic Term Loans into Domestic Revolving Loans.  Any
Existing Domestic Revolving Loan, Existing Domestic Term Loan or Existing
Canadian Revolving Loan that is, as the case may be, a Domestic Prime Rate Loan
or a Canadian Prime Rate Loan shall remain as such.  The Borrowers shall cause any “Swing Line
Revolving Loans” under the Existing Credit Agreement to be repaid in full prior
to the effectiveness of this Agreement.


 


(ii)           Any and all
interest, fees or other sums payable by the Credit Parties under and pursuant
to the Existing Credit Agreement that are accrued as of the effectiveness of this Agreement and not theretofore paid in
full shall be Obligations under this Agreement and shall be due and payable by
such Credit Parties to, as applicable, the Administrative Agents, the Letter of
Credit Issuers or the Lenders on the date on which such interest, fees or such
other sums would be due and payable under and pursuant to this Agreement.


 


(iii)          As
promptly as practicable following the effectiveness of this Agreement, and in
any event within five Business Days, in the case of any Domestic Prime Rate
Loans then outstanding, and at the end of the then current Interest Period with
respect thereto, in the case of any Eurodollar Loans then outstanding, the
Domestic Facility Borrowers shall prepay such Domestic Revolving Loans in their
entirety and, to the extent that the Domestic Facility Borrowers elect to do so
and subject to the conditions specified in section 8.2, the
Domestic Facility Borrowers shall reborrow Domestic Revolving Loans from the
Domestic Facility Lenders in proportion to their respective Domestic Revolving
Commitments, as set forth on Annex I hereto, until such time as all outstanding
Domestic Revolving Loans are held by the Domestic Facility Lenders in such
proportion.


 


(e)           Optional
Increase in Domestic Revolving Commitments.  At any time, if no Default shall have
occurred and be continuing (or would result after giving effect thereto), the
Domestic Facility Borrowers may, if they so elect, increase the aggregate
amount of the Total Domestic Revolving Commitment (each such increase to be in
an aggregate amount that is an integral multiple of $5,000,000 and not less
than $10,000,000), either by designating a financial institution not
theretofore a Domestic Facility Lender to become a Domestic Facility Lender (such
designation to be effective


 


39





















 


only with the
prior written consent of the Domestic Administrative Agent, which consent will
not be unreasonably withheld or delayed, and only if such financial institution
accepts a Domestic Revolving Commitment in an aggregate amount that is an
integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing
with an existing Domestic Facility Lender that such Lender’s Domestic Revolving
Commitment shall be increased.  Upon
execution and delivery by the Borrowers and such Domestic Facility Lender or
other financial institution of an instrument (a “Domestic Revolving Commitment Acceptance”)
in form reasonably satisfactory to the Domestic Administrative Agent, such
existing Domestic Facility Lender shall have a Domestic Revolving Commitment as
therein set forth or such other financial institution shall become a Domestic
Facility Lender with a Domestic Revolving Commitment as therein set forth and
all the rights and obligations of a Domestic Facility Lender with such a
Domestic Revolving Commitment hereunder; provided:


 


(i)            that the Borrowers
shall provide prompt notice of such increase to the Domestic Administrative
Agent, who shall promptly notify the Domestic Facility Lenders;


 


(ii)           that the Borrowers
shall have delivered to the Domestic Administrative Agent a copy of the
Domestic Revolving Commitment Acceptance;


 


(iii)          that the sum of (A) the
amount of such increase, (B) the amount of all other increases in the
aggregate amount of the Domestic Revolving Commitments pursuant to this section 2.1(e) since
the date of this Agreement, and (C) the then Dollar-equivalent amount of
all increases in the aggregate amount of the Canadian Revolving Commitments
pursuant to section 2.1(f) since the date of this Agreement
(or occurring at the same time as such increase), does not exceed $50,000,000;


 


(iv)          that, before and
after giving effect to such increase, the representations and warranties of the
Borrowers contained in Section 9 of this Agreement shall be true
and correct; and


 


(v)           that the Domestic
Administrative Agent shall have received such evidence (including an opinion of
Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due
authorization of the transactions contemplated by this section 2.1(e) and
the validity and enforceability of the obligations of the Borrowers resulting
therefrom.


 


On the date of any such increase, the Borrowers shall be deemed to have
represented to the Administrative Agents and the Lenders that the conditions
set forth in clauses (i) through (v) above have been satisfied.


 


Upon any increase in the aggregate amount of the Domestic Revolving
Commitments pursuant to this section 2.1(e):


 


(x)            within five
Business Days, in the case of any Domestic Prime Rate Loans then outstanding,
and at the end of the then current Interest Period with respect thereto, in the
case of any Eurodollar Loans then outstanding, the


 


40





















 


Domestic Facility
Borrowers shall prepay such Loans in their entirety and, to the extent the
Domestic Facility Borrowers elect to do so and subject to the conditions
specified in section 8.2, the Domestic Facility Borrowers shall
reborrow Loans from the Domestic Facility Lenders in proportion to their
respective Commitments after giving effect to such increase, until such time as
all outstanding Loans are held by the Domestic Facility Lenders in such
proportion; and


 


(y)           each existing
Domestic Facility Lender whose Commitment has not increased pursuant to this section 2.1(e) (each,
a “Non-Increasing
Domestic Facility Lender”) shall be deemed, without further
action by any party hereto, to have sold to each Domestic Facility Lender whose
Domestic Revolving Commitment has been assumed or increased under this section 2.1(e) (each,
an “Increased Commitment
Domestic Facility Lender”), and each Increased Commitment
Domestic Facility Lender shall be deemed, without further action by any party
hereto, to have purchased from each Non-Increasing Domestic Facility Lender, a
participation (on the terms specified in section 2.5 and section 3.4
respectively) in each Swing Line Revolving Loan and each Domestic Facility
Letter of Credit Outstanding in which such Non-Increasing Domestic Facility
Lender has acquired a participation in an amount equal to such Increased
Commitment Domestic Facility Lender’s Domestic Revolving Facility Percentage
thereof, until such time as all Domestic Facility Letter of Credit Exposures
and Swing Line Exposures are held by the Domestic Facility Lenders in
proportion to their respective Domestic Revolving Commitments after giving
effect to such increase.


 


(f)            Optional
Increase in Canadian Revolving Commitments.  At any time, if no Default shall have occurred
and be continuing (or would result after giving effect thereto), the Canadian
Facility Borrowers may, if they so elect, increase the aggregate amount of the
Total Canadian Revolving Commitment (each such increase to be in an aggregate
amount that is an integral multiple of CDN$5,000,000 and not less than
CDN$10,000,000), either by designating a financial institution not theretofore
a Canadian Facility Lender to become a Canadian Facility Lender (such
designation to be effective only with the prior written consent of the Canadian
Administrative Agent, which consent will not be unreasonably withheld or
delayed, and only if such financial institution accepts a Canadian Revolving
Commitment in an aggregate amount that is an integral multiple of CDN$5,000,000
and not less than CDN$10,000,000), or by agreeing with an existing Canadian
Facility Lender that such Lender’s Canadian Revolving Commitment shall be
increased.  Upon execution and delivery
by the Borrowers and such Canadian Facility Lender or other financial
institution of an instrument (a “Canadian Revolving Commitment Acceptance”) in
form reasonably satisfactory to the Canadian Administrative Agent, such
existing Canadian Facility Lender shall have a Canadian Revolving Commitment as
therein set forth or such other financial institution shall become a Canadian
Facility Lender with a Canadian Revolving Commitment as therein set forth and
all the rights and obligations of a Canadian Facility Lender with such a
Canadian Revolving Commitment hereunder; provided:


 


41





















 


(i)            that the Borrowers
shall provide prompt notice of such increase to the Canadian Administrative
Agent, who shall promptly notify the Canadian Facility Lenders;


 


(ii)           that the Borrowers
shall have delivered to the Canadian Administrative Agent a copy of the
Canadian Revolving Commitment Acceptance;


 


(iii)          that the sum of (A) the
Dollar-equivalent amount of such increase, (B) the then Dollar-equivalent
amount of all other increases in the aggregate amount of the Canadian Revolving
Commitments pursuant to this section 2.1(f) since the date of
this Agreement, and (C) the amount of all increases in the aggregate
amount of the Domestic Revolving Commitments pursuant to section 2.1(e) since
the date of this Agreement (or occurring at the same time as such increase),
does not exceed $50,000,000;


 


(iv)          that, before and
after giving effect to such increase, the representations and warranties of the
Borrowers contained in Section 9 of this Agreement shall be true
and correct; and


 


(v)           that the Canadian
Administrative Agent shall have received such evidence (including an opinion of
Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due
authorization of the transactions contemplated by this section 2.1(f) and
the validity and enforceability of the obligations of the Borrowers resulting
therefrom.


 


On the date of any such increase, the Borrowers shall be deemed to have
represented to the Administrative Agents and the Lenders that the conditions
set forth in clauses (i) through (v) above have been satisfied.


 


Upon any increase in the aggregate amount of the Canadian Revolving
Commitments pursuant to this section 2.1(f):


 


(x)            within five
Business Days, in the case of any Canadian Prime Rate Loans then outstanding,
and at the end of the then current Interest Period with respect thereto, in the
case of any CDOR Loans then outstanding, the Canadian Facility Borrowers shall
prepay such Loans in their entirety and, to the extent the Canadian Facility Borrowers
elect to do so and subject to the conditions specified in section 8.2,
the Canadian Facility Borrowers shall reborrow Loans from the Canadian Facility
Lenders in proportion to their respective Commitments after giving effect to
such increase, until such time as all outstanding Loans are held by the
Canadian Facility Lenders in such proportion; and


 


(y)           each existing Canadian Facility
Lender whose Commitment has not increased pursuant to this section 2.1(f) (each,
a “Non-Increasing
Canadian Facility Lender”) shall be deemed, without further
action by any party hereto, to have sold to each Canadian Facility Lender whose
Canadian Revolving Commitment has been assumed or increased under this section 2.1(f) (each,
an “Increased Commitment
Canadian Facility Lender”), and each Increased Commitment
Canadian Facility Lender shall be deemed, without further action by


 


42





















 


any party hereto, to have purchased from each
Non-Increasing Canadian Facility Lender, a participation (on the terms
specified in section 4.4) in each Canadian Facility Letter of
Credit Outstanding in which such Non-Increasing Canadian Facility Lender has
acquired a participation in an amount equal to such Increased Commitment
Canadian Facility Lender’s Canadian Revolving Facility Percentage thereof,
until such time as all Canadian Facility Letter of Credit Exposures are held by
the Canadian Facility Lenders in proportion to their respective Canadian
Revolving Commitments after giving effect to such increase.


 


2.2.         Minimum
Borrowing Amounts, etc.; Pro Rata Borrowings.  (a) The aggregate principal amount of
each Borrowing by the Borrowers shall not be less than the Minimum Borrowing
Amount.  More than one Borrowing may be
incurred by the Borrowers on any day, provided
that (i) if there are two or more Borrowings on a single day in respect to
the same Class of Loans which consist of Eurodollar Loans, each such
Borrowing shall have a different initial Interest Period, (ii) if there
are two or more Borrowings on a single day under the Canadian Revolving
Facility which consist of CDOR Loans, each such Borrowing shall have a
different initial Interest Period, (iii) only one Borrowing under the
Swing Line Revolving Facility may be made on any single day, (iv) at no
time shall there be more than eight Borrowings in the aggregate under the
Domestic Revolving Facility consisting of Eurodollar Loans outstanding
hereunder, and (v) at no time shall there be more than eight Borrowings in
the aggregate under the Canadian Revolving Facility consisting of CDOR Loans
and Eurodollar Loans outstanding hereunder.


 


(b)           All
Borrowings under a Facility shall be made by the Lenders having Commitments
under such Facility, if any, pro rata on
the basis of their respective Commitments under such Facility. It is understood
that no Lender shall be responsible for any default by any other Lender in its
obligation to make Loans hereunder and that each Lender shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure
of any other Lender to fulfill its Commitment hereunder.


 


2.3.         Procedures
for Borrowing.  (a) Notice of Borrowing.  Whenever a Borrower desires to incur Loans,
it shall give the Domestic Administrative Agent in the case of a Domestic Revolving
Loan or a Swing Line Revolving Loan, or the Canadian Administrative Agent, in
the case of a Canadian Revolving Loan, in each case at its respective Notice
Office,


 


(i)            Borrowings under the
Domestic Revolving Facility: 
in the case of any Borrowing under the Domestic Revolving Facility of (1) Eurodollar
Loans to be made hereunder, prior to 12:00 noon (local time at its Notice
Office), at least three Business Days’ prior written or telephonic notice
thereof (in the case of telephonic notice, promptly confirmed in writing if so
requested by the Domestic Administrative Agent); or (2) Domestic Prime
Rate Loans to be made hereunder, prior to 12:00 noon (local time at its Notice
Office), at least same Business Day’s prior written or telephonic notice thereof
(in the case of telephonic notice, promptly confirmed in writing if so
requested by the Domestic Administrative Agent), or


 


(ii)           Borrowings under the
Swing Line Revolving Facility: 
in the case of any Borrowing under the Swing Line Revolving Facility, prior
to 2:00 P.M. (local time at


 


43





















 


its Notice Office), at least same Business
Day’s prior written or telephonic notice thereof (in the case of telephonic
notice, promptly confirmed in writing if so requested by the Domestic
Administrative Agent), or


 


(iii)          Borrowings under the
Canadian Revolving Facility: 
in the case of any Borrowing under the Canadian Revolving Facility (A) denominated
in Canadian Dollars of (1) CDOR Loans to be made hereunder, prior to 12:00
noon (local time at its Notice Office), at least three Business Days’ prior
written or telephonic notice thereof (in the case of telephonic notice,
promptly confirmed in writing if so requested by the Canadian Administrative
Agent); or (2) Canadian Prime Rate Loans to be made hereunder, prior to
10:00 A.M. (local time at its Notice Office), at least same Business Day’s
prior written or telephonic notice thereof (in the case of telephonic notice,
promptly confirmed in writing if so requested by the Canadian Administrative
Agent) and (B) denominated in Dollars of (1) Eurodollar Loans to be
made hereunder, prior to 12:00 noon (local time at its Notice Office), at least
three Business Days’ prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Canadian Administrative Agent); or (2) Domestic Prime Rate Loans to be
made hereunder, prior to 10:00 A.M. (local time at its Notice Office), at
least same Business Day’s prior written or telephonic notice thereof (in the
case of telephonic notice, promptly confirmed in writing if so requested by the
Canadian Administrative Agent).


 


Each such notice (each such notice, a “Notice
of Borrowing”) shall (if requested by the applicable
Administrative Agent to be confirmed in writing), be substantially in the form
of Exhibit B-1, and in any event shall be irrevocable and shall
specify: (i) the Facility under which the Borrowing is to be incurred and
the Borrower incurring the Loan; (ii) the aggregate principal amount of
the Loans to be made pursuant to such Borrowing; (iii) the date of the
Borrowing (which shall be a Business Day); (iv) whether the Borrowing
shall consist of Domestic Prime Rate Loans, Flex Eurodollar Loans, Eurodollar
Loans, Canadian Prime Rate Loans or CDOR Loans; (v) if the requested
Borrowing consists of Eurodollar Loans or CDOR Loans, the Interest Period to be
initially applicable thereto, and (vi) if the requested Borrowing is under
the Canadian Revolving Facility, the currency (Canadian Dollars or Dollars) in
which such Borrowing is to be denominated. 
If the applicable Borrower fails to specify in a Notice of Borrowing the
Interest Period for any Eurodollar Loans or CDOR Loans, such Interest Period
shall be deemed to be one month; and if the applicable Canadian Facility
Borrower fails to specify in a Notice of Borrowing the currency, such Borrowing
shall be denominated in Canadian Dollars. 
The applicable Administrative Agent shall promptly give each Lender
which has a Commitment under any applicable Facility written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing
under the applicable Facility, of such Lender’s proportionate share thereof and
of the other matters covered by the Notice of Borrowing relating thereto.


 


(b)           Actions
by Administrative Agents on Telephone Notice.  Without in any way limiting the obligation of
the Borrowers to confirm in writing any telephonic notice permitted to be given
hereunder, the Administrative Agents may act prior to receipt of written
confirmation without liability upon the basis of such telephonic notice
believed by the Administrative Agents in good faith to be from an Authorized
Officer of the Borrower entitled to give telephonic notices


 


44





















 


under this Agreement on behalf of that Borrower. In each such case, the
Administrative Agents’ record of the terms of such telephonic notice shall be
conclusive absent manifest error.


 


2.4.         Disbursement
of Funds.  (a) No
later than 2:00 P.M. (local time at the Payment Office) on the date
specified in each Notice of Borrowing, each Lender with a Commitment under the
Facility under which any Borrowing pursuant to such Notice of Borrowing is to
be made will make available its pro rata
share, if any, of each Borrowing under such Facility requested to be made on
such date in the manner provided below. 
All amounts shall be made available to the Domestic Administrative Agent
in U.S. Dollars, except in the case of Canadian Revolving Loans, in which case
the amounts shall be made available to the Canadian Administrative Agent in, as
elected by the Canadian Borrowers pursuant to the provisions of this Agreement,
Canadian Dollars or Dollars, in each case in immediately available funds at the
Payment Office and the Domestic Administrative Agent or Canadian Administrative
Agent, as the case may be, promptly will make available to the Borrower making
the request by depositing to their account at the Payment Office (or such other
account(s) as designated by such Borrower in accordance with section 2.4(c))
the aggregate of the amounts so made available in the type of funds
received.  Unless the applicable
Administrative Agent shall have been notified by any Lender prior to the date
of Borrowing that such Lender does not intend to make available to the
applicable Administrative Agent its portion of the Borrowing or Borrowings to
be made on such date, such Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such date of
Borrowing, and such Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount.  If
such corresponding amount is not in fact made available to the applicable
Administrative Agent by such Lender and such Administrative Agent has made
available same to a Borrower, such Administrative Agent shall be entitled to
recover such corresponding amount from such Lender.  If such Lender does not pay such
corresponding amount forthwith upon the applicable Administrative Agent’s
demand therefor, such Administrative Agent shall promptly notify the applicable
Borrower, and such Borrower shall immediately pay such corresponding amount to
the applicable Administrative Agent.  The
Domestic Administrative Agent or the Canadian Administrative Agent, as the case
may be, shall also be entitled to recover from such Lender or the applicable
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by such
Administrative Agent to such Borrower to the date such corresponding amount is
recovered by such Administrative Agent, at a rate per annum equal to (x) if
paid by such Lender, the overnight Federal Funds Effective Rate in the case of
any Loan denominated in Dollars, or in the case of any Loan denominated in
Canadian Dollars, at the weighted average overnight or weekend borrowing rate
for immediately available and freely transferable funds denominated in Canadian
Dollars which is offered to the Canadian Administrative Agent in the
international markets, or (y) if paid by a Borrower, the then applicable rate
of interest, calculated in accordance with section 2.8, for the
respective Loans (but without any requirement to pay any amounts in respect
thereof pursuant to section 2.11).


 


(b)           Nothing
herein and no subsequent termination of Commitments pursuant to section 6.1
or 6.2 shall be deemed to relieve any Lender from its obligation to
fulfill its commitments hereunder and in existence from time to time or to
prejudice any rights which any Borrower may have against any Lender as a result
of any default by such Lender hereunder.


 


45





















 


(c)           Whenever
a Borrower desires that proceeds of a Borrowing be deposited into an account
other than such Borrower’s account at the Payment Office as contemplated by the
second sentence of section 2.4(a) (which other account shall be
an account of a Credit Party), it shall give the Domestic Administrative Agent
in the case of a Domestic Revolving Loan or a Swing Line Revolving Loan, or the
Canadian Administrative Agent, in the case of a Canadian Revolving Loan, in
each case at its respective Notice Office, prior written notice of such other
account into which such Borrower desires for such proceeds to be deposited,
specifying such other information as the applicable Administrative Agent may
request; provided,
however, that (i) any such proceeds so deposited into such
other account shall, for the purposes of such Borrower’s liability therefore be
deemed to have been advanced directly to such Borrower and (ii) no such
deposit into such other account shall in any way affect, limit or otherwise
modify such Borrower’s obligation to repay such Borrowings in accordance with
this Agreement and the applicable Notes.


 


2.5.         Refunding
of, or Participation in, Swing Line Revolving Loans.  (a) If any Event of Default exists, the
Swing Line Lender may, in its sole and absolute discretion, direct that the
Swing Line Revolving Loans owing to it be refunded by delivering a notice to
such effect to the Domestic Administrative Agent, specifying the aggregate
principal amount thereof (a “Notice of Swing Line
Refunding”). .Promptly upon receipt of a Notice of Swing Line
Refunding, the Domestic Administrative Agent shall give notice of the contents
thereof to the Domestic Facility Lenders and, unless an Event of Default
specified in section 12.1(g) in respect of a Borrower has
occurred, also to the Domestic Facility Borrowers. Each such Notice of Swing
Line Refunding shall be deemed to constitute delivery by the Domestic Facility
Borrowers of a Notice of Borrowing requesting Domestic Revolving Loans
consisting of Domestic Prime Rate Loans in the amount of the Swing Line
Revolving Loans to which it relates. Each Domestic Facility Lender (including
the Swing Line Lender, in its capacity as a Domestic Facility Lender) hereby
unconditionally agrees (notwithstanding that any of the conditions specified in
section 8.2 hereof or elsewhere in this Agreement shall not have
been satisfied, but subject to the provisions of paragraph (b) below) to
make a Domestic Revolving Loan to the applicable Borrower in an amount equal to
such Domestic Facility Lender’s Domestic Revolving Facility Percentage of the
aggregate amount of the Swing Line Revolving Loans to which such Notice of
Swing Line Refunding relates.  Each such
Domestic Facility Lender shall make the amount of such Domestic Revolving Loan
available to the Domestic Administrative Agent in immediately available funds
at its Payment Office not later than 2:00 P.M. (local time at the Payment
Office), if such notice is received by such Domestic Facility Lender prior to
11:00 A.M. (local time at its Domestic Lending Office), or not later than
2:00 P.M. (local time at the Payment Office) on the next Business Day, if
such notice is received by such Domestic Facility Lender after such time. The
proceeds of such Domestic Revolving Loans shall be made immediately available
to the Swing Line Lender and applied by it to repay the principal amount of the
Swing Line Revolving Loans to which such Notice of Swing Line Refunding
related.  Each Domestic Facility Borrower
irrevocably and unconditionally agree that, notwithstanding anything to the
contrary contained in this Agreement, Domestic Revolving Loans made as herein
provided in response to a Notice of Swing Line Refunding shall constitute
Domestic Revolving Loans hereunder consisting of Domestic Prime Rate Loans.


 


(b)           If
prior to the time a Domestic Revolving Loan would otherwise have been made as
provided above as a consequence of a Notice of Swing Line Refunding, any of the
events


 


46





















 


specified in section 12.1(g) shall have occurred in
respect of a Borrower or if one or more of the Domestic Facility Lenders shall
determine that it is legally prohibited from making a Domestic Revolving Loan
under such circumstances, each Domestic Facility Lender (other than the Swing
Line Lender), or each Domestic Facility Lender (other than the Swing Line
Lender) so prohibited, as the case may be, shall, on the date such Domestic
Revolving Loan would have been made by it (the “Purchase
Date”), purchase an undivided participating interest in the
outstanding Swing Line Revolving Loans to which such Notice of Swing Line
Refunding related, in an amount (the “Swing Line Participation
Amount”) equal to such Domestic Facility Lender’s Domestic
Revolving Facility Percentage of such Swing Line Revolving Loans. On the
Purchase Date, each such Domestic Facility Lender or each such Domestic
Facility Lender so prohibited, as the case may be, shall pay to the Swing Line
Lender, in immediately available funds, such Domestic Facility Lender’s Swing
Line Participation Amount, and promptly upon receipt thereof the Swing Line
Lender shall, if requested by such other Domestic Facility Lender, deliver to
such Domestic Facility Lender a participation certificate, dated the date of the
Swing Line Lender’s receipt of the funds from, and evidencing, such Domestic
Facility Lender’s participating interest in such Swing Line Revolving Loans and
its Swing Line Participation Amount in respect thereof. If any amount required
to be paid by a Lender to the Swing Line Lender pursuant to the above
provisions in respect of any Swing Line Participation Amount is not paid on the
date such payment is due, such Lender shall pay to the Swing Line Lender on
demand interest on the amount not so paid at the overnight Federal Funds
Effective Rate from the due date until such amount is paid in full.


 


(c)           Whenever,
at any time after the Swing Line Lender has received from any other Domestic
Facility Lender such Lender’s Swing Line Participation Amount, the Swing Line
Lender receives any payment from or on behalf of the Domestic Facility
Borrowers on account of the related Swing Line Revolving Loans, the Swing Line
Lender will promptly distribute to such Domestic Facility Lender its Domestic
Revolving Facility Percentage of such payment on account of its Swing Line
Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Domestic Facility Lender’s
participating interest was outstanding and funded); provided,
however, that in the event such payment received by the Swing
Line Lender is required to be returned, such Domestic Facility Lender will
return to the Swing Line Lender any portion thereof previously distributed to
it by the Swing Line Lender.


 


(d)           Each
Domestic Facility Lender’s obligation to make Domestic Revolving Loans and/or
to purchase participations in connection with a Notice of Swing Line Refunding
(which shall in all events be within such Domestic Facility Lender’s Unutilized
Domestic Revolving Commitment) shall be subject to the conditions that:


 


(i)            such Domestic Facility Lender shall
have received a Notice of Swing Line Refunding complying with the provisions
hereof, and


 


(ii)           at the time the Swing Line Revolving
Loans which are the subject of such Notice of Swing Line Refunding were made,
the Swing Line Lender had no actual written notice from another Lender that an
Event of Default had occurred and was continuing,


 


47





















 


but otherwise shall be absolute and unconditional, shall be solely for
the benefit of the Swing Line Lender, and shall not be affected by any
circumstance, including, without limitation, (A) any set-off,
counterclaim, recoupment, defense or other right which such Domestic Facility
Lender may have against any other Lender, a Borrower, or any other person, may
have against any Lender or other person, as the case may be, for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of
Default; (C) any event or circumstance involving a Material Adverse Effect
upon any Borrower; (D) any breach of any Credit Document by any party
thereto; or (E) any other circumstance, happening or event, whether or not
similar to any of the foregoing.


 


2.6.         Notes
and Loan Accounts. 
(a) Forms of Notes.  The Borrowers’ obligations to pay the
principal of, and interest on, the Loans by each Lender shall be evidenced (i) if
Domestic Revolving Loans, by a promissory note of the Domestic Facility
Borrowers substantially in the form of Exhibit A-1 with blanks
appropriately completed in conformity herewith (each a “Domestic
Revolving Note” and, collectively, the “Domestic
Revolving Notes”), (ii) if Swing Line Revolving Loans, by a
promissory note of the Domestic Facility Borrowers substantially in the form of
Exhibit A-2 with blanks appropriately completed in conformity
herewith (the “Swing Line Revolving Note”),
and (iii) if Canadian Revolving Loans, by a promissory note of the
Canadian Facility Borrowers substantially in the form of Exhibit A-3
with blanks appropriately completed in conformity herewith (each a “Canadian Revolving Note” and,
collectively, the “Canadian Revolving Notes”).  In furtherance of the provisions of section 15.23
below, and for the avoidance of doubt, a Foreign Borrower only shall be
required to execute and deliver a Note evidencing the Loans actually advanced
to such Foreign Borrower (or other Foreign Borrowers of the same country) and
in no event, shall a Foreign Borrower execute a Note evidencing any obligations
in respect of Loans advanced to any Domestic Facility Borrowers.


 


(b)           Domestic
Revolving Notes. 
The Domestic Revolving Note issued to by a Domestic Facility Lender
shall:  (i) be executed only by the
Domestic Facility Borrowers; (ii) be payable to the order of such Domestic
Facility Lender and be dated on or prior to the date the first Loan evidenced
thereby is made; (iii) be in a stated principal amount equal to the
Domestic Revolving Commitment of such Domestic Facility Lender and be payable
in the principal amount of Domestic Revolving Loans evidenced thereby; (iv) mature
on the Maturity Date; (v) bear interest as provided in section 2.8
in respect of the Domestic Prime Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby; (vi) be subject to mandatory prepayment as
provided in section 7.2; and (vii) be entitled to the benefits
of this Agreement and the other Credit Documents.


 


(c)           Swing
Line Revolving Note. 
The Swing Line Revolving Note issued to the Swing Line Lender
shall:  (i) be executed only by the
Domestic Facility Borrowers; (ii) be payable to the order the Swing Line
Lender and be dated on or prior to the date the first Loan evidenced thereby is
made; (iii) be in a stated principal amount equal to the Swing Line
Revolving Commitment of the Swing Line Lender and be payable in the principal
amount of Swing Line Revolving Loans evidenced thereby; (iv) mature on the
Maturity Date; (v) bear interest as provided in section 2.8 in
respect of the Domestic Prime Rate Loans and Flex Eurodollar Loans, as the case
may be, evidenced thereby; (vi) be subject to mandatory prepayment as
provided in section 7.2; and (vii) be entitled to the benefits
of this Agreement and the other Credit Documents.


 


48





















 


(d)           Canadian
Revolving Notes. 
The Canadian Revolving Note issued to a Canadian Facility Lender
shall:  (i) be executed only by the
Canadian Facility Borrowers; (ii) be payable to the order of such Canadian
Facility Lender and be dated on or prior to the date the first Loan evidenced
thereby is made; (iii) be in a stated principal amount equal to the
Canadian Revolving Commitment of such Canadian Facility Lender and be payable
in the principal amount of Canadian Revolving Loans evidenced thereby; (iv) mature
on the Maturity Date; (v) bear interest as provided in section 2.8
in respect of the Canadian Prime Rate Loans and CDOR Loans, as the case may be,
evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 7.2;
and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.


 


(e)           [Reserved]


 


(f)            Loan
Accounts of Lenders. 
Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the respective indebtedness of each of the
Borrowers to such Lender resulting from each Loan made by such Lender,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.


 


(g)           Loan
Accounts of Administrative Agents.  The Domestic Administrative Agent with
respect to the Domestic Revolving Loans and Swing Line Revolving Loans, and the
Canadian Administrative Agent with respect to Canadian Revolving Loans, in each
case shall maintain accounts in which it shall record (i) the amount of each
Loan made hereunder, the Type thereof, the particular Facility under which such
Loan was made, and the Interest Period or maturity date and applicable interest
rate if such Loan is a Eurodollar Loan or a CDOR Loan, (ii) the amount of
any principal due and payable or to become due and payable from the Borrowers
to each Lender hereunder, and (iii) the amount of any sum received by such
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.


 


(h)           Effect
of Loan Accounts, etc. 
The entries made in the accounts maintained pursuant to sections 2.6(f) and
(g) shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any
Lender or an Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrowers to repay
or prepay the Loans in accordance with the terms of this Agreement.


 


(i)            Endorsements
of Amounts on Notes Prior to Transfer.  Each Lender will, prior to any transfer of
any of the Notes issued to it by the Borrowers, endorse on the reverse side
thereof or the grid attached thereto the outstanding principal amount of Loans
evidenced thereby.  Failure to make any
such notation or any error in any such notation shall not affect the Borrowers’
obligations in respect of such Loans.


 


2.7.         Conversions
of Domestic Revolving Loans and Canadian Revolving Loans .  The Borrowers shall have the option to
Convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of their (i) Domestic
Revolving Loans of one Type owing by them into a Borrowing or Borrowings
pursuant to the Domestic Revolving Facility of another Type of Loans which can
be made pursuant to such Facility and (ii) Canadian Revolving Loans of one
Type owing by them into a


 


49





















 


Borrowing or Borrowings pursuant to the Canadian Revolving Facility of
another Type of Loans which can be made pursuant to such Facility, provided that:


 


(a)           no partial Conversion of a Borrowing
of Eurodollar Loans or CDOR Loans, as applicable, shall reduce the outstanding
principal amount of the Eurodollar Loans or CDOR Loans, as applicable, made pursuant
to such Borrowing to less than the Minimum Borrowing Amount applicable thereto;


 


(b)           any Conversion of Eurodollar Loans
into Domestic Prime Rate Loans and any Conversion of CDOR Loans into Canadian
Prime Rate Loans shall, in each case, be made on, and only on, the last day of
an Interest Period for such Eurodollar Loans or CDOR Loans, as the case may be;


 


(c)           Domestic Prime Rate Loans may only be
Converted into Eurodollar Loans, and Canadian Prime Rate Loans may only be
Converted into CDOR Loans, if no Default under section 12.1(a) or
Event of Default is in existence on the date of the Conversion;


 


(d)           Domestic Prime Rate Loans may not be
Converted into Eurodollar Loans, and Canadian Prime Rate Loans may not be
Converted into CDOR Loans, during any period when such Conversion is not
permitted under section 2.10; and


 


(e)           Borrowings of Eurodollar Loans and
CDOR Loans resulting from this section 2.7 shall conform to the
requirements of section 2.2(a).


 


Each such Conversion shall be effected by the applicable Borrower
giving the Domestic Administrative Agent, in the case of Domestic Revolving
Loans, or the Canadian Administrative Agent, in the case of Canadian Revolving
Loans, at its Notice Office, prior to 12:00 noon (local time at such Notice
Office), at least three Business Days’, in the case of Conversion into a
Eurodollar Loan or a CDOR Loan (or prior to 12:00 noon (local time at such
Notice Office) same Business Day’s, in the case of a Conversion into Domestic
Prime Rate Loans or Canadian Prime Rate Loans), prior written notice (or
telephonic notice promptly confirmed in writing if so requested by the
applicable Administrative Agent) (each a “Notice of Conversion”),
substantially in the form of Exhibit B-2, specifying the Loans to
be so Converted, the Type of Loans to be Converted into and, if to be Converted
into a Borrowing of Eurodollar Loans or CDOR Loans, the Interest Period to be
initially applicable thereto.  The
Domestic Administrative Agent, in the case of Domestic Revolving Loans, and the
Canadian Administrative Agent, in the case of Canadian Revolving Loans, shall
give each Domestic Facility Lender or Canadian Facility Lender, as the case may
be, prompt notice of any such proposed Conversion affecting any of its Loans.  For the avoidance of doubt, the prepayment or
repayment of (i) any Domestic Revolving Loans out of the proceeds of other
Domestic Revolving Loans by the Domestic Facility Borrowers is not considered a
Conversion of Domestic Revolving Loans into other Domestic Revolving Loans and (ii) any
Canadian Revolving Loans out of the proceeds of other Canadian Revolving Loans
by the Canadian Facility Borrowers is not considered a Conversion of Canadian
Revolving Loans into other Canadian Revolving Loans.


 


50





















 


2.8.         Interest.  (a) Interest Rate for
Domestic Prime Rate Loans. 
During such periods as a Domestic Revolving Loan, a Swing Line Revolving
Loan, or a Canadian Revolving Loan is a Domestic Prime Rate Loan, the unpaid
principal amount thereof shall bear interest at a fluctuating rate per annum
which shall at all times be equal to the Domestic Prime Rate in effect from
time to time.


 


(b)           Interest
Rate for Eurodollar Loans.  During such periods as a Domestic Revolving
Loan or a Canadian Revolving Loan is a Eurodollar Loan, the unpaid principal
amount thereof shall bear interest at a rate per annum which shall at all times
during any Interest Period applicable thereto be the relevant Eurodollar Rate
for such Interest Period, plus the
Applicable Eurodollar Margin in effect from time to time.


 


(c)           Interest
Rate for Canadian Prime Rate Loans.  During such periods as a Canadian Revolving
Loan is a Canadian Prime Rate Loan, the unpaid principal amount thereof shall
bear interest at a fluctuating rate per annum which shall at all times be equal
to the Canadian Prime Rate in effect from time to time.


 


(d)           Interest
Rate for CDOR Loans. 
During such periods as a Canadian Revolving Loan is a CDOR Loan, the
unpaid principal amount of each CDOR Loan shall bear interest at the rate per
annum which shall at all times during any Interest Period applicable thereto be
equal to the CDOR Rate for such Interest Period, plus the Applicable Eurodollar Margin in
effect from time to time.


 


(e)           Interest Rate for Flex Eurodollar
Loans.  During
such periods as a Swing Line Revolving Loan is a Flex Eurodollar Loan, the
unpaid principal amount of each Flex Eurodollar Loan shall bear interest a
fluctuating rate per annum which shall at all times during the one-month
Interest Period applicable thereto be equal to the Flex Eurodollar Rate as
determined by the Domestic Administrative Agent plus the Applicable Eurodollar Margin in
effect from time to time.


 


(f)            Default
Interest. 
Notwithstanding the above provisions, if a Default under section 12.1(a) or
an Event of Default is in existence, all outstanding amounts of principal and,
to the extent permitted by law, all overdue interest, in respect of each Loan
shall bear interest, payable on demand, at a fluctuating rate per annum equal to
two percent (2%) per annum above the interest rate which is or would be
applicable from time to time pursuant to sections 2.8(a) in respect
of Domestic Prime Rate Loans.  If any
amount (other than the principal of and interest on the Loans) payable by the
Borrowers under the Credit Documents is not paid when due, such amount shall
bear interest, payable on demand, at a fluctuating rate per annum equal to two
percent (2%) per annum above the interest rate which would be applicable under section 2.8(a) to
Domestic Prime Rate Loans in effect from time to time.


 


(g)           Accrual
and Payment of Interest.  Interest shall accrue from and including the
date of any Borrowing to but excluding the date of any prepayment or repayment
thereof and shall be payable on the Maturity Date and:


 


(i)            in the case of any Swing Line
Revolving Loan, (A) monthly in arrears on the last Business Day of each
calendar month, and (B) on any repayment or prepayment


 


51





















 


(on the amount repaid or prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand;


 


(ii)           in the case of any Domestic Revolving
Loan, (A) which is a Domestic Prime Rate Loan, monthly in arrears on the
last Business Day of each calendar month, (B) which is a Eurodollar Loan,
on the last day of each Interest Period applicable thereto and, in the case of
an Interest Period in excess of three months, on the dates which are
successively three months after the commencement of such Interest Period, and (C) on
any repayment, prepayment or Conversion (on the amount repaid, prepaid or
Converted), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand; and


 


(iii)          in the case of any Canadian Revolving
Loan, (A) which is a Canadian Prime Rate Loan or a Domestic Prime Rate
Loan, monthly in arrears on the last Business Day of each calendar month, (B) which
is a CDOR Loan or a Eurodollar Loan, on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on the dates which are successively three months after the commencement
of such Interest Period, and (C) on any repayment, prepayment or
Conversion (on the amount repaid, prepaid or Converted), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.


 


(h)           Computations
of Interest. 
All computations of interest hereunder shall be made in accordance with section 15.7(b).


 


(i)            Information
as to Interest Rates. 
The Domestic Administrative Agent, in the case of Borrowings under the
Domestic Revolving Facility or the Swing Line Revolving Facility, or the
Canadian Administrative Agent, in the case of Borrowings under the Canadian
Revolving Facility, as the case may be, upon determining the interest rate for
any Borrowing shall promptly notify the affected Borrowers and the affected
Lenders thereof.  Subject to any maximum
or minimum interest rate limitation specified herein or by applicable law, the
Flex Eurodollar Rate shall change automatically without notice to the Borrower
immediately on each Business Day with each change in the Flex Eurodollar Rate,
with any change thereto effective as of the opening of business on the day of
the change.  If the Domestic
Administrative Agent or the Canadian Administrative Agent, as the case may be,
is unable to determine the Eurodollar Rate for any Borrowing of Eurodollar
Loans or the Flex Eurodollar Rate for any Borrowing of Flex Eurodollar Loans by
reference to the Telerate Screen or other information provided by a service
organization referred to in clause (i) of the definitions of the term
Eurodollar Rate and Flex Eurodollar Rate, as the case may be, then each
Reference Bank agrees to furnish the Domestic Administrative Agent or the
Canadian Administrative Agent, as the case may be, timely information for the
purpose of determining the Eurodollar Rate or the Flex Eurodollar Rate, as the
case may be, for any such Borrowing.  If
any one or more of the Reference Banks shall not timely furnish such
information, the Domestic Administrative Agent or the Canadian Administrative
Agent, as the case may be, shall determine the Eurodollar Rate or the Flex
Eurodollar Rate, as the case may be, on the basis of timely information
furnished by the remaining Reference Banks.


 


52





















 


(j)            Interest
Margins.  As
used herein, the term “Applicable Eurodollar
Margin”, as applied to any Domestic Revolving Loan that is a
Eurodollar Loan, any Swing Line Revolving Loan that is a Flex Eurodollar Loan,
any Canadian Revolving Loan that is a CDOR Loan or a Eurodollar Loan, means the
particular rate per annum determined by the Domestic Administrative Agent in
accordance with the Pricing Grid Table which appears below, based on the ratio
of Consolidated Total Debt to Consolidated EBITDA and such Pricing Grid Table,
and the following provisions:


 


(i)            Initially, until changed hereunder
in accordance with the following provisions, the Applicable Eurodollar Margin
will be 40.00 Basis Points per annum.


 


(ii)           Commencing with the fiscal quarter of
the Borrowers ended on or nearest to December 31, 2005, and continuing
with each fiscal quarter thereafter, the Domestic Administrative Agent will
determine the Applicable Eurodollar Margin in accordance with the Pricing Grid
Table, based on the ratio of (x) Consolidated Total Debt as of the end of such
fiscal quarter, to (y) Consolidated EBITDA for the Testing Period ended on the
last day of such fiscal quarter, and identified in such Pricing Grid Table.  Changes in the Applicable Eurodollar Margin
based upon changes in such ratio shall become effective on the first day of the
month following the receipt by the Domestic Administrative Agent pursuant to section 10.1(a) or
(b), as applicable, of the financial statements of the Borrowers in
respect of the period ending with such fiscal quarter, accompanied by the
applicable certificate and calculations referred to in section 10.1(c),
demonstrating the computation of such ratio, based upon the ratio in effect at
the end of the applicable period covered (in whole or in part) by such
financial statements.


 


(iii)          Notwithstanding the above provisions,
during any period when (A) the Borrowers have failed to timely deliver
their consolidated financial statements referred to in section 10.1(a) or
(b), accompanied by the applicable certificate and calculations referred
to in section 10.1(c), (B) a Default under section 12.1(a) has
occurred and is continuing, or (C) an Event of Default has occurred and is
continuing, without waiving or limiting any other right or remedy of the
Lenders in respect thereof, the Applicable Eurodollar Margin shall each be the
highest rate per annum indicated therefor in the Pricing Grid Table, regardless
of the ratio of Consolidated Total Debt to Consolidated EBITDA at such time.


 


(iv)          The Domestic Administrative Agent will
promptly provide notice of its determinations hereunder to the Canadian
Administrative Agent, the Borrowers and the Lenders.  Any such determination by such Administrative
Agent pursuant to this section 2.8(j) shall be conclusive and
binding absent manifest error.


 


53





















 


PRICING
GRID TABLE


(expressed
in Basis Points)


 


	
  Ratio of

  Consolidated Total Debt

  To

  Consolidated EBITDA

  	
   

  	
  Applicable

  Eurodollar

  Margin for

  Domestic

  Revolving Loans,

  Swing Line

  Revolving Loans,

  and Canadian

  Revolving Loans

  	
   

  	
  Applicable

  Facility Fee

  Rate

  	
   

  
	
  > 2.50 to 1.00

  	
   

  	
  70.00

  	
   

  	
  17.50

  	
   

  
	
  > 2.00 to 1.00 and < 2.50 to
  1.00

  	
   

  	
  60.00

  	
   

  	
  15.00

  	
   

  
	
  > 1.50 to 1.00 and < 2.00 to
  1.00

  	
   

  	
  50.00

  	
   

  	
  12.50

  	
   

  
	
  < 1.50 to 1.00

  	
   

  	
  40.00

  	
   

  	
  10.00

  	
   

  



 


2.9.                            Selection
and Continuation of Interest Periods. 
(a) A Borrower shall have the right


 


(i)                                     at
the time that it gives a Notice of Borrowing or Notice of Conversion in respect
of the making of or Conversion into a Borrowing of (A) Domestic Revolving
Loans consisting of Eurodollar Loans or (B) Canadian Revolving Loans
consisting of CDOR Loans or Eurodollar Loans, to select in such Notice the
Interest Period to be applicable to such Borrowing, and


 


(ii)                                  prior
to 11:00 A.M. (local time at the Notice Office) on the third Business Day
prior to the expiration of an Interest Period applicable to a Borrowing of
Domestic Revolving Loans consisting of Eurodollar Loans, to elect by giving the
Domestic Administrative Agent written or telephonic notice (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Domestic Administrative Agent) to Continue all or a portion consisting of at
least the Minimum Borrowing Amount of the principal amount of such Loans as one
or more Borrowings of Eurodollar Loans and to select the Interest Period to be
applicable to any such Borrowing, and


 


(iii)                               prior
to 11:00 A.M. (local time at the Notice Office) on the third Business Day
prior to the expiration of an Interest Period applicable to a Borrowing of
Canadian 


 


54





















 


Revolving Loans consisting of CDOR Loans or
Eurodollar Loans, to elect by giving the Canadian Administrative Agent written
or telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by the Canadian Administrative Agent) to Continue all or
a portion consisting of at least the Minimum Borrowing Amount of the principal
amount of such Loans as one or more Borrowings of, as the case may be, CDOR
Loans or Eurodollar Loans and to select the Interest Period to be applicable to
any such Borrowing (any such notice referred to in this section 2.9(a)(ii) or
2.9(a)(iii), a “Notice of Continuation”),


 


which Interest Period shall, at the option of the applicable Borrowers,
be a one, two, three or six month period; provided,
that notwithstanding anything to the contrary contained above, the Borrower’s
right to select an Interest Period or to effect any Continuation shall be
subject to the applicable provisions of section 2.10 and to the
following:


 


(i)                                     the
initial Interest Period for any Borrowing of Eurodollar Loans or CDOR Loans
shall commence on the date of such Borrowing (the date of a Borrowing resulting
from a Conversion or Continuation shall be the date of such Conversion or
Continuation) and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
expires;


 


(ii)                                  if
any Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period,
such Interest Period shall end on the last Business Day of such calendar month;


 


(iii)                               if
any Interest Period would otherwise expire on a day which is not a Business
Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period
would otherwise expire on a day which is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day;


 


(iv)                              no
Interest Period for any Eurodollar Loan or any CDOR Loan may be selected which
would end after the Maturity Date;


 


(v)                                 each
Borrowing of Eurodollar Loans and CDOR Loans resulting from any Continuation
shall be in at least the Minimum Borrowing Amount applicable thereto;


 


(vi)                              no
Interest Period may be elected at any time when a Default under section 12.1(a) or
an Event of Default is then in existence unless the Required Domestic Facility
Lenders or the Required Canadian Facility Lenders, as applicable, otherwise
agree; and


 


(vii)                           A
Borrowing of any Class may not be Converted to or Continued as a Borrowing
of Eurodollar Loans or CDOR Loans if after giving effect thereto (i) the
Interest Period therefor would commence before and end after a date on which
any principal of the Loans of such Class is scheduled to be repaid and (ii) the
sum of the aggregate principal amount of outstanding Borrowings of Eurodollar
Loans or CDOR Loans of such Class with Interest Periods ending on or prior
to such scheduled repayment 


 


55





















 


date, plus the
aggregate principal amount of outstanding Borrowings of, as applicable,
Domestic Prime Rate Loans or Canadian Prime Rate Loans of such Class would
be less than the aggregate principal amount of Loans of such Class required
to be repaid on such scheduled repayment date.


 


(b)                                 If upon the expiration
of any Interest Period the applicable Borrower has failed to (or may not) elect
a new Interest Period to be applicable to the respective Borrowing of
Eurodollar Loans or CDOR Loans as provided above, such Borrower shall be deemed
to have elected to Convert such Borrowing of Eurodollar Loans to Domestic Prime
Rate Loans and such Borrowing of CDOR Loans to Canadian Prime Rate Loans,
effective as of the expiration date of such current Interest Period.  If the applicable Borrower fails to specify
in a Notice of Continuation the Interest Period for any Eurodollar Loans or
CDOR Loans which will be Continued as Eurodollar Loans or CDOR Loans, as the
case may be, such Interest Period shall be deemed to be one month.


 


2.10.                     Increased
Costs, Illegality, etc.  (a) In
the event that (1) in the case of clause (i) below, the
Administrative Agents or (2) in the case of clauses (ii) and (iii) below,
any Lender, shall have determined on a reasonable basis (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto):


 


(i)                                     on
any date for determining the Eurodollar Rate or the CDOR Rate for any Interest
Period, or the Flex Eurodollar Rate, that by reason of any changes arising
after the Effective Date affecting the applicable interbank Eurodollar market
or the interbank Canadian Dollar market, adequate and fair means do not exist
for ascertaining the applicable interest rate on the basis provided for in the
definition of the Eurodollar Rate, the Flex Eurodollar Rate or the CDOR Rate;
or


 


(ii)                                  at
any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder in an amount which such Lender
reasonably deems material with respect to any Eurodollar Loans, Flex Eurodollar
Loans or CDOR Loans (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges) because of (x) any change since the Effective Date
in any applicable law, governmental rule, regulation, guideline, order or
request (whether or not having the force of law), or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline, order or request (such as, for
example, but not limited to, a change in official reserve requirements, but, in
all events, excluding reserves includable in the Eurodollar Rate and the Flex
Eurodollar Rate pursuant to the definitions thereof) and/or (y) other
circumstances adversely affecting the interbank Eurodollar market with respect
to Eurodollar Loans and Flex Eurodollar Loans, the interbank Canadian Dollar
market with respect to CDOR Loans, or the position of such Lenders in such
markets; or


 


(iii)                               at
any time, that the making or continuance of any Eurodollar Loan, Flex
Eurodollar Loan or CDOR Loan has become unlawful by compliance by such Domestic
Facility Lender or Canadian Facility Lender, as applicable, in good faith with
any change since the Effective Date in any law, governmental rule, regulation,
guideline or order, or 


 


56





















 


the interpretation or application thereof, or
would conflict with any thereof not having the force of law but with which such
Lender customarily complies or has become impracticable as a result of a
contingency occurring after the Effective Date which materially adversely
affects the interbank Eurodollar market or the interbank Canadian Dollar
market;


 


then, and in any
such event, such Lender (or the applicable Administrative Agent in the case of
clause (i) above) shall (x) on or promptly following such date or time and
(y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the affected Borrowers and
to the Administrative Agents of such determination (which notice the
Administrative Agents shall promptly transmit to each of the other applicable
Lenders).  Thereafter (x) in the
case of clause (i) above, affected Eurodollar Loans, Flex Eurodollar Loans
or affected CDOR Loans, as the case may be, shall no longer be available until
such time as the applicable Administrative Agent notifies the affected
Borrowers and the affected Lenders that the circumstances giving rise to such
notice by such Administrative Agent no longer exist, and any Notice of
Borrowing or Notice of Conversion, as applicable, given by the Borrowers with
respect to affected Eurodollar Loans, affected Flex Eurodollar Loans, or
affected CDOR Loans, as applicable, which have not yet been incurred or
converted shall be deemed rescinded by such Borrowers or, in the case of a
Notice of Borrowing, shall, at the option of the affected Borrowers, be deemed
converted into a Notice of Borrowing for Domestic Prime Rate Loans (in the case
of affected Eurodollar Loans and Flex Eurodollar Loans) or Canadian Prime Rate
Loans (in the case of affected CDOR Loans) to be made on the date of Borrowing
contained in such Notice of Borrowing, (y) in the case of clause (ii) above,
the affected Borrowers shall, for so long as such increased cost or reduction
in amount shall exist, pay to such Domestic Facility Lender, Swing Line Lender
or the Canadian Facility Lender, as applicable, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender shall determine) as
shall be required to compensate such Lender, for such increased costs or
reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof submitted to the affected Borrowers by such Lender shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) and (z) in
the case of clause (iii) above, the affected Borrowers shall take one of
the actions specified in section 2.10(b) as promptly as
possible and, in any event, within the time period required by law.


 


(b)                                 At any time that any
Eurodollar Loan, any Flex Eurodollar Loan or any CDOR Loan is affected by the
circumstances described in section 2.10(a)(ii) or (iii),
the affected Borrowers may (and in the case of a Eurodollar Loan, Flex
Eurodollar Loan or CDOR Loan affected pursuant to section 2.10(a)(iii) the
affected Borrowers shall) either (i) if the affected Eurodollar Loan, the
affected Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is
then being made pursuant to a Borrowing, by giving the Domestic Administrative
Agent or Canadian Administrative Agent, as applicable, telephonic notice
(confirmed promptly in writing) thereof on the same date that the Borrowers
were notified by a Lender pursuant to section 2.10(a)(ii) or (iii),
cancel said affected Borrowing, convert the related Notice of Borrowing into
one requesting a Borrowing of Domestic Prime Rate Loans (in the case of
affected Eurodollar Loans and affected Flex Eurodollar Loans) or Canadian Prime
Rate Loan (in the case of affected CDOR Loans) or require the affected Lender
to make its requested Loan as a Domestic Prime 


 


57





















 


Rate Loan (in the case of affected Eurodollar Loans or affected Flex
Eurodollar Loans) or Canadian Prime Rate Loan (in the case of affected CDOR
Loans), as the case may be, or (ii) if the affected Eurodollar Loan, the
affected Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is
then outstanding, upon at least one Business Day’s notice (or same Business Day’s
notice in the case of an affected Flex Eurodollar Loan) to the Domestic
Administrative Agent or the Canadian Administrative Agent, as applicable,
require the affected Lender to convert each such Eurodollar Loan or Flex
Eurodollar Loan, as applicable, into a Domestic Prime Rate Loan or each such
CDOR Loan into a Canadian Prime Rate Loan, provided
that if more than one Domestic Facility Lender (in the case of Eurodollar
Loans) or more than one Canadian Facility Lender (in the case of CDOR Loans or
Eurodollar Loans) is affected at any time, then all affected Domestic Facility
Lenders and all affected Canadian Facility Lenders, as the case may be, must be
treated the same pursuant to this section 2.10(b).


 


(c)                                  If any Lender shall
have determined that after the Effective Date, the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged by law with
the interpretation or administration thereof, or compliance by such Lender or
its parent corporation with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank,
or comparable agency, in each case made subsequent to the Effective Date, has
or would have the effect of reducing by an amount reasonably deemed by such
Lender to be material to the rate of return on such Lender’s or its parent
corporation’s capital or assets as a consequence of such Lender’s commitments
or obligations hereunder to a level below that which such Lender or its parent
corporation could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender’s or its parent corporation’s
policies with respect to capital adequacy), then from time to time, within five
days after demand by such Lender (with a copy to the Administrative Agents),
the Borrowers shall pay to such Lender such additional amount or amounts as
will compensate such Lender or its parent corporation for such reduction.  Each Lender, upon determining in good faith
that any additional amounts will be payable pursuant to this section 2.10(c),
will give prompt written notice thereof to the Borrowers, which notice shall
set forth, in reasonable detail, the basis of the calculation of such
additional amounts, although the failure to give any such notice shall not
release or diminish any of the Borrowers’ obligations to pay additional amounts
pursuant to this section 2.10(c) upon the subsequent receipt
of such notice.


 


2.11.                     Breakage
Compensation.  Each Borrower shall
compensate each applicable Lender, upon its written request (which request
shall set forth in reasonable detail the basis for requesting and the method of
calculating such compensation), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other
funds required by such Lender to fund its Eurodollar Loans or CDOR Loans) which
such Lender may sustain:  (i) if for
any reason (other than a default by such Lender or such Administrative Agent),
a Borrowing of Eurodollar Loans or CDOR Loans, as applicable, does not occur on
a date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not rescinded or withdrawn by the Borrowers or deemed rescinded or
withdrawn pursuant to section 2.10); (ii) if any repayment,
prepayment, Conversion or Continuation of any of its Eurodollar Loans or CDOR
Loans occurs on a date which is not the last day of an Interest Period
applicable thereto; (iii) if any prepayment of any of 


 


58





















 


its Eurodollar Loans or CDOR Loans is not made on any date specified in
a notice of prepayment given by a Borrower; or (iv) as a consequence of
(x) any other default by a Borrower to repay its Eurodollar Loans or CDOR Loans
when required by the terms of this Agreement or (y) an election made pursuant
to section 2.10(b).  Such
loss, cost, expense and liability to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the interest rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to effect a Borrowing, Conversion or Continuation, for the period that would
have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement
of such period, for Dollar deposits of a comparable amount and period from
other banks in the London interbank market (with respect to Eurodollar Loans)
or the Canadian Dollar interbank market (with respect to CDOR Loans). A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this section shall be delivered to the
Borrowers and shall be conclusive absent manifest error.  Each Borrower shall pay such Lender the
amount shown as due on any such request within ten days after receipt thereof.


 


2.12.                     Same
Indebtedness; Other References


 


(a)                                  This Agreement and
the other Credit Documents shall not be deemed to provide for or effect a
novation or repayment and re-advance of any portion of the Indebtedness under
the Existing Credit Agreement now outstanding, it being the intention of the
Borrowers and the Lenders hereby that the Indebtedness owing under this
Agreement be and hereby is the same Indebtedness as that owing under the
Existing Credit Agreement immediately prior to the effectiveness hereof.  Without limiting the generality of the
foregoing, to the extent, if any, not paid prior to the effectiveness of this
Agreement, all accrued interest and fees owing under and pursuant to the
Existing Credit Agreement shall be due and payable in full on the date on which
they would have been due and payable pursuant to the Existing Credit Agreement.


 


(b)                                 Upon the effectiveness
of this Agreement, the Existing Credit Agreement shall be deemed to have been
amended and restated in its entirety and superseded by this Agreement, and any
references in any other Credit Document to the Existing Credit Agreement shall
be deemed to refer to this Agreement.


 


SECTION 3.                            DOMESTIC
FACILITY LETTERS OF CREDIT.


 


3.1.                            Domestic
Facility Letters of Credit.  (a) Subject
to and upon the terms and conditions herein set forth, any Domestic Facility
Borrower may request a Letter of Credit Issuer at any time and from time to
time on or after the Closing Date and prior to the date that is 15 Business
Days prior to the Maturity Date to issue, for the account of that Borrower or
any of its Subsidiaries (other than the Receivables Facility Subsidiary) a
Domestic Facility Letter of Credit (the Borrower so requesting, a “Domestic Facility Letter of Credit Obligor”), and in
support of worker compensation, liability insurance, releases of contract
retention obligations, contract performance guarantee requirements and other
bonding obligations of a Domestic Facility Borrower or any Subsidiary (other
than the Receivables Facility Subsidiary) of that Borrower 


 


59





















 


incurred in the ordinary course of its business, and such other standby
obligations of a Domestic Facility Borrower and any Subsidiary (other than the
Receivables Facility Subsidiary) of that Borrower that are acceptable to the
Letter of Credit Issuer, and subject to and upon the terms and conditions
herein set forth, the Letter of Credit Issuer agrees to issue from time to
time, irrevocable standby letters of credit denominated and payable in Dollars
in such form as may be approved by such Letter of Credit Issuer and the
Domestic Administrative Agent (each such letter of credit, a “Domestic Facility Letter of Credit” and collectively,
the “Domestic Facility Letters of Credit”).


 


(b)                                 Notwithstanding the
foregoing, (i) no Domestic Facility Letter of Credit shall be issued in
the Stated Amount of which, when added to the Domestic Facility Letter of
Credit Outstandings at such time, would exceed either (x) $50,000,000 or (y)
when added to the aggregate principal amount of all Domestic Revolving Loans
and Swing Line Revolving Loans then outstanding, an amount equal to the Total
Domestic Revolving Commitment at such time; (ii) no individual Domestic
Facility Letter of Credit shall be issued which has an initial Stated Amount
less than $100,000 unless such lesser Stated Amount is acceptable to the Letter
of Credit Issuer; and (iii) each Domestic Facility Letter of Credit shall
have an expiry date (including any renewal periods) occurring not later than
the earlier of (A) one year from the date of issuance thereof, unless a
longer period is approved by the relevant Letter of Credit Issuer and the
Required Domestic Facility Lenders, and (B) 15 Business Days prior to the
Maturity Date, in each case on terms acceptable to the Domestic Administrative
Agent and the Letter of Credit Issuer. In addition, no Domestic Facility Letter
of Credit shall be issued or increased in amount if after giving effect thereto
the Domestic Facility Borrowers would be required to prepay Domestic Revolving
Loans in accordance with section 7.2(a).


 


(c)                                  Notwithstanding the
foregoing, in the event a Lender Default exists with respect to a Domestic
Facility Lender, no Letter of Credit Issuer shall be required to issue any
Domestic Facility Letter of Credit unless either (i) such Letter of Credit
Issuer has entered into arrangements satisfactory to it and the Borrowers to
eliminate such Letter of Credit Issuer’s risk with respect to the participation
in Domestic Facility Letters of Credit of the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender’s or Lenders’ Domestic
Revolving Facility Percentage of the Domestic Facility Letter of Credit
Outstandings; or (ii) the issuance of such Domestic Facility Letter of
Credit, taking into account the potential failure of such Defaulting Lender or
Lenders to risk participate therein, will not cause such Letter of Credit
Issuer to incur aggregate credit exposure hereunder with respect to Domestic
Revolving Loans and Domestic Facility Letter of Credit Outstandings in excess
of its Domestic Revolving Commitment, and the Borrowers have undertaken, for
the benefit of such Letter of Credit Issuer, pursuant to an instrument
satisfactory in form and substance to the Letter of Credit Issuer, not to
thereafter incur Loans or Domestic Facility Letter of Credit Outstandings
hereunder which would cause the Letter of Credit Issuer to incur aggregate
credit exposure hereunder with respect to Loans and Domestic Facility Letter of
Credit Outstandings in excess of its Domestic Revolving Commitment.


 


(d)                                 Annex III
hereto contains a description of all Existing Letters of Credit outstanding on,
and to continue in effect after, the Closing Date that were issued under the “Domestic
Revolving Facility” of the Existing Credit Agreement. Each such Existing Letter
of Credit shall constitute a “Domestic Facility Letter of Credit” for all
purposes of this Agreement, 


 


60





















 


issued, for purposes of section 5.2(b), on the Closing Date
(provided that any and all fees accrued to the Closing Date in respect thereof
pursuant to the Existing Credit Agreement shall have been paid in full on or
before the Closing Date), and the Borrowers, the Administrative Agents and the
applicable Lenders hereby agree that, from and after such date, the terms of
this Agreement shall apply to such Existing Letters of Credit, superseding any
other agreement theretofore applicable to them to the extent inconsistent with
the terms hereof.


 


3.2.                            Domestic Facility Letter of Credit
Requests: Notices of Issuance.  (a) Whenever
it desires that a Domestic Facility Letter of Credit be issued, a Domestic
Facility Borrower shall give the Domestic Administrative Agent and the Letter
of Credit Issuer written or telephonic notice (in the case of telephonic
notice, promptly confirmed in writing if so requested by the Domestic
Administrative Agent) which, if in the form of written notice shall be
substantially in the form of Exhibit B-3, or transmit by electronic
communication (if arrangements for doing so have been approved by the Letter of
Credit Issuer), prior to 12:00 noon (local time at its Notice Office) at least
three Business Days (or such shorter period as may be acceptable to the
relevant Letter of Credit Issuer) prior to the proposed date of issuance (which
shall be a Business Day) (each a “Domestic Facility Letter
of Credit Request”), which Domestic Facility Letter of Credit
Request shall include such supporting documents that such Letter of Credit
Issuer customarily requires in connection therewith (including, in the case of
a Letter of Credit for an account party other than the Domestic Facility
Borrowers, an application for, and if applicable a reimbursement agreement with
respect to, such Letter of Credit).  Any
documents executed in connection with the issuance of a Letter of Credit
(whether a Domestic Facility Letter of Credit or a Canadian Facility Letter of
Credit), including the Letter of Credit itself, are herein referred to as “Letter of Credit Documents”.  In the event of any inconsistency between any
of the terms or provisions of any Letter of Credit Document and the terms and
provisions of this Agreement respecting Domestic Facility Letters of Credit,
the terms and provisions of this Agreement shall control.  The Domestic Administrative Agent shall
promptly notify each Domestic Facility Lender of each Domestic Facility Letter
of Credit Request.


 


(b)                                 Each Letter of Credit
Issuer shall, on the date of each issuance of a Domestic Facility Letter of
Credit by it, give the Domestic Administrative Agent, each applicable Lender
and the applicable Borrower written notice of the issuance of such Domestic
Facility Letter of Credit, accompanied by a copy to the Domestic Administrative
Agent of the such Domestic Facility Letters of Credit issued by it.  Each Letter of Credit Issuer shall provide to
the Domestic Administrative Agent a quarterly (or monthly if requested by any
applicable Lender) summary describing each Domestic Facility Letter of Credit
issued by such Letter of Credit Issuer and then outstanding and an
identification for the relevant period of the daily aggregate Domestic Facility
Letter of Credit Outstandings represented by Domestic Facility Letters of
Credit issued by such Letter of Credit Issuer.


 


3.3.                            Agreement
to Repay Domestic Facility Letter of Credit Drawings.  (a) Each Domestic Facility Borrower
hereby agrees to reimburse (or cause any Domestic Facility Letter of Credit
Obligor for whose account a Domestic Facility Letter of Credit was issued to
reimburse) each Letter of Credit Issuer, by making payment directly to such
Letter of Credit Issuer in immediately available funds at the payment office of
the Letter of Credit Issuer, for any payment or disbursement made by the Letter
of Credit Issuer under any Domestic Facility Letter of Credit (each such amount
so paid or disbursed until reimbursed, an “Unpaid Domestic Facility 


 


61





















 


Drawing”)
immediately after, and in any event on the date on which, such Letter of Credit
Issuer notifies such Borrower of such payment or disbursement (which notice to
such Borrower shall be delivered reasonably promptly after any such payment or
disbursement), such payment to be made in Dollars, with interest on the amount
so paid or disbursed by such Letter of Credit Issuer, to the extent not
reimbursed prior to 1:00 P.M. (local time at the payment office of the
Letter of Credit Issuer) on the date of such payment or disbursement, from and
including the date paid or disbursed to but not including the date such Letter
of Credit Issuer is reimbursed therefor at a rate per annum which shall be the
rate then applicable to Domestic Revolving Loans which are Domestic Prime Rate
Loans (plus an additional 2% per annum if not reimbursed by the Business Day
after the date of such payment or disbursement), any such interest also to be
payable on demand.


 


(b)                                 Each Domestic Facility
Borrower’s obligation under this section 3.3 to reimburse each
Letter of Credit Issuer with respect to Unpaid Domestic Facility Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which any Borrower or any other Domestic Facility Letter of
Credit Obligor may have or have had against the Letter of Credit Issuer, the
Administrative Agents, the Co-Lead Arrangers, the Co-Documentation Agents or
any Lender, including, without limitation, any defense based upon the failure
of any drawing under a Domestic Facility Letter of Credit to conform to the
terms of the Domestic Facility Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing or upon any
draft, certificate or other document presented under the Domestic Facility
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
provided, however, that no Borrower
shall be obligated to reimburse a Letter of Credit Issuer for any wrongful
payment made by such Letter of Credit Issuer under a Domestic Facility Letter
of Credit as a result of acts or omissions constituting willful misconduct or
gross negligence on the part of such Letter of Credit Issuer.


 


3.4.                            Domestic
Facility Letter of Credit Participations. 
(a) Immediately upon the issuance by a Letter of Credit Issuer of
any Domestic Facility Letter of Credit, such Letter of Credit Issuer shall be
deemed to have sold and transferred to each Domestic Facility Lender, and each
such Domestic Facility Lender (each a “Domestic Facility Participant”)
shall be deemed irrevocably and unconditionally to have purchased and received
from such Letter of Credit Issuer, without recourse or warranty, an undivided
interest and participation, to the extent of such Lender’s Domestic Revolving
Facility Percentage, in such Domestic Facility Letter of Credit, each
substitute letter of credit, each drawing made thereunder, the obligations of
the Borrowers under this Agreement with respect thereto (although Letter of
Credit Fees shall be payable directly to the Domestic Administrative Agent for the
account of the Domestic Facility Lenders as provided in section 5.2(b) and
the Domestic Facility Participants shall have no right to receive any portion
of any fees of the nature contemplated by section 5.2(c)), the
obligations of any Domestic Facility Letter of Credit Obligor under any Letter
of Credit Documents pertaining thereto, and any security for, or guaranty
pertaining to, any of the foregoing. 
Upon any change in the Domestic Revolving Commitments of the Domestic
Facility Lenders pursuant to section 2.1(e) or 15.4(c),
it is hereby agreed that, with respect to all outstanding Domestic Facility
Letters of Credit and Unpaid Domestic Facility Drawings, there shall be an
automatic adjustment 


 


62





















 


to the participations pursuant to this section 3.4 to
reflect the new Domestic Revolving Facility Percentages of any Domestic
Facility Lender.


 


(b)                                 In determining whether
to pay under any Domestic Facility Letter of Credit, the Letter of Credit
Issuer shall not have any obligation relative to the Domestic Facility
Participants other than to determine that any documents required to be
delivered under such Domestic Facility Letter of Credit have been delivered and
that they appear to comply on their face with the requirements of such Domestic
Facility Letter of Credit. Any action taken or omitted to be taken by the
Letter of Credit Issuer under or in connection with any Domestic Facility
Letter of Credit if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Letter of Credit Issuer any resulting
liability.


 


(c)                                  In the event that a
Letter of Credit Issuer makes any payment under any Domestic Facility Letter of
Credit and the applicable Borrower shall not have reimbursed (or caused any
applicable Domestic Facility Letter of Credit Obligor to reimburse) such amount
in full to such Letter of Credit Issuer pursuant to section 3.3(a),
such Letter of Credit Issuer shall promptly notify the Domestic Administrative
Agent, and the Domestic Administrative Agent shall promptly notify each
Domestic Facility Participant of such failure, and each Domestic Facility
Participant shall promptly and unconditionally pay to the Domestic
Administrative Agent for the account of such Letter of Credit Issuer, the
amount of such Domestic Facility Participant’s Domestic Revolving Facility
Percentage of such payment in U.S. Dollars and in same day funds, provided, however, that no Domestic
Facility Participant shall be obligated to pay to the Domestic Administrative
Agent its Domestic Revolving Facility Percentage of such unreimbursed amount
for any wrongful payment made by such Letter of Credit Issuer under a Domestic
Facility Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.  If the Domestic Administrative Agent so
notifies any Domestic Facility Participant required to fund a payment under a
Domestic Facility Letter of Credit prior to 11:00 A.M. (local time at its
Notice Office) on any Business Day, such Domestic Facility Participant shall
make available to the Domestic Administrative Agent for the account of the
relevant Letter of Credit Issuer such Domestic Facility Participant’s Domestic
Revolving Facility Percentage of the amount of such payment on such Business
Day in same day funds.  If and to the
extent such Domestic Facility Participant shall not have so made its Domestic
Revolving Facility Percentage of the amount of such payment available to the Domestic
Administrative Agent for the account of the relevant Letter of Credit Issuer,
such Domestic Facility Participant agrees to pay to the Domestic Administrative
Agent for the account of such Letter of Credit Issuer, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Domestic Administrative Agent for the account
of such Letter of Credit Issuer at the Federal Funds Effective Rate.  The failure of any Domestic Facility Participant
to make available to the Domestic Administrative Agent for the account of the
relevant Letter of Credit Issuer its Domestic Revolving Facility Percentage of
any payment under any Domestic Facility Letter of Credit shall not relieve any
other Domestic Facility Participant of its obligation hereunder to make
available to the Domestic Administrative Agent for the account of such Letter
of Credit Issuer its Domestic Revolving Facility Percentage of any payment
under any Domestic Facility Letter of Credit on the date required, as specified
above, but no Domestic Facility Participant shall be responsible for the
failure of any other Domestic Facility Participant to make available 


 


63





















 


to the Domestic Administrative Agent for the account of such Letter of
Credit Issuer such other Domestic Facility Participant’s Domestic Revolving
Facility Percentage of any such payment.


 


(d)                                 Whenever a Letter of
Credit Issuer receives a payment of a reimbursement obligation as to which the
Domestic Administrative Agent has received for the account of such Letter of
Credit Issuer any payments from the Domestic Facility Participants pursuant to section 3.4(c) above,
such Letter of Credit Issuer shall pay to the Domestic Administrative Agent and
the Domestic Administrative Agent shall promptly pay to each Domestic Facility
Participant which has paid its Domestic Revolving Facility Percentage thereof,
in U.S. Dollars and in same day funds, an amount equal to such Domestic Facility
Participant’s Domestic Revolving Facility Percentage of the principal amount
thereof and interest thereon accruing after the purchase of the respective
participations, as and to the extent so received.


 


(e)                                  The obligations of
the Domestic Facility Participants to make payments to the Domestic
Administrative Agent for the account of each Letter of Credit Issuer with
respect to Domestic Facility Letters of Credit shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:


 


(i)                                     any
lack of validity or enforceability of this Agreement or any of the other Credit
Documents;


 


(ii)                                  the
existence of any claim, set-off defense or other right which a Borrower may
have at any time against a beneficiary named in a Domestic Facility Letter of
Credit, any transferee of any Domestic Facility Letter of Credit (or any person
for whom any such transferee may be acting), either Administrative Agent,
either Co-Lead Arranger, either Co-Documentation Agent, any Letter of Credit
Issuer, any Lender, or other person, whether in connection with this Agreement,
any Domestic Facility Letter of Credit, the transactions contemplated herein or
any unrelated transactions (including any underlying transaction between a
Borrower and the beneficiary named in any such Domestic Facility Letter of
Credit), other than any claim which a Borrower may have against any applicable
Letter of Credit Issuer for gross negligence or willful misconduct of such
Letter of Credit Issuer in making payment under any applicable Domestic
Facility Letter of Credit;


 


(iii)                               any
draft, certificate or other document presented under the Domestic Facility
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


 


(iv)                              the
surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents: or


 


(v)                                 the
occurrence of any Default or Event of Default.


 


(f)                                    To the extent the
Letter of Credit Issuer is not indemnified by the Borrowers, the Domestic
Facility Participants will reimburse and indemnify the Letter of Credit Issuer,
in proportion to their respective Domestic Revolving Facility Percentages, for
and against any and 


 


64





















 


all liabilities, obligations, losses, damages, penalties, claims,
actions, judgments, costs, expenses or disbursements of whatsoever kind or
nature which may be imposed on, asserted against or incurred by the Letter of
Credit Issuer in performing its respective duties in any way related to or
arising out of its issuance of Domestic Facility Letters of Credit, provided that no Domestic Facility
Participants shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements resulting from the Letter of Credit Issuer’s gross negligence or
willful misconduct.


 


3.5.                            Increased
Costs.  If after the Effective Date,
the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of Credit
Issuer or any Domestic Facility Lender with any request or directive (whether
or not having the force of law) by any such authority, central bank or
comparable agency (in each case made subsequent to the Effective Date) shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Domestic Facility Letters of Credit
issued by such Letter of Credit Issuer or such Domestic Facility Lender’s
participation therein, or (ii) shall impose on such Letter of Credit
Issuer or any Domestic Facility Lender any other conditions affecting this
Agreement, any Domestic Facility Letter of Credit or such Lender’s
participation therein; and the result of any of the foregoing is to increase
the cost to such Letter of Credit Issuer or such Lender of issuing, maintaining
or participating in any Domestic Facility Letter of Credit, or to reduce the
amount of any sum received or receivable by such Letter of Credit Issuer or
such Lender hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then, upon demand to the applicable Borrower by
such Letter of Credit Issuer or such Lender (a copy of which notice shall be
sent by such Letter of Credit Issuer or such Lender to the Domestic
Administrative Agent), the applicable Borrower shall pay to such Letter of
Credit Issuer or such Domestic Facility Lender such additional amount or
amounts as will compensate any such Letter of Credit Issuer or such Lender for
such increased cost or reduction.  A
certificate submitted to the applicable Borrower by the Letter of Credit Issuer
or any such Domestic Facility Lender, as the case may be (a copy of which
certificate shall be sent by the Letter of Credit Issuer or such Lender to the
Domestic Administrative Agent), setting forth the basis for the determination
of such additional amount or amounts necessary to compensate any Letter of
Credit Issuer or such Lender as aforesaid shall be conclusive and binding on the
Borrowers absent manifest error, although the failure to deliver any such
certificate shall not release or diminish any of such Borrower’s obligations to
pay additional amounts pursuant to this section 3.5.


 


SECTION 4.                            CANADIAN
FACILITY LETTERS OF CREDIT.


 


4.1.                            Canadian
Facility Letters of Credit.  (a) Subject
to and upon the terms and conditions herein set forth, a Canadian Facility
Borrower may request a Letter of Credit Issuer at any time and from time to
time on or after the Closing Date and prior to the date that is 15 Business
Days prior to the Maturity Date to issue, for the account of that Borrower or
any of its Subsidiaries a Canadian Facility Letter of Credit (the Borrower so
requesting, a “Canadian
Facility Letter of Credit Obligor”),
and in support of worker compensation, liability insurance, releases of
contract retention obligations, contract performance guarantee requirements and
other bonding obligations of a Canadian Facility Borrower or any of its
Subsidiaries incurred in the 


 


65





















 


ordinary course of its business, and such other standby obligations of
a Canadian Facility Borrower and any of its Subsidiaries that are acceptable to
the Letter of Credit Issuer, and subject to and upon the terms and conditions
herein set forth, the Letter of Credit Issuer agrees to issue from time to
time, irrevocable standby letters of credit denominated and payable in Canadian
Dollars in such form as may be approved by such Letter of Credit Issuer and the
Canadian Administrative Agent (each such letter of credit, a “Canadian Facility Letter of Credit” and collectively,
the “Canadian Facility Letters of Credit”).


 


(b)                                 Notwithstanding the
foregoing, (i) no Canadian Facility Letter of Credit shall be issued in
the Stated Amount of which, when added to the Canadian Facility Letter of
Credit Outstandings at such time, would exceed either (x) CDN$2,000,000 or (y)
when added to the aggregate principal amount of all Canadian Revolving Loans
then outstanding, an amount equal to the Total Canadian Revolving Commitment at
such time; (ii) no individual Canadian Facility Letter of Credit shall be
issued which has an initial Stated Amount less than CDN$100,000 unless such
lesser Stated Amount is acceptable to the Letter of Credit Issuer; and (iii) each
Canadian Facility Letter of Credit shall have an expiry date (including any
renewal periods) occurring not later than the earlier of (A) one year from
the date of issuance thereof, unless a longer period is approved by the relevant
Letter of Credit Issuer and the Required Canadian Facility Lenders, and (B) 15
Business Days prior to the Maturity Date, in each case on terms acceptable to
the Canadian Administrative Agent and the Letter of Credit Issuer. In addition,
no Canadian Facility Letter of Credit shall be issued or increased in amount if
after giving effect thereto the Borrowers would be required to prepay Canadian
Revolving Loans in accordance with section 7.2(c).


 


(c)                                  Notwithstanding the
foregoing, in the event a Lender Default exists with respect to a Canadian
Facility Lender, no Letter of Credit Issuer shall be required to issue any
Canadian Facility Letter of Credit unless either (i) such Letter of Credit
Issuer has entered into arrangements satisfactory to it and the Borrowers to
eliminate such Letter of Credit Issuer’s risk with respect to the participation
in Canadian Facility Letters of Credit of the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender’s or Lenders’ Canadian
Revolving Facility Percentage of the Canadian Facility Letter of Credit
Outstandings; or (ii) the issuance of such Canadian Facility Letter of
Credit, taking into account the potential failure of such Defaulting Lender or
Lenders to risk participate therein, will not cause such Letter of Credit
Issuer to incur aggregate credit exposure hereunder with respect to Canadian
Revolving Loans and Canadian Facility Letter of Credit Outstandings in excess
of its Canadian Revolving Commitment, and the applicable Borrower has undertaken,
for the benefit of such Letter of Credit Issuer, pursuant to an instrument
satisfactory in form and substance to the Letter of Credit Issuer, not to
thereafter incur Loans or Canadian Facility Letter of Credit Outstandings
hereunder which would cause the Letter of Credit Issuer to incur aggregate
credit exposure hereunder with respect to Loans and Canadian Facility Letter of
Credit Outstandings in excess of its Canadian Revolving Commitment.


 


(d)                                 Annex III hereto
contains a description of all Existing Letters of Credit outstanding on, and to
continue in effect after, the Closing Date that were issued under the “Canadian
Revolving Facility” of the Existing Credit Agreement.  Each such Existing Letter of Credit shall
constitute a “Canadian Facility Letter of Credit” for all purposes of this
Agreement, issued, for purposes of section 5.2(b), on the Closing
Date (provided that any and all fees 


 


66





















 


accrued to the Closing Date in
respect thereof pursuant to the Existing Credit Agreement shall have been paid
in full on or before the Closing Date), and the Borrowers, the Administrative
Agents and the applicable Lenders hereby agree that, from and after such date,
the terms of this Agreement shall apply to such Existing Letters of Credit,
superseding any other agreement theretofore applicable to them to the extent
inconsistent with the terms hereof.


 


4.2.                            Canadian Facility Letter of Credit
Requests: Notices of Issuance.  (a) Whenever
it desires that a Canadian Facility Letter of Credit be issued, a Canadian
Facility Borrower shall give the Canadian Administrative Agent and the Letter
of Credit Issuer written or telephonic notice (in the case of telephonic
notice, promptly confirmed in writing if so requested by the Canadian
Administrative Agent) which, if in the form of written notice shall be
substantially in the form of Exhibit B-4, or transmit by electronic
communication (if arrangements for doing so have been approved by the Letter of
Credit Issuer), prior to 12:00 noon (local time at its Notice Office) at least
three Business Days (or such shorter period as may be acceptable to the
relevant Letter of Credit Issuer) prior to the proposed date of issuance (which
shall be a Business Day) (each a “Canadian Facility Letter
of Credit Request”), which Canadian Facility Letter of Credit
Request shall include such Letter of Credit Documents that such Letter of
Credit Issuer customarily requires in connection therewith (including, in the
case of a Canadian Facility Letter of Credit for an account party other than
the Canadian Facility Borrower, an application for, and if applicable a
reimbursement agreement with respect to, such Canadian Facility Letter of
Credit).  In the event of any
inconsistency between any of the terms or provisions of any Letter of Credit
Document and the terms and provisions of this Agreement respecting Canadian
Facility Letters of Credit, the terms and provisions of this Agreement shall
control.  The Canadian Administrative
Agent shall promptly notify each Canadian Facility Lender of each Canadian
Facility Letter of Credit Request.


 


(b)                                 Each Letter of Credit
Issuer shall, on the date of each issuance of a Canadian Facility Letter of
Credit by it, give the Canadian Administrative Agent, each applicable Lender
and the applicable Borrower written notice of the issuance of such Canadian
Facility Letter of Credit, accompanied by a copy to the Canadian Administrative
Agent of the such Canadian Facility Letters of Credit issued by it.  Each Letter of Credit Issuer shall provide to
the Canadian Administrative Agent a quarterly (or monthly if requested by any
applicable Lender) summary describing each Canadian Facility Letter of Credit
issued by such Letter of Credit Issuer and then outstanding and an identification
for the relevant period of the daily aggregate Canadian Facility Letter of
Credit Outstandings represented by Canadian Facility Letters of Credit issued
by such Letter of Credit Issuer.


 


4.3.                            Agreement
to Repay Canadian Facility Letter of Credit Drawings.  (a) Each Canadian Facility Borrower
hereby agrees to reimburse (or cause any Canadian Facility Letter of Credit
Obligor for whose account a Canadian Facility Letter of Credit was issued to
reimburse) each Letter of Credit Issuer, by making payment directly to such
Letter of Credit Issuer in immediately available funds at the payment office of
the Letter of Credit Issuer, for any payment or disbursement made by the Letter
of Credit Issuer under any Canadian Facility Letter of Credit (each such amount
so paid or disbursed until reimbursed, an “Unpaid Canadian Facility
Drawing”) immediately after, and in any event on the date on
which, such Letter of Credit Issuer notifies such Borrower of such payment or
disbursement (which notice to such Borrower shall be delivered reasonably
promptly after any such payment or disbursement), such payment to be 


 


67





















 


made in Canadian Dollars, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior
to 1:00 P.M. (local time at the payment office of the Letter of Credit
Issuer) on the date of such payment or disbursement, from and including the
date paid or disbursed to but not including the date the Letter of Credit
Issuer is reimbursed therefor at a rate per annum which shall be the rate then
applicable to Canadian Revolving Loans which are Canadian Prime Rate Loans
(plus an additional 2% per annum if not reimbursed by the Business Day after
the date of such payment or disbursement), any such interest also to be payable
on demand.


 


(b)                                 Each Canadian Facility
Borrower’s obligation under this section 4.3 to reimburse each
Letter of Credit Issuer with respect to Unpaid Canadian Facility Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which any Borrower or any other Canadian Facility Letter of
Credit Obligor may have or have had against the Letter of Credit Issuer, the
Administrative Agents, the Co-Lead Arrangers, the Co-Documentation Agents or
any Lender, including, without limitation, any defense based upon the failure
of any drawing under a Canadian Facility Letter of Credit to conform to the
terms of the Canadian Facility Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing or upon any
draft, certificate or other document presented under the Canadian Facility
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
provided, however, that no Borrower
shall be obligated to reimburse a Letter of Credit Issuer for any wrongful
payment made by such Letter of Credit Issuer under a Canadian Facility Letter
of Credit as a result of acts or omissions constituting willful misconduct or
gross negligence on the part of such Letter of Credit Issuer.


 


4.4.                            Canadian
Facility Letter of Credit Participations. 
(a) Immediately upon the issuance by a Letter of Credit Issuer of
any Canadian Facility Letter of Credit, such Letter of Credit Issuer shall be
deemed to have sold and transferred to each Canadian Facility Lender, and each
such Canadian Facility Lender (each a “Canadian Facility Participant”)
shall be deemed irrevocably and unconditionally to have purchased and received
from such Letter of Credit Issuer, without recourse or warranty, an undivided
interest and participation, to the extent of such Lender’s Canadian Revolving
Facility Percentage, in such Canadian Facility Letter of Credit, each
substitute letter of credit, each drawing made thereunder, the obligations of
the Borrowers under this Agreement with respect thereto (although Letter of Credit
Fees shall be payable directly to the Canadian Administrative Agent for the
account of the Canadian Facility Lenders as provided in section 5.2(b) and
the Canadian Facility Participants shall have no right to receive any portion
of any fees of the nature contemplated by section 5.2(c)), the
obligations of any Canadian Facility Letter of Credit Obligor under any Letter
of Credit Documents pertaining thereto, and any security for, or guaranty
pertaining to, any of the foregoing. 
Upon any change in the Canadian Revolving Commitments of the Canadian
Facility Lenders pursuant to section 2.1(f) or section 15.4(c),
it is hereby agreed that, with respect to all outstanding Canadian Facility
Letters of Credit and Unpaid Canadian Facility Drawings, there shall be an
automatic adjustment to the participations pursuant to this section 4.4
to reflect the new Canadian Revolving Facility Percentages of any Canadian
Facility Lender.


 


(b)                                 In determining whether
to pay under any Canadian Facility Letter of Credit, the Letter of Credit
Issuer shall not have any obligation relative to the Canadian Facility
Participants 


 


68





















 


other than to determine that any documents required to be delivered
under such Canadian Facility Letter of Credit have been delivered and that they
appear to comply on their face with the requirements of such Canadian Facility
Letter of Credit. Any action taken or omitted to be taken by the Letter of
Credit Issuer under or in connection with any Canadian Facility Letter of
Credit if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Letter of Credit Issuer any resulting
liability.


 


(c)                                  In the event that a
Letter of Credit Issuer makes any payment under any Canadian Facility Letter of
Credit and the applicable Borrower shall not have reimbursed (or caused any
applicable Canadian Facility Letter of Credit Obligor to reimburse) such amount
in full to such Letter of Credit Issuer pursuant to section 4.3(a),
such Letter of Credit Issuer shall promptly notify the Canadian Administrative
Agent, and the Canadian Administrative Agent shall promptly notify each
Canadian Facility Participant of such failure, and each Canadian Facility
Participant shall promptly and unconditionally pay to the Canadian
Administrative Agent for the account of such Letter of Credit Issuer, the
amount of such Canadian Facility Participant’s Canadian Revolving Facility Percentage
of such payment in Canadian Dollars and in same day funds, provided,
however, that no Canadian Facility Participant shall be
obligated to pay to the Canadian Administrative Agent its Canadian Revolving
Facility Percentage of such unreimbursed amount for any wrongful payment made
by such Letter of Credit Issuer under a Canadian Facility Letter of Credit as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of the Letter of Credit Issuer. 
If the Canadian Administrative Agent so notifies any Canadian Facility
Participant required to fund a payment under a Canadian Facility Letter of
Credit prior to 11:00 A.M. (local time at its Notice Office) on any
Business Day, such Canadian Facility Participant shall make available to the
Canadian Administrative Agent for the account of the relevant Letter of Credit
Issuer such Canadian Facility Participant’s Canadian Revolving Facility
Percentage of the amount of such payment on such Business Day in same day
funds.  If and to the extent such
Canadian Facility Participant shall not have so made its Canadian Revolving
Facility Percentage of the amount of such payment available to the Canadian
Administrative Agent for the account of the relevant Letter of Credit Issuer,
such Canadian Facility Participant agrees to pay to the Canadian Administrative
Agent for the account of such Letter of Credit Issuer, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Canadian Administrative Agent for the account
of such Letter of Credit Issuer at the Canadian Prime Rate.  The failure of any Canadian Facility
Participant to make available to the Canadian Administrative Agent for the
account of the relevant Letter of Credit Issuer its Canadian Revolving Facility
Percentage of any payment under any Canadian Facility Letter of Credit shall
not relieve any other Canadian Facility Participant of its obligation hereunder
to make available to the Canadian Administrative Agent for the account of such
Letter of Credit Issuer its Canadian Revolving Facility Percentage of any
payment under any Canadian Facility Letter of Credit on the date required, as
specified above, but no Canadian Facility Participant shall be responsible for
the failure of any other Canadian Facility Participant to make available to the
Canadian Administrative Agent for the account of such Letter of Credit Issuer
such other Canadian Facility Participant’s Canadian Revolving Facility
Percentage of any such payment.


 


(d)                                 Whenever a Letter of
Credit Issuer receives a payment of a reimbursement obligation as to which the
Canadian Administrative Agent has received for the account of such Letter of
Credit Issuer any payments from the Canadian Facility Participants pursuant to section 4.4(c)


 


69





















 


above, such Letter of Credit Issuer shall pay to the Canadian
Administrative Agent and the Canadian Administrative Agent shall promptly pay
to each Canadian Facility Participant which has paid its Canadian Revolving
Facility Percentage thereof, in Canadian Dollars and in same day funds, an
amount equal to such Canadian Facility Participant’s Canadian Revolving
Facility Percentage of the principal amount thereof and interest thereon
accruing after the purchase of the respective participations, as and to the
extent so received.


 


(e)                                  The obligations of
the Canadian Facility Participants to make payments to the Canadian
Administrative Agent for the account of the Letter of Credit Issuer with
respect to Canadian Facility Letters of Credit shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:


 


(i)                                     any
lack of validity or enforceability of this Agreement or any of the other Credit
Documents;


 


(ii)                                  the
existence of any claim, set-off defense or other right which a Borrower may
have at any time against a beneficiary named in a Canadian Facility Letter of
Credit, any transferee of any Canadian Facility Letter of Credit (or any person
for whom any such transferee may be acting), either Administrative Agent,
either Co-Lead Arranger, either Co-Documentation Agent, any Letter of Credit
Issuer, any Lender, or other person, whether in connection with this Agreement,
any Canadian Facility Letter of Credit, the transactions contemplated herein or
any unrelated transactions (including any underlying transaction between a Borrower
and the beneficiary named in any such Canadian Facility Letter of Credit),
other than any claim which a Borrower may have against any applicable Letter of
Credit Issuer for gross negligence or willful misconduct of such Letter of
Credit Issuer in making payment under any applicable Canadian Facility Letter
of Credit;


 


(iii)                               any
draft, certificate or other document presented under the Canadian Facility
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


 


(iv)                              the
surrender or impairment of any security for the performance or observance of
any of the terms of any of the Credit Documents: or


 


(v)                                 the
occurrence of any Default or Event of Default.


 


(f)                                    To the extent the
Letter of Credit Issuer is not indemnified by the Borrowers, the Canadian
Facility Participants will reimburse and indemnify the Letter of Credit Issuer,
in proportion to their respective Canadian Revolving Facility Percentages, for
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the Letter
of Credit Issuer in performing its respective duties in any way related to or
arising out of its issuance of Canadian Facility Letters of Credit, provided that no Canadian Facility
Participants shall be liable for any portion of such liabilities, obligations,
losses, 


 


70





















 


damages, penalties, claims, actions, judgments, costs, expenses or
disbursements resulting from the Letter of Credit Issuer’s gross negligence or
willful misconduct.


 


4.5.                            Increased
Costs.  If after the Effective Date,
the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of Credit
Issuer or any Canadian Facility Lender with any request or directive (whether
or not having the force of law) by any such authority, central bank or
comparable agency (in each case made subsequent to the Effective Date) shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Canadian Facility Letters of Credit
issued by such Letter of Credit Issuer or such Canadian Facility Lender’s
participation therein, or (ii) shall impose on such Letter of Credit
Issuer or any Canadian Facility Lender any other conditions affecting this
Agreement, any Canadian Facility Letter of Credit or such Lender’s
participation therein; and the result of any of the foregoing is to increase
the cost to such Letter of Credit Issuer or such Lender of issuing, maintaining
or participating in any Canadian Facility Letter of Credit, or to reduce the
amount of any sum received or receivable by such Letter of Credit Issuer or such
Lender hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then, upon demand to the applicable Borrower by
such Letter of Credit Issuer or such Lender (a copy of which notice shall be
sent by such Letter of Credit Issuer or such Lender to the Canadian
Administrative Agent), the applicable Borrower shall pay to such Letter of
Credit Issuer or such Canadian Facility Lender such additional amount or
amounts as will compensate any such Letter of Credit Issuer or such Lender for
such increased cost or reduction.  A
certificate submitted to the applicable Borrower by the Letter of Credit Issuer
or any such Canadian Facility Lender, as the case may be (a copy of which
certificate shall be sent by the Letter of Credit Issuer or such Lender to the
Canadian Administrative Agent), setting forth the basis for the determination
of such additional amount or amounts necessary to compensate any Letter of
Credit Issuer or such Lender as aforesaid shall be conclusive and binding on
the Borrowers absent manifest error, although the failure to deliver any such
certificate shall not release or diminish any of such Borrower’s obligations to
pay additional amounts pursuant to this section 4.5.


 


71





















 


SECTION 5.                            FEES.


 


5.1.                            Facility
Fee.  (a) The Borrowers agree to
pay to each of the Administrative Agents a Facility Fee (“Facility
Fee”), for the account of each Non-Defaulting Lender, for the
period from and including the Effective Date to but not including the date the
Total Domestic Revolving Commitment and the Total Canadian Revolving Commitment
have been terminated and no Domestic Revolving Loans or Canadian Revolving
Loans are outstanding.  The Facility Fee
payable to the Domestic Administrative Agent, in the case of any such
Non-Defaulting Lender that is a Domestic Facility Lender, shall be paid in U.S.
Dollars and shall be computed based on the aggregate amount of the Domestic
Revolving Commitment of such Non-Defaulting Lender, whether used or unused, at
the Applicable Facility Fee Rate in effect from time to time.  The Facility Fee payable to the Canadian
Administrative Agent, in the case of any such Non-Defaulting Lender that is a
Canadian Facility Lender, shall be paid in Canadian Dollars and shall be
computed based on the aggregate amount of the Canadian Revolving Commitment of
such Non-Defaulting Lender, whether used or unused, at the Applicable Facility
Fee Rate in effect from time to time. 
The Facility Fee shall be due and payable in arrears on the last
Business Day of each January, April, July and October, commencing with the
last Business Day of January 2006, and on the earlier date on which, as
applicable, the Domestic Revolving Loans or the Canadian Revolving Loans are
paid or payable in full.


 


(b)                                 As used herein, the
term “Applicable Facility Fee Rate”
means the particular rate per annum determined by the Domestic Administrative
Agents in accordance with the Pricing Grid Table which appears in section 2.8(j)
hereof, based on the ratio of Consolidated Total Debt to Consolidated EBITDA,
and the following provisions:


 


(i)                                     Initially,
until changed hereunder in accordance with the following provisions, the
Applicable Facility Fee Rate will be 10.00 Basis Points per annum.


 


(ii)                                  Commencing
with the fiscal quarter of the Borrowers ended on or nearest to December 31,
2005, and continuing for each fiscal quarter thereafter, the Domestic
Administrative Agent will determine the Applicable Facility Fee Rate in
accordance with the Pricing Grid Table, based on the ratio of (x) Consolidated
Total Debt as of the end of the fiscal quarter, to (y) Consolidated EBITDA for
the Testing Period ended on the last day of the fiscal quarter, and identified
in such Pricing Grid Table.  Changes in
the Applicable Facility Fee Rate shall be made and effective as of the same
date as is provided in section 2.8(j) in the case of the
determination of the Applicable Eurodollar Margin.


 


(iii)                               Notwithstanding
the above provisions, during any period when (A) the Borrowers have failed
to timely deliver their consolidated financial statements referred to in section 10.1(a) or
(b), accompanied by the applicable certificate and calculations referred
to in section 10.1(c), (B) a Default under section 12.1(a) has
occurred and is continuing, or (C) an Event of Default has occurred and is
continuing, without waiving or limiting any other right or remedy of the
Lenders in respect thereof, the Applicable Facility Fee Rate shall be the
highest rate per annum indicated therefor in the Pricing Grid Table, regardless
of the ratio of Consolidated Total Debt to Consolidated EBITDA at such time.


 


72





















 


(iv)                              The
Domestic Administrative Agent will promptly provide notice of its
determinations hereunder to the Canadian Administrative Agent, the Borrowers
and the Lenders.  Any such determination
by the Domestic Administrative Agent pursuant to this section 5.1(b) shall
be conclusive and binding absent manifest error.


 


5.2.                            Closing,
Letter of Credit and Other Fees.  (a) The
Borrowers shall pay (i) to the Domestic Administrative Agent on the
Effective Date for distribution to each Lender a closing fee for such Lender in
the amount specified in that certain Engagement and Fee Letter dated November 15,
2005 by and among the Co-Lead Arrangers, NCB, Chase Bank, and Genlyte Group
(the “Fee Letter”);
and (ii) to the Administrative Agents on the Effective Date and thereafter
for so long as such Administrative Agent serves in such capacity for its own
account such fees as heretofore and hereafter agreed by the Borrowers and the
Administrative Agents, including, without limitation, the administrative agency
fee due under the Fee Letter, which is payable, in advance, beginning on the
Closing Date and quarterly thereafter on the last Business Day of each of the
third, sixth, ninth and twelfth calendar months thereafter (and on the
successive anniversary of each such date).


 


(b)                                 The Borrowers agree to
pay (i) to the Domestic Administrative Agent, in U.S. Dollars, for the
account of each Non-Defaulting Lender that is a Domestic Facility Lender, pro rata on the basis of its
Domestic Revolving Facility Percentage, and (ii) to the Canadian Administrative
Agent, in Canadian Dollars, for the account of each Non-Defaulting Lender that
is a Canadian Facility Lender, pro rata on
the basis of its Canadian Revolving Facility Percentage, a fee in respect of
each Letter of Credit (the “Letter of Credit Fee”),
payable quarterly in arrears on the last Business Day of each January, April, July and
October following the date of issuance thereof and on the earlier date on
which, as applicable, the Domestic Revolving Loans or the Canadian Revolving
Loans are paid or payable in full, computed at a rate per annum equal to the
sum of (A) the Applicable Eurodollar Margin then in effect and (B) the
Applicable Facility Fee Rate then in effect, on the Stated Amount thereof for
the period from the date of issuance to the expiration date thereof (including
any extensions of such expiration date which may be made at the election of the
account party or beneficiary).  For the
purpose of determining the Letter of Credit Fee payable hereunder with respect
to the Existing Letters of Credit, each Existing Letter of Credit which shall
constitute a “Domestic Facility Letter of Credit” under this Agreement as
contemplated by section 3.1(d), shall be deemed issued on the
Closing Date.  The Borrowers also agree
to pay additional Letter of Credit Fees, on demand, at the rate of two hundred
(200) Basis Points per annum, on the Stated Amount of each Letter of Credit,
for any period when a Default under section 12.1(a) or Event
of Default is in existence.


 


(c)                                  The Borrowers agree
to pay directly to each Letter of Credit Issuer, for its own account, a fee in
respect of each Letter of Credit issued by it (a “Facing
Fee”), payable on the date of issuance (or any increase in the
amount, or renewal or extension) thereof, computed at the rate of twelve and
one-half (12.5) Basis Points on the Stated Amount thereof, such Facing Fee to
be payable in U.S. Dollars with respect to Domestic Facility Letters of Credit
and in Canadian Dollars with respect to Canadian Facility Letters of Credit.


 


(d)                                 The Borrowers agree to
pay directly to each Letter of Credit Issuer upon each issuance of, drawing
under, and/or amendment, extension, renewal or transfer of, a Letter of 


 


73





















 


Credit issued by it such reasonable amounts as shall at the time of
such issuance, drawing, amendment, extension, renewal or transfer be the
administrative or processing charge which such Letter of Credit Issuer is
customarily charging for issuances of, drawings under or amendments, extensions,
renewals or transfers of, letters of credit issued by it.


 


5.3.                            Computations
of Fees.  All computations of Fees
under this Agreement shall be made in accordance with section 15.7(b).


 


SECTION 6.                            REDUCTIONS
AND TERMINATION OF COMMITMENTS.


 


6.1.                            Voluntary
Termination/Reduction of Commitments.


 


(a)                                  Upon at least three
Business Days’ prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agents at their Notice Office (which notice the
Administrative Agents shall promptly transmit to each of the Lenders), the
Borrowers shall have the right, without premium or penalty, to:


 


(i)                                     terminate
the Total Domestic Revolving Commitment and the Total Canadian Revolving
Commitment, provided that (i) all
outstanding Loans thereunder are contemporaneously prepaid in accordance with section 7.1,
and (ii) either (A) no Letters of Credit remain outstanding, or (B) the
Borrowers shall contemporaneously take one of the following actions: (x) cause
all outstanding Letters of Credit to be surrendered for cancellation (any such
Letters of Credit to be replaced by letters of credit issued by other financial
institutions reasonably acceptable to the Required Domestic Facility Lenders or
the Required Canadian Facility Lenders, as applicable), (y) the applicable
Borrower shall pay to (1) the Domestic Administrative Agent an amount in
cash and/or Cash Equivalents equal to 100% of the Domestic Facility Letter of
Credit Outstandings and (2) the Canadian Administrative Agent an amount in
cash and/or Cash Equivalents equal to 100% of the Canadian Facility Letter of
Credit Outstandings, and the Administrative Agents shall hold such payments as
security for the reimbursement obligations of the Borrowers hereunder in
respect of Letters of Credit pursuant to a cash collateral agreement to be
entered into in form and substance reasonably satisfactory to the
Administrative Agents and the Borrowers (which shall permit certain investments
in Cash Equivalents satisfactory to the Administrative Agents and the Borrowers
until the proceeds are applied to the Obligations), or (z) the applicable
Borrower shall cause to be issued (1) one or more irrevocable letters of
credit to each Letter of Credit Issuer with an aggregate stated amount equal to
100% of the Domestic Facility Letter of Credit Outstandings applicable to
Domestic Facility Letters of Credit issued by such Letter of Credit Issuer and (2) one
or more irrevocable letters of credit to each Letter of Credit Issuer with an
aggregate stated amount equal to 100% of the Canadian Facility Letter of Credit
Outstandings applicable to Canadian Facility Letters of Credit issued by such
Letter of Credit Issuer, in each case on terms, and from financial
institutions, reasonably acceptable to such Letter of Credit Issuer, as security
for the reimbursement obligations of the Borrowers hereunder in respect of such
Letters of Credit.


 


(b)                                 Upon at least three
Business Days’ prior written notice (or telephonic notice confirmed in writing)
to the Domestic Administrative Agent at its Notice Office (which notice 


 


74





















 


the Domestic Administrative Agent shall promptly transmit to each of
the Lenders), the Borrowers shall have the right, without premium or penalty,
to:


 


(i)                                     terminate
the Total Domestic Revolving Commitment, provided that (i) all outstanding
Domestic Revolving Loans are contemporaneously prepaid in accordance with section 7.1,
and (ii) either(A) no Domestic Facility Letters of Credit remain
outstanding, or (B) the Domestic Facility Borrowers shall
contemporaneously take one of the following actions: (x) cause all outstanding
Domestic Facility Letters of Credit to be surrendered for cancellation (any
such Domestic Facility Letters of Credit to be replaced by letters of credit
issued by other financial institutions reasonably acceptable to the Required
Domestic Facility Lenders), (y) the Domestic Facility Borrowers shall pay to
the Domestic Administrative Agent an amount in cash and/or Cash Equivalents
equal to 100% of the Domestic Facility Letter of Credit Outstandings and the
Domestic Administrative Agent shall hold such payment as security for the
reimbursement obligations of the Domestic Facility Borrowers hereunder in
respect of Domestic Facility Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Domestic Administrative Agent and the Domestic Facility Borrowers (which
shall permit certain investments in Cash Equivalents satisfactory to the
Domestic Administrative Agent and the Domestic Facility Borrowers until the
proceeds are applied to the Obligations), or (z) the applicable Borrower shall
cause to be issued one or more irrevocable letters of credit to each Letter of
Credit Issuer with an aggregate stated amount equal to 100% of the Domestic
Facility Letter of Credit Outstandings applicable to Domestic Facility Letters
of Credit issued by such Letter of Credit Issuer on terms, and from financial
institutions, reasonably acceptable to such Letter of Credit Issuer, as
security for the reimbursement obligations of the Borrowers hereunder in
respect of such Domestic Facility Letters of Credit;


 


(ii)                                  terminate
the Swing Line Revolving Commitment, provided
that all outstanding Swing Line Revolving Loans are contemporaneously prepaid
in accordance with section 7.1;


 


(iii)                               partially
and permanently reduce the Unutilized Total Domestic Revolving Commitment, provided that (i) any such
reduction shall apply to proportionately and permanently reduce the Domestic
Revolving Commitment of each of the Domestic Facility Lenders; (ii) any
partial reduction of the Unutilized Total Domestic Revolving Commitment
pursuant to this section 6.1(b) shall be in the amount of at
least $2,000,000 (or, if greater, in integral multiples of $500,000); and (iii) after
giving effect to any such partial reduction of the Unutilized Total Domestic
Revolving Commitment, the Total Domestic Revolving Commitment then in effect
shall exceed the Swing Line Revolving Commitment then in effect by at least
$20,000,000; and/or


 


(iv)                              partially
and permanently reduce the Unutilized Swing Line Revolving Commitment, provided that any partial reduction
of the Unutilized Swing Line Revolving Commitment pursuant to this section 6.1(b) shall
be in the amount of at least $2,000,000 (or, if greater, in integral multiples
of $500,000).


 


75





















 


(c)                                  Upon at least three
Business Days’ prior written notice (or telephonic notice confirmed in writing)
to the Canadian Administrative Agent at its Notice Office (which notice the
Canadian Administrative Agent shall promptly transmit to each of the Lenders),
the Borrowers shall have the right, without premium or penalty, to:


 


(i)                                     terminate
the Total Canadian Revolving Commitment, provided
that (i) all outstanding Canadian Revolving Loans are contemporaneously
prepaid in accordance with section 7.1 and (ii) either (A) no
Canadian Facility Letters of Credit remain outstanding, or (B) the
Canadian Facility Borrowers shall contemporaneously take one of the following
actions: (x) cause all outstanding Canadian Facility Letters of Credit to be
surrendered for cancellation (any such Canadian Facility Letters of Credit to
be replaced by letters of credit issued by other financial institutions reasonably
acceptable to the Required Canadian Facility Lenders), (y) pay to the Canadian
Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of
the Canadian Facility Letter of Credit Outstandings and the Canadian
Administrative Agent shall hold such payment as security for the reimbursement
obligations of the Canadian Facility Borrowers hereunder in respect of Canadian
Facility Letters of Credit pursuant to a cash collateral agreement to be
entered into in form and substance reasonably satisfactory to the Canadian
Administrative Agent and the Canadian Facility Borrowers (which shall permit
certain investments in Cash Equivalents satisfactory to the Canadian
Administrative Agent and the Canadian Facility Borrowers until the proceeds are
applied to the Obligations), or (z) cause to be issued one or more irrevocable
letters of credit to each Letter of Credit Issuer with an aggregate stated
amount equal to 100% of the Canadian Facility Letter of Credit Outstandings
applicable to Canadian Facility Letters of Credit issued by such Letter of
Credit Issuer, in each case on terms, and from financial institutions,
reasonably acceptable to such Letter of Credit Issuer, as security for the
reimbursement obligations of the Borrowers hereunder in respect of such
Canadian Facility Letters of Credit; and/or


 


(ii)                                  partially
and permanently reduce the Unutilized Total Canadian Revolving Commitment, provided that (i) any such
reduction shall apply to proportionately and permanently reduce the Canadian
Revolving Commitment of each of the Canadian Facility Lenders; and (ii) any
partial reduction of the Unutilized Total Canadian Revolving Commitment
pursuant to this section 6.1(c) shall be in the amount of at
least CDN$2,000,000 (or, if greater, in integral multiples of CDN$500,000).


 


6.2.                            Mandatory
Termination/Adjustments of Commitments, etc.  (a) The Total Domestic Revolving
Commitment and the Total Domestic Canadian Commitment and any obligation to
issue Letters of Credit shall terminate (and the Commitment of each Lender
thereunder shall terminate) on the earlier of (x) the Maturity Date and (y) the
date on which a Change of Control occurs.


 


(b)                                 The Total Domestic
Revolving Commitment shall be permanently reduced, without premium or penalty,
at the time that any mandatory prepayment of Domestic Revolving Loans would be
made pursuant to section 7.2(d) or 7.2(f) if
Domestic Revolving Loans were then outstanding in the full amount of the Total
Domestic Revolving Commitment then in effect, 


 


76





















 


in an amount equal to the required prepayment of principal of Domestic
Revolving Loans which would be required to be made in such circumstance.  Any such reduction shall apply to
proportionately and permanently reduce the Domestic Revolving Commitment of
each of the Domestic Facility Lenders. The Borrowers will provide at least
three Business Days’ prior written notice (or telephonic notice confirmed in
writing) to the Domestic Administrative Agent at its Notice Office (which notice
the Domestic Administrative Agent shall promptly transmit to each of the
Domestic Facility Lenders), of any reduction of the Total Domestic Revolving
Commitment pursuant to this section 6.2(b), specifying the date and
amount of the reduction.


 


(c)                                  The Total Canadian
Revolving Commitment shall be permanently reduced, without premium or penalty,
at the time that any mandatory prepayment of Canadian Revolving Loans would be
made pursuant to section 7.2(d) or 7.2(f) if
Canadian Revolving Loans were then outstanding in the full amount of the Total
Canadian Revolving Commitment then in effect, in an amount equal to the
required prepayment of principal of Canadian Revolving Loans which would be
required to be made in such circumstance. 
Any such reduction shall apply to proportionately and permanently reduce
the Canadian Revolving Commitment of each of the Canadian Facility
Lenders.  The Borrowers will provide at
least three Business Days’ prior written notice (or telephonic notice confirmed
in writing) to the Canadian Administrative Agent at its Notice Office (which
notice the Canadian Administrative Agent shall promptly transmit to each of the
Canadian Facility Lenders), of any reduction of the Total Canadian Revolving
Commitment pursuant to this section 6.2(c), specifying the date and
amount of the reduction.


 


SECTION 7.                            PAYMENTS.


 


7.1.                            Voluntary
Prepayments.  The Borrowers shall
have the right to prepay any of their Loans, in whole or in part, without
premium or penalty, from time to time on the following terms and conditions:


 


(a)                                  the
Borrowers shall give the Domestic Administrative Agent (in the case of Domestic
Revolving Loans) and the Canadian Administrative Agent (in the case of Canadian
Revolving Loans) at its respective Notice Office written or telephonic notice
(in the case of telephonic notice, promptly confirmed in writing if so
requested by such Administrative Agent) of their intent to prepay such Loans,
the amount of such prepayment and (in the case of Eurodollar Loans or CDOR
Loans) the specific Borrowing(s) pursuant to which made, which notice shall be
received by the applicable Administrative Agent by


 


(i)                                     12:00
noon (local time at the Notice Office) three Business Days prior to the date of
such prepayment, in the case of any prepayment of Eurodollar Loans or CDOR
Loans, or


 


(ii)                                  12:00
noon (local time at the Notice Office) one Business day prior to the date of
such prepayment, in the case of any prepayment of Domestic Prime Rate Loans or
Canadian Prime Rate Loans,


 


77





















 


and which notice shall promptly be
transmitted by such Administrative Agent to each of the affected Lenders;


 


(b)                                 in
the case of prepayment of any Borrowings under the Domestic Revolving Facility,
each partial prepayment of any such Borrowing shall be in an aggregate
principal of at least $500,000 or an integral multiple of $100,000 in excess
thereof, in the case of Domestic Prime Rate Loans, and at least $2,000,000 or
an integral multiple of $1,000,000 in excess thereof, in the case of Eurodollar
Loans;


 


(c)                                  in
the case of prepayment of any Borrowings under the Swing Line Revolving
Facility, each partial prepayment of any such Borrowing shall be in an
aggregate principal of at least $500,000 or an integral multiple of $100,000 in
excess thereof;


 


(d)                                 in
the case of prepayment of any Borrowings under the Canadian Revolving Facility,
each partial prepayment of any such Borrowing shall be in an aggregate
principal of at least CDN$500,000 or an integral multiple of CDN$100,000 in
excess thereof, in the case of Canadian Prime Rate Loans, at least
CDN$2,000,000 or an integral multiple of CDN$1,000,000 in excess thereof, in
the case of CDOR Loans; at least $500,000 or an integral multiple of $100,000
in excess thereof, in the case of Domestic Prime Rate Loans, and at least
$2,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case
of Eurodollar Loans;


 


(e)                                  no
partial prepayment of any Loans made pursuant to a Borrowing shall reduce the
aggregate principal amount of such Loans outstanding pursuant to such Borrowing
to an amount less than the Minimum Borrowing Amount applicable thereto;


 


(f)                                    each
prepayment in respect of any Loans made pursuant to a Borrowing shall be
applied pro rata among such Loans;
and


 


(g)                                 each
prepayment of Eurodollar Loans or CDOR Loans pursuant to this section 7.1
on any date other than the last day of the Interest Period applicable thereto
shall be accompanied by any amounts payable in respect thereof under section 2.11.


 


7.2.                            Mandatory
Prepayments.  The Loans shall be
subject to mandatory prepayment in accordance with the following provisions:


 


(a)                                  If
Outstanding Domestic Revolving Loans and Swing Line Revolving Loans Exceed
Total Domestic Revolving Commitment. 
If on any date (after giving effect to any other payments on such date)
the sum of (i) the aggregate outstanding principal amount of Domestic
Revolving Loans and the Domestic Facility Letter of Credit Outstandings, plus (ii) the aggregate
outstanding principal amount of Swing Line Revolving Loans, exceeds the Total Domestic Revolving
Commitment as then in effect, the Domestic Facility Borrowers shall prepay on
such date that principal amount of Swing Line Revolving Loans and, after Swing
Line Revolving Loans have been paid in full, Unpaid Domestic Facility Drawings
and Domestic Revolving Loans, in an aggregate 


 


78





















 


amount at least equal to such excess and
conforming in the case of partial prepayments of any Loans to the applicable
requirements as to the amounts of partial prepayments which are contained in section 7.1.  If, after giving effect to the prepayment of
Loans and Unpaid Domestic Facility Drawings, the aggregate amount of Domestic
Facility Letter of Credit Outstandings exceeds the Total Domestic Revolving
Commitment as then in effect, the Domestic Facility Borrowers shall pay to the
Domestic Administrative Agent an amount in cash and/or Cash Equivalents equal
to such excess and the Domestic Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Domestic Facility Borrowers
hereunder in respect of Domestic Facility Letters of Credit pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers (which shall permit certain investments in Cash Equivalents
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers until the proceeds are applied to the Obligations).


 


(b)                                  If
Outstanding Swing Line Revolving Loans Exceed Swing Line Revolving Commitment.  If on any date (after giving effect to any
other payments on such date) the aggregate outstanding principal amount of
Swing Line Revolving Loans exceeds the Swing Line Revolving Commitment at such
time, the Domestic Facility Borrowers shall prepay on such date Swing Line
Revolving Loans in an aggregate amount at least equal to such excess and
conforming in the case of partial prepayments of Swing Line Revolving Loans to
the requirements as to the amounts of partial prepayments of Swing Line
Revolving Loans which are contained in section 7.1.


 


(c)                                  If Outstanding Canadian Revolving Loans Exceed Canadian Revolving
Commitment.  If on any date
(after giving effect to any other payments on such date) the sum of (i) the
aggregate outstanding principal amount of Canadian Revolving Loans denominated
in Canadian Dollars, (ii) the Canadian Dollar equivalent of the aggregate
outstanding principal amount of Canadian Revolving Loans denominated in Dollars
and (iii) the Canadian Facility Letter of Credit Outstandings, exceeds the Total Canadian Revolving
Commitment as then in effect, the Canadian Facility Borrowers shall prepay on
such date the Unpaid Canadian Facility Drawings and Canadian Revolving Loans,
in an aggregate amount at least equal to such excess and conforming in the case
of partial prepayments of any Loans to the applicable requirements as to the
amounts of partial prepayments which are contained in section 7.1.  If, after giving effect to the prepayment of
Loans and Unpaid Canadian Facility Drawings, the aggregate amount of Canadian
Facility Letter of Credit Outstandings exceeds the Total Canadian Revolving
Commitment as then in effect, the Canadian Facility Borrowers shall pay to the
Canadian Administrative Agent an amount in cash and/or Cash Equivalents equal
to such excess and the Canadian Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Canadian Facility Borrowers
hereunder in respect of Canadian Facility Letters of Credit pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Canadian Administrative Agent and the Canadian Facility
Borrowers (which shall permit certain investments in Cash Equivalents
satisfactory to the Canadian 


 


79





















 


Administrative Agent and the Canadian
Facility Borrowers until the proceeds are applied to the Obligations).


 


(d)                                  Certain
Proceeds of Asset Sales.  If at any
time following the Closing Date the Borrowers or any of their respective
Material Subsidiaries have received cumulative Net Cash Proceeds during such
fiscal year from one or more Asset Sales in an aggregate amount at least equal
to $25,000,000, then not later than the third Business Day following the date
of receipt of any Net Cash Proceeds in excess of such amount, an amount,
conforming to the requirements as to the amount of partial prepayments
contained in section 7.1, at least equal to 100% of the Net Cash
Proceeds then received in excess of such amount from any Asset Sale, shall be
applied as a mandatory prepayment of principal of, first,
Swing Line Revolving Loans and, second,
after Swing Line Revolving Loans have been paid in full, Domestic Revolving
Loans and Canadian Revolving Loans in such proportionate amounts as each of the
Total Domestic Revolving Commitment and the Total Canadian Revolving
Commitment, as applicable, bears to the Total Revolving Commitment; provided, that (i) if no Default
under section 12.1(a) or Event of Default shall have occurred
and be continuing, (ii) the Borrowers and their Material Subsidiaries have
expected Consolidated Capital Expenditures during the following 12 months, and (iii) the
Borrowers notify the Administrative Agents of the amount and nature thereof and
of their intention to reinvest all or a portion of such Net Cash Proceeds in
such Consolidated Capital Expenditures during such 12 month period, then no
such prepayment shall be required to the extent the Borrowers so indicate that
such reinvestment will take place.  If at
the end of any such 12 month period any portion of such Net Cash Proceeds has
not been so reinvested, the Borrowers will immediately make a prepayment of the
outstanding Swing Line Revolving Loans, Domestic Revolving Loans and Canadian
Revolving Loans as provided above in an amount, conforming to the requirements
as to amount of prepayments contained in section 7.1, at least
equal to such remaining amount.


 


(e)                                  Change
of Control.  On the date of which a
Change of Control occurs, notwithstanding anything to the contrary contained in
this Agreement, no further Borrowings shall be made and the then outstanding
principal amount of all Loans, if any, shall become due and payable and shall
be prepaid in full, together with accrued interest and Fees and any other
Obligations, and the Borrowers shall contemporaneously take one of the
following actions: (x) cause all outstanding Letters of Credit to be
surrendered for cancellation (any such Letters of Credit to be replaced by
letters of credit issued by other financial institutions reasonably acceptable
to the Required Domestic Facility Lenders or the Required Canadian Facility
Lenders, as applicable), (y) the applicable Borrower shall pay to (1) the
Domestic Administrative Agent an amount in cash and/or Cash Equivalents equal
to 100% of the Domestic Facility Letter of Credit Outstandings and (2) the
Canadian Administrative Agent an amount in cash and/or Cash Equivalents equal
to 100% of the Canadian Facility Letter of Credit Outstandings, and the
Administrative Agents shall hold such payments as security for the
reimbursement obligations of the Borrowers hereunder in respect of Letters of
Credit pursuant to a cash collateral agreement to be entered into in form and
substance reasonably satisfactory to the Administrative Agents and the
Borrowers (which shall permit certain investments in 


 


80





















 


Cash Equivalents satisfactory to the
Administrative Agents and the Borrowers until the proceeds are applied to the
Obligations), or (z) the applicable Borrower shall caused to be issued (1) one
or more irrevocable letters of credit to each Letter of Credit Issuer with an
aggregate stated amount equal to 100% of the Domestic Facility Letter of Credit
Outstandings applicable to Domestic Facility Letters of Credit issued by such
Letter of Credit Issuer and (2) one or more irrevocable letters of credit
to each Letter of Credit Issuer with an aggregate stated amount equal to 100%
of the Canadian Facility Letter of Credit Outstandings applicable to Canadian
Facility Letters of Credit issued by such Letter of Credit Issuer, in each case
on terms, and from financial institutions, reasonably acceptable to such Letter
of Credit Issuer, as security for the reimbursement obligations of the
Borrowers hereunder in respect of such Letters of Credit.


 


(f)                                    Certain Proceeds of Additional Indebtedness or Equity.  Not later than the Business Day following the
date of the receipt by the Borrowers or any of their respective Material
Subsidiaries of the cash proceeds (net of underwriting discounts and
commissions, placement agent fees and other customary fees and costs associated
therewith) from the incurrence of any additional Indebtedness or the sale or
issuance of debt or equity securities by a Borrower or any of its Material
Subsidiaries after the Closing Date in an amount, as to Indebtedness incurred
or debt securities sold or issued, exceeding the Indebtedness permitted to be
incurred under section 11.4, without waiving or limiting any other
right or remedy of the Lenders in respect of such Event of Default existing by
reference to section 11.4, such net cash proceeds shall be applied as a
mandatory prepayment of principal of, first, Swing
Line Revolving Loans and, second,
after Swing Line Revolving Loans have been paid in full, Domestic Revolving
Loans and Canadian Revolving Loans in such proportionate amounts as each of the
Total Domestic Revolving Commitment and the Total Canadian Revolving
Commitment, as applicable, bears to the Total Revolving Commitment.


 


(g)                                 Particular
Loans to be Prepaid.  With respect to
each repayment or prepayment of Loans required by this section 7.2,
the Borrowers shall designate the Types of Loans which are to be prepaid and
the specific Borrowing(s) pursuant to which such repayment or prepayment is to
be made, provided that (i) the
Borrowers shall first so designate all Loans that are Domestic Prime Rate
Loans, Canadian Prime Rate Loans and Eurodollar Loans and CDOR Loans with
Interest Periods ending on the date of repayment or prepayment prior to
designating any other Eurodollar Loans or CDOR Loans for repayment or
prepayment, (ii) if the outstanding principal amount of Eurodollar Loans
made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing
Amount as a result of any such repayment or prepayment, then all the Loans
outstanding pursuant to such Borrowing shall be Converted into Domestic Prime
Rate Loans, (iii) if the outstanding principal amount of CDOR Loans made
pursuant to a Borrowing is reduced below the applicable Minimum Borrowing
Amount as a result of any such repayment or prepayment, then all the Loans
outstanding pursuant to such Borrowing shall be Converted into Canadian Prime
Rate Loans and (iv) each repayment and prepayment of any Loans made
pursuant to a Borrowing shall be applied pro rata
among such Loans. In the absence of a designation by the Borrowers as described
in the preceding sentence, the Administrative Agents shall, subject to the 


 


81





















 


above, make such designation in their sole
discretion.  Any repayment or prepayment
of Eurodollar Loans or CDOR Loans pursuant to this section 7.2
shall in all events be accompanied by such compensation as is required by section 2.11.


 


No Foreign Borrower shall be required to make a mandatory repayment or
prepayment as provided in this section 7.2 in excess of the amount
actually advanced to such Foreign Borrower or other Foreign Borrowers of the
same country.


 


7.3.                            Method
and Place of Payment.  (a) Except
as otherwise specifically provided herein, all payments under this Agreement
shall be made to the Domestic Administrative Agent or the Canadian
Administrative Agent, as the case may be, for the ratable (based on its pro rata share) account of the
Domestic Facility Lenders or the Canadian Facility Lenders entitled thereto,
not later than 12:00 noon (local time at the Payment Office) on the date when
due and shall be made in immediately available funds and U.S. Dollars, or in
the case of a Canadian Revolving Loan that is denominated in Canadian Dollars
or amounts due with respect to Canadian Facility Letters of Credit, in
immediately available funds and in Canadian Dollars, at the applicable Payment
Office, it being understood that written notice by the Borrowers to the
applicable Administrative Agent to make a payment from the funds in the
Borrowers’ account at the Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. Any payments under
this Agreement which are made later than 12:00 noon (local time at the Payment
Office) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.


 


(b)                                 If at any time
insufficient funds are received by and available to the Domestic Administrative
Agent or the Canadian Administrative Agent, as the case may be, to pay fully
all amounts of principal, interest and Fees then due hereunder and an Event of
Default is not then in existence, such funds shall be applied (i) first, towards payment of interest
and Fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and Fees then due to such parties, and (ii) second, towards payment of principal
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties.


 


7.4.                            Net
Payments.  (a)                 (i)  All payments made by the
Borrowers hereunder, under any Note or any other Credit Document (including,
without limitation, the Guaranties and the guaranty to be provided by Genlyte
Group as contemplated by Article 14), will be made without setoff,
counterclaim or other defense.  All such
payments will be made free and clear of, and without deduction or withholding
for, any present or future taxes, levies, imposts, duties, fees, assessments or
other charges of whatever nature, other that Excluded Taxes, now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority
thereof or therein with respect to such payments and all interest, penalties or
similar liabilities with respect to the taxes, levies imposts, duties, fees,
assessments or other charges described in this section 7.4(a)(i) that
are not Excluded Taxes (all such taxes, levies, imposts, duties, fees,
assessments or other charges that are not Excluded Taxes, and all such
interest, penalties or similar liabilities with 


 


82





















 


respect thereto being referred to collectively as “Taxes”).  If any Taxes are so levied or imposed, the
Borrowers agree to pay, and indemnify each Lender in respect of, the full
amount of such Taxes and such additional amounts (other than in respect of
Excluded Taxes) as may be necessary so that every payment by it of all amounts
due hereunder, under any Note or under any other Credit Document, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in such Note or in such other Credit
Document.


 


(ii)  If any amounts are payable in
respect of Taxes pursuant to paragraph (i), above, the Borrowers agree to
reimburse and indemnify each Lender, upon the written request of such Lender,
for taxes imposed on or measured by the net income or profits of such Lender
pursuant to the laws of the jurisdiction in which such Lender is organized or
in which the principal office or Applicable Lending Office of such Lender is
located or under the laws of any political subdivision or taxing authority of
any such jurisdiction and for any withholding of income or similar taxes
imposed by, as applicable, the United States or Canada (or any such
jurisdiction within such country) as such Lender shall reasonably determine are
payable by, or withheld from, such Lender in respect of such amounts so paid to
or on behalf of such Lender pursuant to said paragraph (i) and in respect
of any amounts paid to or on behalf of such Lender pursuant to this paragraph
(ii), which request shall be accompanied by a statement from such Lender
setting forth, in reasonable detail, the computations used in determining such
amounts.


 


(iii)  The Borrowers will furnish to the
Domestic Administrative Agent or the Canadian Administrative Agent, as the case
may be, within 60 days after the date of the payment of any Taxes, or any
withholding or deduction on account thereof, is due pursuant to applicable law
certified copies of tax receipts, or other evidence satisfactory to such
Lender, evidencing such payment by the Borrowers.  The Borrowers will indemnify and hold
harmless each Administrative Agent and each Lender, and reimburse such
Administrative Agent or such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid or withheld by such Lender.


 


(b)                                 At any time after the
applicable Lender (or, if applicable, participant) shall have made a written
demand for increased cost or other compensation pursuant to any one or more of section 2.10,
section 3.5  or section 4.5
or for Taxes pursuant to section 7.4(a), the Borrowers may cause
the affected Lender (or participant) to be replaced with, as applicable, (i) a
lending institution meeting the requirements for an Eligible Transferee approved
by the Domestic Administrative Agent, in the event the affected Lender is a
Domestic Facility Lender, or the Canadian Administrative Agent, in the event
the affected Lender is a Canadian Facility Lender (which approval may not be
unreasonably withheld by such Administrative Agent) or (ii) or a
participant complying with the requirements of section 15.4(b) and
reasonably satisfactory to the participating Lender.  Any such replacement with a new lending
institution, as Lender, so approved by the applicable Administrative Agent
shall be made effective pursuant to an Assignment and Assumption Agreement
(which the affected Lender shall execute and deliver) but only upon payment to
the affected Lender of all principal of and interest on all of its then outstanding
Loans and of all Fees and other Obligations then owing to it.


 


(c)                                  Any Foreign Lender
that is entitled to an exemption from or reduction of withholding tax under the
laws of, as applicable, the United States or Canada, or under any treaty 


 


83





















 


to which, as the case may be, the United States or Canada is a party,
with respect to any payment under this Agreement shall deliver to the
applicable Borrower (with a copy to the applicable Administrative Agent) at the
time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
such Borrower as will permit such payment to be made without, or at a reduced
rate of, withholding.  If any such
Foreign Lender becomes subject to any Tax by reason of its failure to comply
with the requirements of the preceding sentence, the applicable Borrower shall,
at the expense of such Foreign Lender, take such steps as such Foreign Lender
shall reasonably request to assist such Foreign Lender to recover such Tax.


 


SECTION 8.                            CONDITIONS
PRECEDENT.


 


8.1.                            Conditions
Precedent at Closing Date.  Prior to
the effectiveness of this Agreement to amend and restate the Existing Credit
Agreement in its entirety and the occurrence of the initial Borrowing or Letter
of Credit issuance hereunder, the Borrowers shall satisfy each of the following
conditions:


 


(a)                                  Effectiveness;
Notes.  On or prior to the Closing
Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agents for the account of each Lender
the appropriate Note or Notes executed by, as applicable, the Domestic Facility
Borrowers or the Canadian Facility Borrowers, in each case, in the amount,
maturity and as otherwise provided herein.


 


(b)                                  Fees,
etc.  The Borrowers shall have paid
or caused to be paid all fees required to be paid by it on or prior to such
date pursuant to section 5 hereof, the structuring and arrangement
fee to each of the Co-Lead Arrangers as heretofore agreed to in the Fee Letter,
and all reasonable fees and expenses of the Administrative Agents and of
special counsel to the Administrative Agents which have been invoiced on or
prior to such date in connection with the preparation, execution and delivery
of this Agreement and the other Credit Documents and the consummation of the
transactions contemplated hereby and thereby.


 


(c)                                  Formation
Documents and Good Standing.  The
Administrative Agents shall have received, in sufficient quantity for the
Administrative Agents and the Lenders, (i) a photocopy of, as appropriate,
the Certificate of Formation or the Articles or Certificate (or equivalent
formation documents) of Incorporation of each of the Credit Parties and any and
all amendments and restatements thereof, certified as of a recent date by the
Secretary of State (or equivalent public officer) of the state or province of
its formation or organization, as the case may be, (ii) a certificate the
Secretary of State of the state of its formation or organization, as the case
may be, dated as of a recent date, listing all charter documents affecting each
Credit Party and certifying as to the good standing of each Credit Party, and (iii) a
photocopy of a copy of, as appropriate, the Operating Agreement (including all
amendments thereto), By-Laws or equivalent governing documents of each of the
Credit Parties, in each case certified as true, correct and in full force and
effect by a Principal Officer of such Credit Party.


 


84





















 


(d)                                  Officer’s
Certificate.  The Administrative
Agents shall have received, in sufficient quantity for the Administrative
Agents and the Lenders, a certificate of the Principal Officer of each of the
Borrowers dated the Closing Date or reasonably prior thereto, substantially in
the form attached hereto as Exhibit C, and such certificate shall
be satisfactory in form and substance to the Administrative Agents.


 


(e)                                  Opinion
of Counsel.  On the Closing Date, the
Administrative Agents shall have received an opinion, addressed to the
Administrative Agents and each of the Lenders and dated the Closing Date, from
Stoll, Keenon & Park, LLP, counsel to the Borrowers and the
Guarantors, relating to the matters referenced in Exhibit D hereto
and covering such other matters incident to the transactions contemplated
hereby as the Administrative Agents may reasonably request, such opinion to be
in form and substance satisfactory to the Administrative Agents.


 


(f)                                    [Reserved]


 


(g)                                 [Reserved]


 


(h)                                 Search
Reports.  The Administrative Agents
shall have received completed requests for information on Form UCC-11, or
search reports from one or more commercial search firms acceptable to the
Administrative Agents, listing all of the effective financing statements filed
against any Credit Party in any jurisdiction in which such person maintains an
office, together with copies of such financing statements.


 


(i)                                    Material
Adverse Change.  There shall have
occurred no change in the business, property, prospects, condition (financial
or otherwise) or results of operations of the Borrowers and their respective
Subsidiaries which could reasonably be expected to result in a Material Adverse
Effect.


 


(j)                                    No
Material Litigation.  There shall be no litigation or
governmental or regulatory investigation or proceeding pending against or
involving the Borrowers or any of their respective Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.


 


(k)                                Proceedings
and Documents.  All corporate and
other proceedings and all documents incidental to the transactions contemplated
hereby shall be reasonably satisfactory in substance and form to the
Administrative Agents and the Lenders and the Administrative Agents and its
special counsel and the Lenders shall have received all such counterpart
originals or certified or other copies of such documents as the Administrative
Agents or their special counsel or any Lender may reasonably request.


 


(l)                                    Security
Documents.  The Administrative Agents
shall have received from the Credit Parties such confirmations in respect of
the Guaranties and Pledge Agreements as the Administrative Agents may
reasonably request; GTG International Acquisitions LP and Genlyte Thomas Group Nova Scotia
ULC shall have executed and 


 


85





















 


delivered Guaranties in the form of Exhibit G-1
hereto and such other Security Documents as the Administrative Agents may
request; and Canadian counsel for the Borrowers shall have delivered to the
Administrative Agents such opinions in respect of the continuing Liens of the
Security Documents governed or affected by the federal or provincial laws of
Canada as the Administrative Agents may reasonably request.


 


(m)                               Resolutions and Approvals.  The Administrative Agents shall have received,
in sufficient quantity for the Administrative Agents and the Lenders, certified
copies of the resolutions of the Members, Management Board, Board of Directors
or the equivalent thereof, as the case may be, of each of the Borrowers and
their respective Material Subsidiaries approving the Credit Documents to which
it is a party and of all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to the execution, delivery and
performance by such entities of the Credit Documents.


 


(n)                                 Incumbency
Certificates.  The Administrative
Agents shall have received, in sufficient quantity for the Administrative
Agents and the Lenders, a certificate of the Secretary or an Assistant
Secretary of each Borrower and each other Credit Party, certifying the names
and true signatures of the officers of the Borrowers or such other Credit
Party, as the case may be, authorized to sign the Credit Documents to which the
Borrower or such other Credit Party is a party and the other documents which
may be executed and delivered in connection herewith.


 


(o)                                  [Reserved]


 


(p)                                  Financial Projections. 
The Administrative Agents shall have received the Financial Projections
in form and substance satisfactory to the Administrative Agents.


 


(q)                                  [Reserved]


 


(r)                                  Due
Diligence.  Each of the
Administrative Agents shall have completed to its reasonable satisfaction such
examinations and other due diligence of the Borrowers and their respective
Subsidiaries as it deems necessary.


 


(s)                                  Evidence
of Insurance.  The Administrative Agents shall have received
certificates of insurance and other evidence, satisfactory to it, of compliance
with the insurance requirements of this Agreement.


 


(t)                                    Other
Documents.  The Administrative Agents
and the Lenders shall have received such other approvals, opinions, documents
or materials as they may reasonably request; provided,
however, that (i) the Borrowers may, at their option,
provide to the Administrative Agents the opinion of the Borrowers’ Nova Scotia
counsel requested by the Administrative Agents no later than December 23,
2005, (ii) if the Borrowers fail to deliver such opinion, in form and
substance reasonably satisfactory to the Administrative Agents, by the close of
business December 23, 2005, (A) any and all Canadian Revolving Loans
advanced to either or both of Genlyte
Limited Nova Scotia and Genlyte
General Nova Scotia prior to the Closing Date that are outstanding on December 23,
2005 shall be repaid in full no later than the close of business on such date,
with any such repayment being subject to the provisions of section 2.11
hereof, and (B) 


 


86





















 


any and all Canadian Letters of Credit issued
to the account of either or both of Genlyte
Limited Nova Scotia and Genlyte
General Nova Scotia prior to the Closing Date that are
outstanding on December 23, 2005 shall be cash collateralized, on terms
reasonably satisfactory to the Canadian Administrative Agent, no later than the
close of business on such date, and (iii) notwithstanding the
provisions of section 2 hereof, from and after the Closing Date and
until such opinion, in form and substance reasonably satisfactory to the
Administrative Agents, is delivered to the Administrative Agents, neither Genlyte Limited Nova Scotia nor Genlyte General Nova Scotia shall request,
or be entitled to cause to be advanced or issued, any Borrowing or Canadian
Letter of Credit.


 


8.2.                            Conditions
Precedent to All Loans.  The
obligation of the Lenders to make each Loan and the obligation of a Letter of
Credit Issuer to issue a Letter of Credit is subject, at the time thereof, to
the satisfaction of the following conditions:


 


(a)                                  Notice
of Borrowing, etc.  The Domestic
Administrative Agent or the Canadian Administrative Agent, as applicable, shall
have received a Notice of Borrowing or request for the issuance of a Letter of
Credit meeting the requirements of section 2.3 with respect to the
incurrence of Loans and section 3.2 or section 4.2 with
respect to the issuance of Letters of Credit.


 


(b)                                  No
Default; Representations and Warranties. 
At the time of such Loan or issuance of such Letter of Credit, as the
case may be, and also after giving effect thereto, (i) there shall exist
no Default or Event of Default, (ii) all representations and warranties of
the Credit Parties contained herein or in the other Credit Documents shall be
true and correct with the same effect as though such representations and
warranties had been made on and as of the date thereof, except to the extent
that such representations and warranties expressly relate to an earlier
specified date, in which case such representations and warranties shall have
been true and correct in all material respects as of the date when made, and (iii) no
event or condition having a Material Adverse Effect shall have occurred.


 


The acceptance of the benefits of each Loan or Letter of Credit shall
constitute a representation and warranty by the Borrowers to each of the
Lenders that all of the applicable conditions specified in section 8.1
and/or 8.2, as the case may be, exist as of that time.  All of the certificates, legal opinions and
other documents and papers referred to in this section 8, unless
otherwise specified, shall be delivered to the Administrative Agents for the
account of each of the Lenders and, except for the Notes, in sufficient
counterparts for each of the Lenders, and the Administrative Agents will
promptly distribute to the Lenders their respective Notes and the copies of
such other certificates, legal opinions and documents.


 


SECTION 9.                            REPRESENTATIONS
AND WARRANTIES.


 


In order to induce the Lenders to enter into
this Agreement and to make the Loans provided for herein, the Borrowers make
the following representations and warranties to, and agreements with, the
Lenders, on a joint and several basis, all of which shall survive the execution
and delivery of this Agreement and the making of each Loan and the issuance of
each 


 


87





















 


Letter of Credit; provided,
however, for the avoidance of doubt, at the time of the making
of any Loan or the issuance of any Letter of Credit subsequent to the Closing
Date, the following representations and warranties to, and agreements with, the
Lenders shall be deemed made, on a joint and several basis, only by those
Credit Parties that are the Borrowers at such time:


 


9.1.                            Corporate
Status, etc.  Each of the Borrowers
and their respective Subsidiaries (i) is a duly organized or formed and
validly existing corporation, partnership or limited liability company, as the
case may be, in good standing under the laws of the jurisdiction of its
formation and has the corporate, partnership or limited liability company power
and authority, as applicable, to own its property and assets and to transact
the business in which it is engaged and presently proposes to engage, and (ii) has
duly qualified and is authorized to do business in all jurisdictions where it
is required to be so qualified except where the failure to be so qualified
could not reasonably be expected to have a Material Adverse Effect.


 


9.2.                            Subsidiaries.  Annex II hereto lists, as of the date
hereof, each Subsidiary of the Genlyte Group and sets forth their respective
jurisdictions of incorporation or formation, as the case may be, and the
percentage of their respective capital stock, membership interests or
partnership interests, as the case may be, owned by Genlyte Group or other such
Subsidiaries.  All of the issued and
outstanding shares of capital stock, membership interests or partnership
interests, as the case may be, of Genlyte Group and such Subsidiaries have been
duly authorized and validly issued and are fully paid and nonassessable.  There are no options, warrants or other
rights outstanding to purchase shares of any of such Subsidiaries, except as
indicated in Annex II.


 


9.3.                            Corporate
Power and Authority, etc.  Each of
the Credit Parties has the corporate power and authority to execute, deliver
and carry out the terms and provisions of the Credit Documents to which it is
party and has taken all necessary corporate action to authorize the execution,
delivery and performance of the Credit Documents to which it is party.  Each of the Credit Parties has duly executed
and delivered each Credit Document to which it is party and each Credit
Document to which it is party constitutes the legal, valid and binding
agreement or obligation of that Credit Party enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).


 


9.4.                            No
Violation.  Neither the execution,
delivery and performance by any Credit Party of the Credit Documents to which
it is party nor compliance with the terms and provisions thereof (i) will
contravene any provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality applicable to
that Credit Party or its properties and assets, (ii) will conflict with or
result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (other than Liens created
under the Credit Documents) upon any of the property or assets of that Credit
Party pursuant to the terms of any promissory note, bond, debenture, indenture,
mortgage, deed of trust, credit or loan agreement, or any other material
agreement or other instrument, to which that Credit Party is a party or by
which it or any of its property or assets are bound or to which it may be
subject other than pursuant to the Existing Credit Agreement, all of the
commitments under which shall be 


 


88





















 


terminated, and all of the borrowings thereunder shall be repaid, not
later than the Closing Date in accordance with section 8.1(f), or (iii) will
violate any provision of the articles or certificate of incorporation, or
certificate of formation or code of regulations or bylaws or operating
agreement or other organizational documents of that Credit Party.


 


9.5.                            Governmental
Approvals.  No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, is required to authorize or is required
as a condition to (i) the execution, delivery and performance by any
Credit Party of any Credit Document to which it is a party, or (ii) the
legality, validity, binding effect or enforceability of any Credit Document to
which any Credit Party is a party.


 


9.6.                            Litigation.  There are no actions, suits or proceedings
pending or, to, the knowledge of the Borrowers, threatened with respect to the
Borrowers or any of their respective Subsidiaries (i) that have resulted
in, or that a Borrower reasonably expects to result in, liability for damages
in excess of fifteen percent (15%) of the Consolidated Net Worth (ii) which
question the validity or enforceability of any of the Credit Documents, or of
any action to be taken by any of the Borrowers pursuant to any of the Credit
Documents to which it is a party.


 


9.7.                            Use of
Proceeds; Margin Regulations.  (a) The
proceeds of all Loans shall be utilized for lawful purposes not inconsistent
with the requirements of this Agreement.


 


(b)                                 No part of the
proceeds of any Loan will be used directly or indirectly to purchase or carry
Margin Stock, or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock, in violation of any of the provisions of Regulation
T, U or X of the Board of Governors of the Federal Reserve System. The
Borrowers are not engaged in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock. At no time would more than 25% of
the value of the assets of the Borrowers or of the Borrowers and the
consolidated Subsidiaries that are subject to any “arrangement” (as such term
is used in section 221.2(g) of such Regulation U) hereunder be
represented by Margin Stock.


 


9.8.                            Financial
Statements, etc.  The Borrowers have
furnished to the Lenders and the Administrative Agents complete and correct
copies of (i) the audited consolidated balance sheet of Genlyte Group and
its consolidated Subsidiaries, as of the end of the fiscal years ended on or
nearest to December 31, 2003 and December 31, 2004, and the related
audited consolidated statements of income, members’ equity (or net worth), and
cash flows for the fiscal years then ended, accompanied by the unqualified
report thereon of its independent accountants; and (ii) the unaudited
consolidated balance sheet of Genlyte Group and its consolidated Subsidiaries,
as of October 1, 2005, and the related consolidated statements of income
and of cash flows for the fiscal quarter or quarters then ended.  All such financial statements (together with
the notes included or referenced therein) have been prepared in accordance with
GAAP, consistently applied (except as stated therein), and fairly present in
all material respects the financial position of Genlyte Group and its
Subsidiaries as of the respective dates indicated and the consolidated results
of their operations and cash flows for the respective periods indicated,
subject in the case of any such financial statements which are unaudited, to
normal audit adjustments, none of which will involve a Material Adverse Effect.


 


89





















 


9.9.                            No
Material Adverse Change.  Since December 31, 2004, there has been
no change in the business, operations, property, assets, prospects, liabilities
or condition (financial or otherwise) of the Borrowers and their respective
Subsidiaries taken as a whole, except for changes, none of which, individually
or in the aggregate, has had or could reasonably be expected to have, a
Material Adverse Effect.


 


9.10.                     Tax Returns
and Payments.  Each of the Borrowers
and their respective Subsidiaries has filed all federal income tax returns and
all other tax returns, domestic and foreign, required to be filed by it and has
paid all taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith.  The Borrowers and each of their respective
Subsidiaries have established on their books such charges, accruals and
reserves in respect of taxes, assessments, fees and other governmental charges
for all fiscal periods as are required by GAAP. 
There is no proposed assessment for additional federal, foreign or state
taxes for any period, or of any basis therefor, which, individually or in the
aggregate, taking into account such charges, accruals and reserves in respect
thereof as the Borrowers and their Subsidiaries have made, could reasonably be
expected to have a Material Adverse Effect.


 


9.11.                     Title to
Properties, etc.  Each of the
Borrowers and each of their respective Subsidiaries has good and marketable
title (or valid Leaseholds, in the case of any leased property), in the case of
real property, and good title (or valid Leaseholds, in the case of any leased
property), in the case of all other property, to all of its properties and
assets free and clear of Liens other than Liens permitted by section 11.3,
except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  The interests of the Borrowers and each of
their respective Subsidiaries in the properties reflected in the most recent
balance sheet referred to in section 9.8, taken as a whole, were
sufficient, in the judgment of the Borrowers, as of the date of such balance
sheet for purposes of the ownership and operation of the businesses conducted
by the Borrowers and such Subsidiaries.


 


9.12.                     Lawful
Operations, etc.  Each of the
Borrowers and their respective Subsidiaries (i) holds all necessary
federal, state and local governmental licenses, registrations, certifications,
permits and authorizations necessary to conduct its business, and (ii) is
in full compliance with all requirements imposed by law, regulation or rule,
whether federal, state or local, which are applicable to it, its operations, or
its properties and assets, including without limitation, applicable
requirements of Environmental Laws, except for
any failure to obtain and maintain in effect, or noncompliance, which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


 


9.13.                     Environmental
Matters.  (a) Each of the
Borrowers and their respective Subsidiaries is in compliance with all
Environmental Laws governing its business, except to
the extent that any such failure to comply (together with any resulting
penalties, fines or forfeitures) could not reasonably be expected to have a
Material Adverse Effect.  All licenses,
permits, registrations or approvals required for the conduct of the business of
the Borrowers, and each of their respective Subsidiaries under any
Environmental Law have been secured, and each of the Borrowers and such
Subsidiaries is in compliance therewith, except for
such licenses, permits, 


 


90





















 


registrations or approvals the failure to secure or to comply therewith
could not reasonably be expected to have a Material Adverse Effect.  None of the Borrowers or any of their
respective Subsidiaries has received written notice, or otherwise knows, that
it is in any respect in noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which a Borrower or
such Subsidiary is a party or which could affect the ability of a Borrower or
any of its Subsidiaries to operate any Real Property and no event has occurred
and is continuing which, with the passage of time or the giving of notice or
both, would constitute noncompliance, breach of or default thereunder, except in each such case, such
noncompliance, breaches or defaults as could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect. 
There are no Environmental Claims pending or, to the best knowledge of a
Borrower threatened, which could reasonably be expected to have a Material
Adverse Effect.  There are no facts,
circumstances, conditions or occurrences on any Real Property now or at any
time owned, leased or operated by the Borrowers or any of their respective
Subsidiaries or on any property adjacent to any such Real Property, which are
known by a Borrower or as to which a Borrower or any of its Subsidiaries has
received written notice, that could reasonably be expected (i) to form the
basis of an Environmental Claim against a Borrower or any of its Subsidiaries
or any Real Property of a Borrower or any of its Subsidiaries, or (ii) to
cause such Real Property to be subject to any restrictions on the ownership,
occupancy, use or transferability of such Real Property under any Environmental
Law, except in each such case, such Environmental Claims or restrictions that
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.


 


(b)                                 Hazardous Materials
have not at any time been (i) generated, used, treated or stored on, or
transported to or from, any Real Property of the Borrowers, or any of their
respective Subsidiaries or (ii) released on any such Real Property, in
each case where such occurrence or event is not in compliance in all material
respects with Environmental Laws and could reasonably be expected to have a
Material Adverse Effect.


 


91





















 


9.14.                     Compliance
with ERISA and Canadian Benefit Plans.


 


(a)                                  Compliance
with ERISA.  Compliance by the
Borrowers with the provisions hereof and Loans and Letters of Credit
contemplated hereby will not involve any Prohibited Transaction within the
meaning of ERISA or section 4975 of the Code or any breach of any other
comparable foreign law.  The Borrowers
and each of their respective Subsidiaries, (i) has fulfilled all
obligations under minimum funding standards of ERISA and the Code with respect
to each Plan that is not a Multiemployer Plan or a Multiple Employer Plan, (ii) has
satisfied all respective contribution obligations in respect of each
Multiemployer Plan and each Multiple Employer Plan, (iii) is in compliance
in all respects with all other applicable provisions of ERISA and the Code with
respect to each Plan, each Multiemployer Plan and each Multiple Employer Plan,
and (iv) has not incurred any liability under the Title IV of ERISA to the
PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer
Plan, or any trust established thereunder, except (with respect to any matter specified
in any of the above clauses), for such matters as, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.  No Plan or trust created
thereunder has been terminated, and there have been no Reportable Events, with
respect to any Plan or trust created thereunder or with respect to any Multiemployer
Plan or Multiple Employer Plan, which termination or Reportable Event has or
could result in the termination of such Plan, Multiemployer Plan or Multiple
Employer Plan and give rise to a liability of the Borrowers or any ERISA
Affiliate in respect thereof which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  No Borrower nor any ERISA Affiliate is at the
date hereof, or has been at any time within the five years preceding the date
hereof, an employer required to contribute to any Multiemployer Plan or
Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in
section 4001 of ERISA) in any Multiemployer Plan or Multiple Employer
Plan.  Each Plan that is intended to be
so qualified under section 401(a) of the Code in fact is so
qualified.  No Borrower nor any ERISA
Affiliate has any contingent liability with respect to any post-retirement “welfare
benefit plan” (as such term is defined in ERISA) except as has been disclosed
prior to the date hereof to the Lenders in writing or on any financial
statements of a Borrower or any ERISA Affiliate provided to the Administrative
Agents and the Lenders or except for such contingent liabilities that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


 


(b)                                  Canadian
Benefit Plans.  Each employee
benefit, health, welfare, supplemental unemployment benefit, bonus, pension,
profit sharing, deferred compensation, stock compensation, stock purchase,
retirement, hospitalization insurance, medical, dental, legal, disability and
similar plans or arrangements or practices relating to the employees or former
employees of any Canadian Facility Borrower or any of the Subsidiaries of a
Borrower resident in Canada (collectively, the “Employee Plans”) is and has been
established, registered, qualified, invested and administered, in all respects,
in accordance with its terms, all laws, regulations, orders or other
legislative, administrative or judicial promulgations applicable to the
particular Employee Plan and all understandings, written or oral, between any
Canadian Facility Borrower or any of the 


 


92





















 


Subsidiaries of a Borrower resident in
Canada, as applicable, and the employees or former employees, as applicable,
except when the failure to so establish, register, qualify, invest or
administer, could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.  All
obligations regarding the Employee Plans have been satisfied, there are no
outstanding defaults or violations by any party thereto and no taxes, penalties
or fees are owing or exigible under any of the Employee Plans that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.  No Employee
Plan, nor any related trust or other funding medium thereunder, is subject to
any pending investigation, examination or other proceeding, action or claim
initiated by any governmental agency or instrumentality, or by any other party
(other than routine claims for benefits), and there exists no state of facts
which after notice or lapse of time or both could reasonably be expected to
give rise to any such investigation, examination or other proceeding, action or
claim or to affect the registration of any Employee Plan required to be
registered.  All contributions or
premiums required to be made by any Canadian Facility Borrower or any of the
Subsidiaries of a Borrower resident in Canada under the terms of each Employee
Plan or by applicable laws have been made in a timely fashion in accordance
with applicable laws and the terms of the Employee Plans except to the extent
that the failure to make such contributions or premiums could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each Employee Plan which is
required to be funded pursuant to its terms or applicable laws is fully funded
on an ongoing, wind-up and solvency basis, determined using reasonable
actuarial assumptions except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Except as has been disclosed prior to the
date hereof to the Lenders in writing, none of the Employee Plans provides
benefits to retired or terminated employees or to their respective
beneficiaries or dependents.  None of the
Employee Plans is a multi-employer pension plan as defined under the provisions
of applicable Canadian federal or provincial law.


 


9.15.                     Intellectual
Property, etc.  The Borrowers or
their Subsidiaries own or are licensed or otherwise have the right to use all
of the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the present and planned future operation of their respective businesses,
without conflict in any material respect with the rights of any other Person,
other than patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights the loss of which could
not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Borrowers, no slogan
or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Borrowers or
any of their respective Subsidiaries infringes upon any rights held by any
other Person in any material respect, which infringement would give rise to a
claim which, if determined adversely to such Credit Party could reasonably be
expected to have a Material Adverse Effect. No claim or litigation regarding
any of the foregoing is pending or to the knowledge of the Borrowers
threatened, and no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or, to the
knowledge of the Borrowers, proposed, which, in either case, could reasonably
be expected to have a Material Adverse Effect.


 


93





















 


9.16.                     Investment
Company Act, etc.  None of the
Borrowers or any of their respective Subsidiaries is subject to regulation with
respect to the creation or incurrence of Indebtedness under the Investment
Company Act of 1940, as amended, the Interstate Commerce Act, as amended, the
Federal Power Act, as amended, the Public Utility Holding Company Act of 1935,
as amended, or any applicable state public utility law or any other Federal or
state statute or regulation limiting its ability to incur Indebtedness.


 


9.17.                     Burdensome
Contracts; Labor Relations.  None of
the Borrowers or any of their respective Subsidiaries (i) is subject to
any burdensome contract, agreement, corporate restriction, judgment, decree or
order, (ii) is a party to any labor dispute affecting any bargaining unit
or other group of employees generally, (iii) is subject to any material
strike, slow down, workout or other concerted interruptions of operations by
employees of a Borrower or any of its Subsidiaries, whether or not relating to
any labor contracts, (iv) is subject to any significant pending or, to the
knowledge of a Borrower, threatened, unfair labor practice complaint, before
the National Labor Relations Board, (v) is subject to any significant
pending or, to the knowledge of a Borrower, threatened, grievance or
significant arbitration proceeding arising out of or under any collective
bargaining agreement, (vi) is subject to any significant pending or, to
the knowledge of a Borrower, threatened, significant strike, labor dispute,
slowdown or stoppage, or (vii) is, to the knowledge of the Borrowers,
involved or subject to any union representation organizing or certification
matter with respect to the employees of a Borrower or any of its Subsidiaries, except (with respect to any matter
specified in any of the above clauses), for such matters as, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


 


9.18.                     Existing
Indebtedness.  Annex III sets
forth a true and complete list by category, as of the date or dates set forth
therein, of all Indebtedness of Genlyte Group and each of its Subsidiaries, on
a consolidated basis, which will be outstanding on the Closing Date after
giving effect to the initial Borrowing hereunder, other than the Indebtedness
created under the Credit Documents (all such Indebtedness, whether or not in a
principal amount meeting such threshold and required to be so listed in Annex
III, herein the “Existing Indebtedness”).
As and to the extent the Administrative Agents have so requested, the Borrowers
have provided to the Administrative Agents prior to the date of execution
hereof true and complete copies (or summary descriptions) of all agreements and
instruments governing the Indebtedness listed in Annex III (the “Existing Indebtedness Agreements”).


 


9.19.                     True and
Complete Disclosure.  All factual
information (taken as a whole) heretofore or contemporaneously furnished by or
on behalf of the Borrowers or any of their respective Subsidiaries in writing
to the Administrative Agents or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated herein, other than the
Financial Projections (as to which representations are made only as provided in
section 9.8), is, and all other such factual information hereafter
furnished by or on behalf of such person in writing to any Lender in respect of
this Agreement or any other Credit Document will be, true and accurate in all
material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact necessary
to make such information not misleading at such time in light of the
circumstances under which such information was provided.  As of the Effective Date, there is no fact known
to the Borrowers or any of their 


 


94





















 


respective Subsidiaries which has, or could reasonably be expected to
have, a Material Adverse Effect which has not theretofore been disclosed in
writing to the Lenders.


 


9.20.                     Solvency.  Each of the
Borrowers and each of their respective Subsidiaries is Solvent.  After giving effect to the transactions
contemplated by this Agreement, including all Indebtedness incurred thereby,
the Liens granted by the Borrowers in connection therewith and the payment of all
fees and expenses related thereto, the Borrowers and each of their respective
Subsidiaries will be Solvent, determined as of the Closing Date.


 


9.21.                     Material Agreements.  None of the Borrowers or any of their respective
Subsidiaries is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in (i) any agreement
to which it is a party, which default could, individually or in the aggregate
with all such defaults, reasonably be expected to result in a Material Adverse
Effect or (ii) any agreement or instrument evidencing or governing
Indebtedness, which default, individually or in the aggregate with all such
defaults, could reasonably be expected to result in a Material Adverse Effect
or, in either case, would, if such default had occurred after the Closing Date,
create an Event of Default under this Agreement.


 


9.22                        Insurance.  The Borrowers
and their respective Subsidiaries carry insurance on their businesses with
financially sound and reputable insurance companies, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses in localities where Borrower and such
Subsidiaries operate.


 


9.23.                     Security Interests. 
Once executed and delivered, and until terminated in accordance with the
terms thereof, each of the Security Documents that grants a Lien creates, as
security for the obligations purported to be secured thereby and upon filing of
any financing statements, deeds of hypothec, or equivalent filings otherwise
named in the appropriate office or offices or delivery of possession of the
collateral in question to the Administrative Agents, as the case may be, a
valid and enforceable perfected security interest in and Lien on all of the
Collateral subject thereto from time to time, in favor of the Administrative
Agents, as collateral agents, superior to and prior to the rights of all third
persons and subject to no other Liens, other than Liens arising by operation of
law, if any, in respect of personal property taxes that are not due and
payable.  No filings or recordings are
required in order to perfect the security interests created under any Security
Document except for filings or recordings required in connection with any such
Security Document which shall have been made, or for which satisfactory
arrangements have been made, upon or prior to the execution and delivery
thereof. All recording, stamp, intangible or other similar taxes required to be
paid by any person under applicable legal requirements or other laws applicable
to the property encumbered by the Security Documents in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement thereof have been paid.


 


95





















 


SECTION 10.                     AFFIRMATIVE
COVENANTS.


 


The Borrowers, on a joint and several basis,
hereby covenant and agree that until such time as the Total Revolving
Commitment has been terminated, no Notes are outstanding, there are no Domestic
Facility Letter of Credit Outstandings, there are no Canadian Facility Letter
of Credit Outstandings, and the Loans, together with interest and Fees
hereunder and all obligations in respect of Letters of Credit and all other
Obligations, have been indefeasibly paid in full:


 


10.1.                     Reporting
Requirements.  The Borrowers will
furnish or cause to be furnished to each Lender and the Administrative Agents:


 


(a)                                  Annual
Financial Statements.  As soon as
available and in any event within 90 days after the close of each fiscal year
of Genlyte Group, the consolidated balance sheet of Genlyte Group and its
consolidated Subsidiaries, as at the end of such fiscal year and the related
consolidated statements of income, of members’ equity (or net worth) and of
cash flows for such fiscal year, in each case setting forth comparative figures
for the preceding fiscal year, all in reasonable detail and, solely in the case
of the consolidated financial statements, accompanied by the opinion with
respect to such consolidated financial statements of independent public
accountants of recognized national standing selected by Genlyte Group, which
opinion shall be unqualified and shall state that such accountants audited such
consolidated financial statements in accordance with generally accepted
auditing standards, that such accountants believe that such audit provides a
reasonable basis for their opinion, and that in their opinion such consolidated
financial statements (including the notes thereto) present fairly in all
material respects the financial position of Genlyte Group and its Subsidiaries
as at the end of such fiscal year and the results of their operations and cash
flows for such fiscal year in conformity with GAAP.


 


(b)                                  Quarterly
Financial Statements.  As soon as
available and in any event within 45 days after the close of each of the first
three quarterly accounting periods in each fiscal year of Genlyte Group, the
unaudited consolidated balance sheets of Genlyte Group and its Subsidiaries, as
at the end of such quarterly period and the related unaudited consolidated
statements of income, members’ equity and of cash flows for such quarterly
period, and setting forth, in the case of such unaudited statements of income,
members’ equity (or net worth) and of cash flows, comparative figures for the
related periods in the prior fiscal year, and which financial statements shall
be certified as true and correct on behalf of Genlyte Group by a Principal
Officer of Genlyte Group, subject to changes resulting from normal year-end audit
adjustments.


 


(c)                                  Compliance
Certificates.


 


(i)                                     At
the time of the delivery of the financial statements provided for in sections
10.1(a) and (b), a certificate on behalf of a Principal Officer
of Genlyte Group to the effect that no Default or Event of Default exists or,
if any Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall set forth the calculations required to
establish compliance with the 


 


96





















 


provisions of sections 11.3, 11.4,
11.5, 11.6, 11.7 and 11.8 of this Agreement,
together with such other supporting information as the Administrative Agents
may reasonably request to determine the accuracy of such calculations.


 


(ii)                                  At
the time of the delivery of the financial statements provided for in section 10.1(a),
a certificate of the independent public accountants referenced therein stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default.


 


(d)                                  Budgets
and Forecasts.  Within thirty (30)
days following approval by the Board of Directors of Genlyte Group, a
consolidated budget in reasonable detail for each entire fiscal year and for
each of the fiscal quarters in such fiscal year as customarily prepared by
management for their internal use.


 


(e)                                  Notice
of Default, Litigation or Material Adverse Effect.


 


(i)                                     Promptly,
and in any event within three Business Days thereof, notice of the occurrence
of any event which constitutes a Default or Event of Default, or of the
occurrence or existence of any event or circumstance that reasonably forseeably
will become a Default or Event of Default, which notice shall specify the
nature thereof, the period of existence thereof and what action the Borrowers propose
to take with respect thereto;


 


(ii)                                  Promptly,
and in any event within three Business Days after any of the Borrowers or any
of their respective Subsidiaries obtains knowledge thereof, notice of any
litigation or governmental or regulatory investigation or proceeding pending
against or involving the Borrowers or any of their respective Subsidiaries
which could reasonably be expected to have a Material Adverse Effect; and


 


(iii)                               Promptly,
and in any event within three Business Days after any Borrowers or any of their
respective Subsidiaries obtains knowledge of any matter that has resulted or is
reasonably expected to result in a Material Adverse Effect, including, without
limitation, to the extent applicable, (a) Environmental Claims or (b) any
breach or non-performance of, or any default under, any provision of any
security issued by any of the Borrowers or any of their respective Subsidiaries
or of any agreement, undertaking, contract, indenture, mortgage, deed of trust
or other instrument, document or agreement to which such Person is a party or
by which it or any of its property is bound.


 


(f)                                    ERISA.  Promptly, and in any event within 15 days
after the occurrence of any of the following (if such event or condition
reasonably could be expected to have a Material Adverse Effect), the Borrowers
will deliver to each of the Lenders a certificate on behalf of the Borrowers of
an Authorized Officer of the Borrowers setting forth the full details as to
such occurrence and the action, if any, that the Borrowers, such Subsidiary or
such ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrowers, such 


 


97





















 


Subsidiary, the ERISA Affiliate, the PBGC, a
Plan participant or the Plan administrator with respect thereto:


 


(i)                                     that
a Reportable Event has occurred with respect to any Plan;


 


(ii)                                  the
institution of any steps by the Borrowers, any ERISA Affiliate, the PBGC or any
other person to terminate any Plan;


 


(iii)                               the
institution of any steps by the Borrowers or any ERISA Affiliate to withdraw
from any Plan;


 


(iv)                              the
institution of any steps by the Borrowers or any of their respective
Subsidiaries to withdraw from any Multiemployer Plan or Multiple Employer Plan,
if such withdrawal could result in withdrawal liability (as described in Part 1
of Subtitle E of Title IV of ERISA);


 


(v)                                 a
non-exempt “prohibited transaction” within the meaning of section 406 of
ERISA in connection with any Plan;


 


(vi)                              that
a Plan has an Unfunded Current Liability;


 


(vii)                           any
material increase in the contingent liability of the Borrowers or any of their
respective Subsidiaries with respect to any post-retirement welfare liability;
or


 


(viii)                        the taking
of any action by, or the written threat of the taking of any action by, the
Internal Revenue Service, the Department of Labor or the PBGC with respect to
any of the foregoing.


 


(g)                                 Canadian
Benefit Plans.  Promptly, and in any event, within 15 days
after the occurrence of any of the following (if such event or condition
reasonably could be expected to have a Material Adverse Effect), the Borrowers will deliver to each of the
Lenders a certificate on behalf of the Borrowers of an Authorized Officer of
the Borrowers setting forth the full details as to such occurrence and the
action, if any, that the Borrowers or any of their respective Subsidiaries are
required or propose to take, together with any notices required or proposed to
be given to or filed with or by the Borrowers or such Subsidiaries or an
Employee Plan participant with respect thereto:


 


(i)                                     the institution of any steps by the Borrowers
or any of their respective Subsidiaries or an applicable regulator or any other
person to terminate any Employee Plan;


 


(ii)                                  that an Employee Plan has an unfunded
liability or solvency deficiency, determined in each case using reasonable
actuarial assumptions;


 


98





















 


(iii)                               any material increase in the contingent liability of the Borrowers or any
of their respective Subsidiaries with respect to any post-retirement or
post-termination welfare liability; or


 


(iv)                              the taking of any action by, or the written threat of the taking of any
action by, an applicable regulator, an Employee Plan participant, a former
Employee Plan participant or any other person with respect to any Employee
Plan.


 


(h)                                 Other
Information.  Such other information
or documents (financial or otherwise) relating to a Borrower or any Subsidiary
as any Lender may reasonably request from time to time.


 


10.2.                     Books,
Records and Inspections.  The
Borrowers will, and will cause each of the Subsidiaries, (i) keep proper
books of record and account, in which full and correct entries shall be made of
all financial transactions and the assets and business of the Borrowers or such
Subsidiaries, as the case may be, in accordance with GAAP; and (ii) permit
officers and designated representatives of the Administrative Agents or any of
the Lenders to visit and inspect any of the properties or assets of the
Borrowers and their respective Subsidiaries in whomsoever’s possession (as to
any such assets not in the possession of a Borrower or such a Subsidiary, to
the extent that, following diligent efforts by such Credit Party, permission is
obtained from such possessor) and to examine (and make copies of or take
extracts from) the books of account of the Borrowers and their respective
Subsidiaries and discuss the affairs, finances and accounts of the Borrowers
and their respective Subsidiaries with, and be advised as to the same by, their
officers and independent accountants and independent actuaries, if any, all at
such reasonable times and intervals upon reasonable notice (except that during
the existence of an Event of Default, no notice shall be required) as the
Administrative Agents or any of the Lenders may request.


 


10.3.                     Insurance.  The Borrower shall maintain, and shall cause
each Material Subsidiary to maintain, with financially sound and reputable
independent insurers, insurance with respect to its material properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.


 


10.4.                     Payment of
Taxes and Claims.  The Borrowers will
pay and discharge, and will cause each of the Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed
upon them or upon their income or profits, or upon any properties belonging to
them, prior to the date on which penalties attach thereto, and all lawful
claims which, if unpaid, might become a Lien or charge upon any properties of
the Borrowers or any of their respective Subsidiaries; provided
that none of the Borrowers or any of their respective Subsidiaries shall be
required to pay any such tax, assessment, charge, levy or claim which is being
contested in good faith and by proper proceedings if it has maintained adequate
reserves with respect thereto in accordance with GAAP; and provided,
further, that the Borrowers will not be considered to be in
default of any of the provisions of this sentence if the Borrowers or 


 


99





















 


any of their respective Subsidiaries fails to pay any such amount or
amounts that, individually or in the aggregate, do not exceed $10,000,000 so
long as that matter is being negotiated in good faith with the applicable
taxing authority.


 


10.5.                     Corporate
Franchises.  The Borrowers will, and
will cause each of the Material Subsidiaries to:


 


(a)                                  preserve
and maintain in full force and effect its existence and good standing under the
laws of its state or jurisdiction of incorporation;


 


(b)                                 preserve
and maintain in full force and effect all material governmental rights,
privileges, qualifications, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except (i) governmental
rights, privileges, qualifications, permits, licenses and franchises the loss
of which could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect and (ii) in connection with transactions
permitted by section 11.2;


 


(c)                                  use
reasonable efforts, in the ordinary course of business, to preserve its
business organization and goodwill; and


 


(d)                                 preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.


 


10.6.                     Good Repair.  The Borrowers will, and will cause each of
the Material Subsidiaries to ensure that their properties and equipment used or
useful in their business in whomsoever’s possession they may be, are kept in
good repair, working order and condition, normal wear and tear excepted, and
will make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect and except as permitted by section 11.2.  The Borrowers will, and will cause each of
the Material Subsidiaries to use the standard of care typical in the industry
in the operation and maintenance of its facilities.


 


10.7.                     Compliance
with Statutes, etc.  Subject to section 10.8,
the Borrowers will, and will cause each of the Material Subsidiaries to comply
with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of their business and the ownership of their property ,
other than those being contested in good faith by appropriate proceedings, as
to which adequate reserves are established to the extent required under GAAP; provided, however, a failure to
comply with such statutes, regulations, orders and restrictions shall not
constitute a breach of this section 10.7 if such noncompliance
could not reasonably be expected to have a Material Adverse Effect.


 


10.8.                     Compliance
with Environmental Laws. 
Notwithstanding, and in addition to, the covenants contained in section 10.7
hereof:


 


100





















 


(a)                                  The
Borrowers will, and will cause each of the Subsidiaries to, (i) comply in
all respects with all Environmental Laws applicable to the ownership, lease or
use of all Real Property and personal property now or hereafter owned, leased
or operated by a Borrower or any of its Subsidiaries, and promptly pay or cause
to be paid all costs and expenses incurred in connection with such compliance; provided, however, that a
failure to comply with such Environmental Laws shall not constitute a breach of
this section 10.8(a) if such noncompliance could not
reasonably be expected to have a Material Adverse Effect; and (ii) keep or
cause to be kept all such Real Property free and clear of any Liens imposed
pursuant to such Environmental Laws which are not permitted under section 11.3.


 


(b)                                 Without
limitation of the foregoing, if a Borrower or any of its Subsidiaries shall
generate, use, treat, store, release or dispose of, or permit the generation,
use, treatment, storage, release or disposal of, Hazardous Materials on any
Real Property now or hereafter owned, leased or operated by a Borrower or any
of its Subsidiaries, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, any such action shall be effected
in compliance with all Environmental Laws applicable thereto; provided, however, a failure of
any such action to comply with such Environmental Laws shall not constitute a
breach of this section 10.8(b) if such noncompliance could not
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  If
required to do so under any applicable order of any governmental agency, the
Borrowers will undertake, and cause each of the Subsidiaries to undertake or
cause, any clean up, removal, remedial or other action necessary to remove and
clean up any Hazardous Materials from any Real Property owned, leased or
operated by a Borrower or any of its Subsidiaries in accordance with the requirements
of all applicable Environmental Laws and in accordance with such orders of all
governmental authorities, except to the extent that such Borrower or such
Subsidiary is contesting such order in good faith and by appropriate
proceedings and for which adequate reserves have been established to the extent
required by GAAP; provided,
however,
that a failure to so clean-up, remove, remediate or take such action necessary
to remove and clean up such Hazardous Materials shall not constitute a breach
of this section 10.8(c) if such failure could not reasonably
be expected to have a Material Adverse Effect.


 


10.9.                     Fiscal Years,
Fiscal Quarters.  None of the
Borrowers or any of their respective Material Subsidiaries shall change its
fiscal year or fiscal quarters, other than the fiscal year or fiscal quarters
of a person which becomes a Material Subsidiary, made at the time such person
becomes a Material Subsidiary to conform to the Borrowers’ fiscal year and
fiscal quarters.


 


10.10.              Hedge Agreements,
etc.  In the event any of the
Borrowers or any of their respective Material Subsidiaries determine to enter
into a Hedge Agreement they may do so, provided
that such Hedge Agreement is entered to for the purpose of hedging or
mitigating risks to which a Borrower or any Material Subsidiary is exposed in
the conduct of its business or the management of its liabilities and, when
considered in light of other outstanding Hedge Agreements to which that
Borrower or that Material Subsidiary is a party, does not expose that 


 


101





















 


Borrower or that Material Subsidiary, as the case may be, to
predominantly speculative risks unrelated to the amount of assets, Indebtedness
or other liabilities intended to be subject to coverage on a notional basis
under such Hedge Agreement.


 


10.11.              Senior Debt.  The Borrowers will at all times ensure that (a) the
claims of the Lenders in respect of the Obligations of the Credit Parties will
not be subordinate to, and will in all respects at least rank pari passu with, the claims
of every other senior unsecured creditor of the Credit Parties, and (b) any
Indebtedness subordinated in any manner to the claims of any other senior
unsecured creditor of the Credit Parties will be subordinated in like manner to
such claims of the Lenders.


 


10.12.              Security Documents.


 


(a) Except
with respect to the Foreign Subsidiaries the capital stock of which has been
pledged in accordance with section 10.12(b), in order to secure the
Obligations of the Borrowers, the Borrowers will cause any Domestic Subsidiary
and any Foreign Subsidiary that is a Material Subsidiary created or acquired by
a Borrower, or which becomes a Material Subsidiary, after the Effective Date to
execute and deliver to the Administrative Agents a Guaranty substantially in
the form attached as Exhibit G-1 and G-2, as applicable.


 


(b) With the
approval of the Administrative Agents, which approval shall not be unreasonably
withheld, in lieu of providing a Guaranty as contemplated by section 10.12(a),
at the option of the Borrowers, the Borrowers will pledge as collateral to the
Administrative Agents, as collateral agents, pursuant to a Pledge Agreement
substantially in the form attached as Exhibit F, 65% of the capital
stock of, or other equity or ownership interest in, any Foreign Subsidiary that
is a Material Subsidiary created or acquired by a Borrower, or which becomes a
Material Subsidiary of a Borrower, after the Effective Date, provided  that in each such
case, the Borrowers are able to demonstrate to the Administrative Agents that
providing a Guaranty with respect to such Foreign Subsidiaries as contemplated
by this Agreement would have a material adverse tax consequence to such
Borrowers or to such Foreign Subsidiaries. 
The above-described pledges of capital stock shall grant to the
Administrative Agents, as collateral agents, and such Borrower shall execute
such documents and take such other actions as deemed by the Administrative
Agents to be necessary or appropriate to effect a first priority perfected Lien
on 65% of the capital stock of each such Foreign Subsidiary that is owned by a
Borrower or any Domestic Subsidiary.


 


10.13.              Use of
Proceeds.  The Borrowers will use the proceeds of the Loans (i) for
Consolidated Capital Expenditures, (ii) for Permitted Acquisitions or (iii) for
working capital and other general corporate purposes, in each case not in
contravention of any applicable law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality or in
contravention of any of the Credit Documents.


 


102





















 


SECTION 11.                     NEGATIVE
COVENANTS.


 


The Borrowers, on a joint and several basis,
hereby covenant and agree that until such time as the Total Revolving Commitment
has been terminated, no Notes are outstanding, there are no Domestic Facility
Letter of Credit Outstandings, there are no Canadian Facility Letter of Credit
Outstandings, and the Loans, together with interest and Fees hereunder and all
obligations in respect of Letters of Credit and all other Obligations, have
been indefeasibly paid in full:


 


11.1.                     Changes in
Business.  None of the Borrowers nor
any of their respective Material Subsidiaries will engage in any other business
if, as a result, the general nature of the business which would then be engaged
in by that Borrower or that Material Subsidiary, as the case may be, would be
substantially changed from the general nature of the business engaged in by a
Borrower or any of its Material Subsidiaries on the date hereof (such business
being referred to in this section 11.1 as the “principal business”).  Notwithstanding the foregoing, the Borrowers
or any of their respective Material Subsidiaries may engage in any business
other than the principal business if (i) the consolidated assets of all
such other businesses account for less than fifteen percent (15%) of the
consolidated assets of Genlyte Group and its Subsidiaries, calculated on a
consolidated basis in accordance with GAAP, and (ii) the operations of all
such other businesses in the current fiscal year are expected to represent, or
in the most recent fiscal year represented, less than fifteen percent (15%) of
the earnings before interest, taxes, depreciation and amortization generated by
Genlyte Group and its Subsidiaries, calculated on a consolidated basis in
accordance with GAAP.


 


11.2.                     Consolidation,
Merger, Acquisitions, Asset Sales, etc. 
The Borrowers will not, and will not permit any Material Subsidiary to, (1) wind
up, liquidate or dissolve their affairs (except as provided in section 1.5(b) hereof),
(2) enter into any transaction of merger or consolidation, (3) make
or otherwise effect any Acquisition, (4) sell or otherwise dispose of any
of their property or assets outside the ordinary course of business, other than
the sale of Receivables Facility Assets under a Qualified Receivables
Transaction, or otherwise make or otherwise effect any Asset Sale, or (5) agree
to do any of the foregoing at any future time, except
that the following transactions shall be permitted under this section 11.2:


 


(a)                                  Certain
Intercompany Mergers, etc.  If no
Default or Event of Default shall have occurred and be continuing or would
result therefrom,


 


(i)                                     the
merger, consolidation or amalgamation of any Material Subsidiary of a Borrower
with or into a Borrower, provided a
Borrower is the surviving or continuing or resulting Person;


 


(ii)                                  the
merger, consolidation or amalgamation of any Material Subsidiary with or into
another Material Subsidiary;


 


(iii)                               the
merger, consolidation or amalgamation of any Material Subsidiary of a Borrower
that is not a Guarantor with or into another Material Subsidiary of a Borrower,
provided that the surviving or
continuing or resulting Person is a Wholly-Owned Material Subsidiary that is a
Domestic Subsidiary directly owned by a Borrower or a Guarantor that is a
Wholly-Owned Material Subsidiary of a Borrower;


 


103





















 


(iv)                              the
merger, consolidation or amalgamation of any (A) Domestic Facility Borrower
with or into another Domestic Facility Borrower (provided
that in any such transaction involving Genlyte Group, Genlyte Group shall be
the surviving entity) or (B) Domestic Facility Guarantor with or into
another Domestic Facility Guarantor;


 


(v)                                 the
merger, consolidation or amalgamation of any (A) Canadian Facility
Borrower with or into another Canadian Facility Borrower or (B) Canadian
Facility Guarantor with or into another Canadian Facility Guarantor;


 


(vi)                              the
transfer or other disposition of any property by any Domestic Facility
Guarantor to a Domestic Facility Borrower or to another Domestic Facility
Guarantor; and


 


(vii)                           the
transfer or other disposition of any property by any Canadian Facility
Guarantor to a Canadian Facility Borrower or to another Canadian Facility
Guarantor.


 


(b)                                  Acquisitions.  If no Default or Event of Default shall have
occurred and be continuing or would result therefrom, a Borrower or any of its
Material Subsidiaries may make any Acquisition that is a Permitted Acquisition,
provided that all of the conditions
contained in the definition of the term Permitted Acquisition are satisfied.


 


(c)                                  Permitted
Dispositions.  If no Default or Event
of Default shall have occurred and be continuing or would result therefrom, a
Borrower or any of its Subsidiaries may (i) sell any property, land or
building (including any related receivables or other intangible assets) to any
person, (ii) sell the entire capital stock (or other equity interests) and
Indebtedness of any Subsidiary, other than a Material Subsidiary, owned by a
Borrower or any other Subsidiary, other than a Material Subsidiary, to any
person, or (iii) permit any Subsidiary, other than a Material Subsidiary,
to be merged or consolidated with a person which is not an Affiliate of Genlyte
Group, or (iv) consummate any other Asset Sale with a person who is not a
Subsidiary of that Borrower; provided
that:


 


(A)                              the
consideration for such transaction (1) represents fair value (as
reasonably determined by management of Genlyte Group), and (2) does not
exceed, when aggregated with the consideration of any other transaction or
transactions of any Borrower or any of its Subsidiaries during the then current
fiscal year permitted under this section 11.2(c), twenty percent
(20%) of the Consolidated Net Worth as of the date of such transaction,


 


(B)                                in
the case of any such transaction involving consideration equal to or in excess
of $25,000,000, at least five Business Days prior to the date of completion of
such transaction the Borrowers shall have delivered to the Administrative
Agents an officer’s certificate executed on behalf of the Borrowers 


 


104





















 


by Principal Officers of the Borrowers, which
certificate shall contain (1) a description of the proposed transaction,
the date such transaction is scheduled to be consummated, the estimated
purchase price or other consideration for such transaction, (2) a
certification that no Default or Event of Default has occurred and is
continuing, or would result from consummation of such transaction, and (3) which
shall (if requested by the Administrative Agents) include a certified copy of
the draft or definitive documentation pertaining thereto, and


 


(C)                                contemporaneously
with the completion of such transaction the Borrowers prepay their Loans as and
to the extent required by section 7.2 hereof; and


 


provided, further,
that sales or other dispositions of inventory in the ordinary course of
business or of obsolete or worn out equipment or fixtures in the ordinary
course of business may be effected without compliance with the above provisions
and the amount of any such sales or other dispositions shall be excluded from
any computations under this section 11.2(c).


 


(d)                                  Leases.  The Borrowers or any of their respective
Material Subsidiaries may enter into leases of property or assets not
constituting Acquisitions, provided
such leases are not otherwise in violation or could cause a violation of section 11.11
of this Agreement or any other provision of this Agreement.


 


(e)                                  Capital
Expenditures:  The Borrowers and
their respective Material Subsidiaries shall be permitted to make Consolidated
Capital Expenditures.


 


(f)                                    Permitted
Investments.  The Borrowers and their
respective Material Subsidiaries shall be permitted to make the investments
permitted pursuant to section 11.5.


 


11.3.                     Liens.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon or with respect to any property or assets of any kind (real or
personal, tangible or intangible) of the Borrowers or any of their respective
Material Subsidiaries whether now owned or hereafter acquired, or sell any such
property or assets subject to an understanding or agreement, contingent or otherwise,
to repurchase such property or assets (including consignment arrangements and
including sales of accounts receivable or notes with or without recourse to the
Borrowers or any of their respective Material Subsidiaries, other than for
purposes of collection of delinquent accounts in the ordinary course of
business) or assign any right to receive income, or file or permit the filing
of any financing statement under the UCC or any other similar notice of Lien
under any similar recording or notice statute, except
that the following Liens shall be permitted under this section 11.3:


 


(a)                                  Standard
Permitted Liens.  The Liens granted
to the Administrative Agents on behalf of the Lenders and the Standard
Permitted Liens;


 


105





















 


(b)                                  Existing
Liens, etc.  Liens (i) in
existence on the Effective Date which are listed, and the Indebtedness secured
thereby and the property subject thereto on the Effective Date described, in Annex
IV, or (ii) arising out of the refinancing, extension, renewal or
refunding of any Indebtedness secured by any such Liens, provided
that the principal amount of such Indebtedness is not increased and such
Indebtedness is not secured by any additional assets;


 


(c)                                  Purchase
Money Liens.  Liens which are placed
upon fixed or capital assets, acquired, constructed or improved by a Borrower
or any of its Material Subsidiaries, including, without limitation, Capital
Lease obligations, provided that (A) such
Liens secure Indebtedness permitted by section 11.4(c), (B) such
Liens and the Indebtedness secured thereby are incurred prior to or within 20
days after such acquisition or the completion of such construction or
improvement, (C) the Indebtedness secured thereby does not exceed 100% of
the cost of acquiring, constructing or improving such fixed or capital assets;
and (D) such Liens shall not apply to any other property or assets of the
Borrowers or any of their respective Material Subsidiaries;


 


(d)                                  Import
Letters of Credit.  Liens securing
obligations in respect of import letters of credit incurred by Genlyte Thomas
or Genlyte Group in the ordinary course of its business;


 


(e)                                  Banker’s
Liens, etc.  Liens arising solely by
virtue of any statutory or common law provision relating to banker’s liens,
rights of set-off or similar rights and remedies as to deposit accounts or
other funds maintained with a creditor depository institution; provided that (i) such
deposit account is not a dedicated cash collateral account and is not subject
to restrictions against access by the Borrowers or the Subsidiaries, as the
case may be, in excess of those set forth by regulations promulgated by the
Board of Governors of the Federal Reserve System, and (ii) no security
interest in such deposit account (other than any such banker’s liens, rights of
set-off or similar rights or remedies arising at law) is held by the depository
institution or any other Person;


 


(f)                                    Liens
of After-Acquired Subsidiaries.  Liens
on the property or assets of a person that becomes a Material Subsidiary after
the date hereof securing Indebtedness permitted by section 11.5(i),
provided
that (i) such Liens existed at the time such person became a Material
Subsidiary were incurred in the ordinary course of business and were not
created in anticipation of the Acquisition, (ii) any such Lien does not by
its terms cover any property or assets after the time such person becomes a
Material Subsidiary which were not covered immediately prior thereto, (iii) such
Lien does not by its terms secure any Indebtedness other than Indebtedness
existing immediately prior to the existing time as such person becomes a
Material Subsidiary, and (iv) the aggregate amount of all Indebtedness
secured by all such Liens does not exceed the amount that is permitted under section 11.4(c);
and


 


(g)                                 Receivables
Securitizations.  Liens, if any, on
Receivables Facility Assets resulting from a Qualified Receivables Transaction.


 


106





















 


11.4.                     Indebtedness.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, contract, create, incur, assume or suffer
to exist any Indebtedness of the Borrowers or any of their respective Material
Subsidiaries, except that the following
shall be permitted under this section 11.4:


 


(a)                                  Credit
Documents:  Indebtedness incurred
under this Agreement and the other Credit Documents;


 


(b)                                  Existing
Indebtedness:  existing Indebtedness;
and any refinancing, extension, renewal or refunding of any such Existing
Indebtedness, provided that
any increase in the principal amount thereof shall be included in the aggregate
amount of additional Indebtedness that may be incurred under section 11.4(h) (irrespective
of whether such Indebtedness is secured) and may only be increased to the
extent and by the amount permitted by section 11.4(h);


 


(c)                                  Certain
Priority Debt:  to the extent not
permitted by the foregoing clauses,


 


(i)                                     Indebtedness
consisting of obligations under Synthetic Leases of a Borrower and any of its
Material Subsidiaries,


 


(ii)                                  Indebtedness
of the Borrowers and any of their respective Material Subsidiaries secured by a
Lien referred to in either of section 11.3(c) or 11.3(f),
in an aggregate amount outstanding, as to both such sections together, not to
exceed $10,000,000,


 


(iii)                               Indebtedness
of the Borrowers and any of their respective Material Subsidiaries under
industrial revenue or other municipal bonds with an aggregate principal amount
outstanding at any time not to exceed $25,000,000,


 


(iv)                              the
obligations of Genlyte Group and its Subsidiaries (including, without
limitation, the Receivables Facility Subsidiary) under a Qualified Receivables
Transaction, which shall be deemed to include, without limitation, the
Indebtedness evidenced by the Receivables Purchase Note and any other
obligations under a Qualified Receivables Transaction which would be
characterized as principal or interest if such Qualified Receivables
Transaction had been structured as a secured lending transaction rather than a
purchase, and


 


(v)                                 any
refinancing, extension, renewal or refunding of any such Indebtedness, provided that any
increase in the principal amount thereof shall be included in the aggregate
amount of additional Indebtedness that may be incurred under section 11.4(h) (irrespective
of whether such Indebtedness is secured) and may only be increased to the
extent and by the amount permitted by section 11.4(h),


 


107





















 


provided
that at the time of any incurrence thereof after the date hereof, and after
giving effect thereto, the Borrowers would be in compliance with sections
11.7 and 11.8, and no Default under section 12.1(a) or
Event of Default shall have occurred and be continuing or would result
therefrom;


 


(d)                                  Intercompany
Debt:  unsecured Indebtedness of any
of the Material Subsidiaries to any Borrower or to another Material Subsidiary;


 


(e)                                  Hedge
Agreements:  Indebtedness of the
Borrowers and any of their respective Material Subsidiaries under Hedge
Agreements that do not contravene the requirements of section 10.10;


 


(f)                                    Guaranty
Obligations:  any Guaranty
Obligations permitted by section 11.5;


 


(g)                                 Leases:  Indebtedness of the Borrowers and any of
their respective Material Subsidiaries in connection with leases that do not
contravene the restrictions of section 11.11; and


 


(h)                                 Additional
Unsecured Debt:  additional unsecured Indebtedness of
the Borrowers and any of their respective Material Subsidiaries, with terms and
conditions no more restrictive or burdensome to the Borrowers and any of their
respective Material Subsidiaries than the terms and conditions contained in
this Agreement (provided that a maturity date earlier than the Maturity Date
shall not be construed as more restrictive) the aggregate principal amount
outstanding at any time not in excess of $20,000,000; provided
that at the time of incurrence thereof, and after giving effect thereto, (i) the
Borrowers would be in compliance with sections 11.7, and 11.8;
and (ii) no Default under section 12.1(a) or Event of
Default shall have occurred and be continuing or would result therefrom.


 


11.5.                     Advances,
Investments, Loans and Guaranty Obligations.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, (1) lend money or credit or make
advances in the nature of credit to any person, other than trade credit
extended in the ordinary course of business of such Credit Parties, (2) purchase
or acquire any stock, obligations or securities of, or any other interest in,
or make any capital contribution to, or other investment in, any person, (3) create,
acquire or hold any Material Subsidiary, (4) be or become a party to any
joint venture, member of a limited liability company or partner of a
partnership, or (5) be or become obligated under any Guaranty Obligations
(other than those created in favor of the Lenders pursuant to the Credit
Documents), except that the following
shall be permitted under this section 11.5:


 


(a)                                  the
Borrowers or any of their respective Material Subsidiaries may invest in cash
and Cash Equivalents;


 


(b)                                 any
endorsement of a check or other medium of payment for deposit or collection, or
any similar transaction in the normal course of business;


 


108





















 


(c)                                  the
Borrowers and their respective Material Subsidiaries may acquire and hold
receivables owing to them in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms (including receivables
evidenced by a promissory note executed after the account debtor in question
fails to make payments when due);


 


(d)                                 loans
and advances to employees for business-related travel expenses, moving
expenses, costs of replacement homes, business machines or supplies,
automobiles and other similar expenses, in each case incurred in the ordinary
course of business and consistent with past practice;


 


(e)                                  the
existing loans, advances, investments and guarantees described in Annex V
hereto;


 


(f)                                    investments
of the Borrowers and their respective Material Subsidiaries in Hedge Agreements
that comply with section 10.10;


 


(g)                                 existing
investments in any Material Subsidiaries shall be permitted, and the creation
and holding of any Wholly-Owned Material Subsidiary and any additional
investments in any current or future Wholly-Owned Material Subsidiary, so long
as the Borrowers comply with section 10.12(b) in connection
with the creation of any such Subsidiary and with section 10.12(a) by
causing the Subsidiaries referenced therein to execute and deliver a Guaranty,
or pledge its capital stock to the extent permitted by section 10.12(b);


 


(h)                                 intercompany
loans and advances permitted by section 11.4(d);


 


(i)                                     the
Acquisitions permitted by section 11.2; and loans, advances and
investments of any person which are outstanding at the time such person becomes
a Material Subsidiary as a result of an Acquisition permitted by section 11.2
and were incurred in the ordinary course of business and not created in
contemplation thereof, but not any increase in the amount thereof;


 


(j)                                     any
of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness
of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note
held by Genlyte Thomas or certain of its Subsidiaries and (ii) subject to
the limitation set forth in section 11.6(d), any extension of
credit or capital contribution to, or other investment in, the Receivables
Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is
the immediate parent entity of the Receivables Facility Subsidiary after the
Closing Date);


 


(k)                                  any
unsecured Guaranty Obligation incurred by a Borrower or any of its Material
Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary
which is permitted under section 11.4 without restriction upon the
ability of the Borrowers or any of their respective Subsidiaries to guarantee
the same, or (ii) other 


 


109





















 


obligations of a Wholly-Owned Subsidiary,
including, without limitation, obligations under Hedge Agreements, which are
not prohibited by this Agreement; and


 


(l)                                     any
other Guaranty Obligations, loans, advances, investments (whether in the form
of cash or contribution of property, and if in the form of a contribution of
property, such property shall be valued for purposes of this clause at the fair
value thereof as reasonably determined by a Borrower), in or to any
corporation, partnership, limited liability company, joint venture or other
business entity, not otherwise permitted by the foregoing clauses, made after
the date hereof, provided that at the time of
making any such loan, advance or investment, no Event of Default or Default
shall have occurred and be continuing, or would result therefrom.


 


11.6.                     Restricted Payments.  The Borrowers shall not, and shall not permit
any of the Material Subsidiaries to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock or
membership interests, or purchase, redeem or otherwise acquire for value any
shares of any class of its capital stock or its membership interests or any
warrants, rights or options to acquire such capital stock membership interests,
now or hereafter outstanding; except that
the following shall be permitted under this section 11.6:


 


(a)                                  the
declaration and making of distributions payable solely as capital stock,
membership interests or partnership interests;


 


(b)                                 the
purchase, redemption or other acquisition of a Credit Party’s capital stock,
membership interests or partnership interests or warrants or options to acquire
any such interests with the proceeds received from the substantially concurrent
issue of new capital stock, membership interests or partnership interests;


 


(c)                                  the
declaration and making of dividend payments or other cash distributions by any
Material Subsidiary of a Borrower to such Borrower (whether directly or through
another Subsidiary of such Borrower); and


 


(d)                                 any
loan, distribution or transfer, however characterized, that Genlyte Group (or
any Material Subsidiary that is the immediate parent entity of the Receivables
Facility Subsidiary after the Closing Date) may make to the Receivables
Facility Subsidiary in connection with a Qualified Receivables Transaction;
provided that the aggregate amount of all loans, distributions and other
transfers by Genlyte Group (or such Material Subsidiary that is such immediate
parent entity after the Closing Date) to the Receivables Facility Subsidiary at
any time outstanding shall not exceed the aggregate of (i) the aggregate
amount of loans, distributions and transfers outstanding on the Closing Date
and (ii) the greater of (A) Ten Million Dollars ($10,000,000) and (B) an
amount equal to 10% of the remainder of (I) the outstanding balance at such
time of all Receivables that have been sold by Genlyte Thomas and its
Subsidiaries to the Receivables Facility Subsidiary, minus
(II) the sum of the aggregate “Commitments” (as defined in the Qualified
Receivables Purchase Agreement) at such time and the 


 


110





















 


“Aggregate Reserves” (as defined in the
Qualified Receivables Purchase Agreement) as if such “Commitments” were fully
utilized.


 


11.7                        Ratio of
Consolidated Total Debt to Consolidated EBITDA.  The Borrowers shall not permit the ratio of (a) the
amount of Consolidated Total Debt as of the end of any Testing Period
(commencing with the Testing Period ending December 31, 2005) to (b) Consolidated
EBITDA for such Testing Period to exceed 3.00 to 1.00.


 


11.8.                     Consolidated
Interest Coverage Ratio.  The
Borrowers will not permit the Consolidated Interest Coverage Ratio as of the
end of any Testing Period (commencing with the Testing Period ending December 31,
2005) to be less than 3.00 to 1.00.


 


11.9.                     Transactions
with Affiliates.  The Borrowers will
not, and will not permit any Material Subsidiary that is a Credit Party to,
enter into any transaction or series of transactions with any Affiliate of any
such Person (other than, in the case of (i) a Borrower, another Borrower
or any Wholly-Owned Material Subsidiary that is a Guarantor or a Pledged
Entity, (ii) a Material Subsidiary that is a Guarantor or a Pledged
Entity, a Borrower or another Wholly-Owned Material Subsidiary that is a
Guarantor or a Pledged Entity), other than pursuant to the reasonable
requirements of a Borrower’s, or such Subsidiary’s, as applicable, business and
upon fair and reasonable terms no less favorable to such Borrower or such
Subsidiary than would be obtained in a comparable arm’s-length transaction with
a person other than an Affiliate, except for
a Qualified Receivables Transaction and the transactions described in Annex
VI.  The Borrowers will not permit
any Material Subsidiary that is not a Guarantor or a Pledged Entity to enter
into any transaction or series of transactions with any Affiliate of any such
Person (other than a Borrower or a Wholly-Owned Material Subsidiary of a
Borrower), other than pursuant to the reasonable requirements of such Material
Subsidiary’s business and upon fair and reasonable terms no less favorable to
such Material Subsidiary than would be obtained in a comparable arm’s-length
transaction with a person other than an Affiliate, except
for the transactions described in Annex VI.


 


11.10.              Plan Terminations,
Minimum Funding, etc.


 


(a)                                  Domestic
Benefit Plan Terminations, Minimum Funding, etc.  The Domestic Facility Borrowers
will not, and will not permit any ERISA Affiliate to, (i) terminate any
Plan or Plans so as to result in an additional net current liability of the Borrowers
or any ERISA Affiliate to the PBGC in excess of, in the aggregate, an amount
that reasonably could be expected to have a Material Adverse Effect, (ii) permit
to exist one or more events or conditions which reasonably present a material
risk of the termination by the PBGC of any Plan or Plans with respect to which
the Borrowers or any ERISA Affiliate would, in the event of such termination,
incur liability to the PBGC in excess of such amount in the aggregate, or (iii) fail
to comply in any material respect with the minimum funding standards of ERISA
and the Code with respect to any Plan.


 


(b)                                  Canadian
Benefit Plan Terminations, Minimum Funding, etc.  The Canadian Facility Borrowers will not,
and will not permit any of their respective Subsidiaries to, (i) terminate,
in whole or in part, any Employee Plan or Employee Plans so as to result in 


 


111





















 


additional liabilities or accelerated funding obligations of the
Borrowers or their respective Subsidiaries in respect of such Employee Plan or
Employee Plans in excess of, in the aggregate, an amount that reasonably could
be expected to have a Material Adverse Effect, (ii) permit to exist one or
more events or conditions which reasonably present a material risk of the
termination, in whole or in part, of any Employee Plan or Employee Plans by any
applicable regulator which would result in additional liabilities or
accelerated funding obligations of the Borrowers or their respective
Subsidiaries under such Employee Plan or Employee Plans in excess of, in the
aggregate, an amount that reasonably could be expected to have a Material
Adverse Effect, or (iii) fail to comply in any material respect with the
minimum funding requirements for any Employee Plan imposed under applicable
laws or the terms of such Employee Plan.


 


11.11.              Certain Leases.  The Borrowers shall not, and shall not permit
any of the Material Subsidiaries to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except that the following leases shall be permitted under this section 11.11:


 


(a)                                  leases
of the Borrowers and their respective Material Subsidiaries in existence on the
Closing Date and any renewal, extension or refinancing thereof;


 


(b)                                 Operating
Leases entered into by the Borrowers or any of their respective Material
Subsidiaries after the Closing Date in the ordinary course of business; and


 


(c)                                  leases
entered into by the Borrowers, or any of their respective Material Subsidiaries
after the Closing Date pursuant to Sale-Leaseback Transactions consistent with
past practice.


 


11.12.              Limitation on
Certain Restrictive Agreements; Qualified Receivables Transaction Documents.


 


(a)                                  Restrictive
Agreements.  The Borrowers will not,
and will not permit any of the Material Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist or become effective, any “negative
pledge” covenant or other similar agreement, restriction or arrangement
otherwise named that prohibits, restricts or imposes any condition upon (a) the
ability of a Borrower or any of its Material Subsidiaries to create, incur or
suffer to exist any Lien upon any of its property or assets as security for
Indebtedness, or (b) the ability of a Borrower or any of Material
Subsidiaries to pay dividends or make any other distributions on its capital
stock or any other interest or participation in its profits owned by a Borrower
or any of its Material Subsidiaries, or pay any Indebtedness owed to a
Borrower, or any of its Material Subsidiaries, or to make loans or advances to
a Borrower or any of its Material Subsidiaries, or transfer any of its property
or assets to a Borrower, or any of its Material Subsidiaries, except for such restrictions
existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest, (iv) provisions in any agreement or agreements (including,
without limitation, licenses, leases, agreements relating to the purchase or
sale of any property, 


 


112





















 


agreements relating to providing or obtaining
any services) prohibiting or limiting the right to assign or transfer such
agreement(s) or any rights therein, (v) customary provisions restricting
the transfer or further encumbering of assets subject to Liens that are
permitted under section 11.3(b) or (c) from the
restrictions and prohibitions otherwise contained in section 11.3, (vi) customary
restrictions affecting only a Material Subsidiary under any agreement or
instrument governing any of the Indebtedness of a Material Subsidiary permitted
pursuant to section 11.4, excluding any restriction on dividends or
distributions to its stockholders, members or other equity holders (vii) restrictions
affecting any Foreign Subsidiary under any agreement or instrument governing
any Indebtedness of such Foreign Subsidiary permitted pursuant to section 11.4,
and customary restrictions contained in “comfort” letters and guarantees of any
such Indebtedness, excluding any restriction on dividends or distributions to
its stockholders, (viii) any Lien permitted by section 11.3, (ix) any
Operating Lease or Capital Lease, insofar as the provisions thereof limit
grants of a security interest in, or other assignments of, the related
leasehold interest to any other person, and (x) pursuant to the Qualified
Receivables Sale Agreement and the Qualified Receivables Purchase Agreement.


 


(b)                                  Qualified Receivables Transaction Documents.  None
of Genlyte Group, Genlyte Thomas or any of their Subsidiaries shall amend,
modify or supplement any terms or provisions contained in any of the documents
evidencing, securing or otherwise governing a Qualified Receivables Transaction
(including, without limitation, the Qualified Receivables Sale Agreement, the
Qualified Receivables Purchase Agreement or any of the other Transaction
Documents), unless (i) Genlyte Group or Genlyte Thomas shall have
delivered to the Administrative Agents and the Lenders the proposed form of any
such amendment, modification or supplement not less than five (5) Business
Days prior to the proposed effective date thereof (or such lesser period as the
Administrative Agents may approve in writing) and (ii) after giving effect
to such amendment, modification or supplement, the Qualified Receivables
Transaction, as evidenced, secured or otherwise governed by such documents
(including, without limitation, the Qualified Receivables Sale Agreement, the
Qualified Receivables Purchase Agreement and the other Transaction Documents),
as so amended, modified or supplemented, will meet all of the criteria set
forth in clauses (ii) through (x), inclusive, of the definition of
Qualified Receivables Facility Requirements.


 


11.13.              Accounting
Changes.  The Borrowers shall not, and shall not permit any of their respective
Material Subsidiaries to, make any significant change in accounting treatment
or reporting practices, except as required by GAAP.


 


SECTION 12.                     EVENTS OF
DEFAULT.


 


12.1.                     Events of
Default.  Any of the following
specified events (each an “Event of Default”)
shall constitute an Event of Default hereunder:


 


(a)                                  Payments:  a Borrower shall (i) default in the
payment when due of any principal of the Loans; or (ii) default, and such
default shall continue for three or more days, in the payment when due of any
interest on the Loans or any Fees or any other amounts owing hereunder or under
any other Credit Document; or


 


113





















 


(b)                                  Representations,
etc.:  any representation, warranty
or statement made by the Borrowers or any other Credit Party herein or in any
other Credit Document or in any statement or certificate delivered or required
to be delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or


 


(c)                                  Certain
Covenants:  a Borrower shall default
in the due performance or observance by it of any term, covenant or agreement
contained in section 10.1(e)(i), or section 11 of this
Agreement; or


 


(d)                                  Other
Covenants:  a Borrower shall default
in the due performance or observance of any term, covenant or agreement
contained in this Agreement or any other Credit Document, other than those
referred to in section 12.1(a) or (b) or (c) above,
and such default is not remedied within 30 days after the earlier of (i) an
officer of a Borrower obtaining actual knowledge of such default and (ii) a
Borrower receiving written notice of such default from either Administrative
Agent or the Required Lenders (any such notice to be identified as a “notice of
default “ and to refer specifically to this paragraph); or


 


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


 


114





















 


(f)                                    Judgments:  one or more judgments or decrees shall be
entered against a Borrower, or any of its Subsidiaries involving a liability
equal to or more than $25,000,000 in the aggregate for all such judgments and
decrees for the Borrowers and their respective Subsidiaries (excluding any
judgment covered by insurance as to which the carrier has adequate claims
paying ability and has not reserved its rights), and any such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days from the entry thereof; or


 


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


 


(h)                                 ERISA:  (1) any of the events described in
clauses (i) through (viii) of section 10.1(f) or
clauses (i) through (iv) of section 10.1(g) shall
have occurred; or (2) there shall result from any such event or events the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (3) any such event or events
or any such lien, security interest or liability, individually, and/or in the
aggregate, has had, or could reasonably be expected to have, a Material Adverse
Effect.


 


(i)                                    Other
Credit Documents:  the Pledge
Agreements, any Guaranty or any other Credit Document (once executed and
delivered) shall cease for any reason (other than termination in accordance
with its terms or by agreement made pursuant to the 


 


115





















 


provisions of section 15.12) to
be in full force and effect; or any Credit Party shall default in any material
respect in the due performance and observance of any other obligation under a
Credit Document (other than this Agreement) to which it is a party and such
default shall continue unremedied for a period of at least 30 days (or such
other longer cure period permitted under the applicable Credit Document) after
the earlier of (i) an officer of a Borrower obtaining actual knowledge of
such default and (ii) after notice to Genlyte Group by either
Administrative Agent or the Required Lenders; or any Credit Party shall (or
seek to) disaffirm or otherwise limit its obligations under a Credit Document
to which it is a party otherwise than in strict compliance with the terms
thereof.


 


(j)                                    Change of Control:  there shall have occurred a Change of
Control.


 


(k)                                Qualified
Receivables Transaction:  there shall
occur an “Amortization Event” (as defined in the Qualified Receivables Purchase
Agreement).


 


12.2.                     Acceleration,
etc.  Upon the occurrence of any
Event of Default, the Administrative Agents shall, upon the written request of
the Required Lenders, by written notice to the Borrowers, take any or all of
the following actions, without prejudice to the rights of any of the
Administrative Agents, for itself or as collateral agent or otherwise, or any
Lender to enforce its claims against the Borrowers or any other Credit Party (provided that, if an Event of
Default specified in section 12.1(g) shall occur, the result
which would occur upon the giving of written notice by the Administrative
Agents as specified in clauses (i), (ii) and (iii) below shall occur
automatically without the giving of any such notice):  (i) declare the Total Revolving
Commitment and the obligation to issue Letters of Credit terminated, whereupon
the Commitment and any such obligation of each Lender shall forthwith terminate
immediately without any other notice of any kind; (ii) declare the
principal of and any accrued interest in respect of all Loans, and all other
Obligations owing hereunder and under the other Credit Documents to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrowers; (iii)  require the Borrowers to, and the Borrowers
shall thereupon, deposit in a non-interest bearing account with the
Administrative Agents, as cash collateral for their Obligations under the
Credit Documents, an amount equal to the maximum amount currently or at any
time thereafter available to be drawn on all outstanding Letters of Credit, and
the Borrowers hereby pledge to the Administrative Agents and the Lenders and
grant to the Administrative Agents and the Lenders a security interest in, all
such cash as security for such Obligations; and/or (iv) require the
Borrowers to, and the Borrowers shall thereupon cause to be issued one or more
irrevocable letters of credit to the Administrative Agents, as collateral for
their Obligations under the Credit Documents, on terms, and from financial
institutions, reasonably acceptable to the Administrative Agents in an
aggregate stated amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrowers hereby pledge to the Administrative Agents and the Lenders and grant
to the Administrative Agents and the Lenders a security interest in, the
proceeds payable under such letters of credit as security for such
Obligations.  Upon the curing of all
existing Events of Default to the satisfaction of the Required Lenders, the
Administrative Agents shall return such cash collateral to Genlyte Group.


 


116





















 


12.3.                     Application
of Liquidation Proceeds.  All monies
received by the Administrative Agents or any Lender from the exercise of
remedies hereunder or under the other Credit Documents or under any other
documents relating to this Agreement shall, unless otherwise required by the
terms of the other Credit Documents or by applicable law, be applied as
follows:


 


(1)                                 first, to the payment of all expenses (to the extent not
paid by the Borrowers) incurred by the Administrative Agents and the Lenders in
connection with the exercise of such remedies, including, without limitation,
all reasonable costs and expenses of collection, attorneys’ fees, court costs
and any foreclosure expenses;


 


(2)                                 second, to the payment pro
rata of interest then accrued on the outstanding Loans;


 


(3)                                 third, to the payment pro
rata of any fees then accrued and payable to the Administrative
Agents or any Lender under this Agreement;


 


(4)                                 fourth, to the payment pro
rata of the principal balance then owing on the outstanding
Loans, the Unpaid Drawings and the Specified Hedge Agreements;


 


(5)                                 fifth, to the payment pro
rata of all other amounts owed by the Borrowers to the
Administrative Agents or any Lender under this Agreement or any other Credit
Document (including, without limitation, a deposit with any Letter of Credit
Issuer in the aggregate amount of the Stated Amounts of all Letters of Credit
Outstanding);


 


(6)                                 sixth, to the
payment pro rata of all other amounts
owed by the Borrowers to the Administrative Agents or any Lender or any
Affiliate of any of the foregoing under any other agreement, instrument or
document, so long as such Administrative Agent is provided with a true and correct
copy thereof and such person timely certifies to such Administrative Agent the
amount or amounts due and owing thereunder; and


 


(7)                                 finally, any remaining surplus after all of the
Obligations and obligations described in clause (6) above have been paid
in full, to Genlyte Group (as agent for itself and the Subsidiaries as their
interests may appear) or to whomsoever shall be lawfully entitled thereto.


 


For the purpose of determining pro rata
shares under clause (4) of this section 12.3, all Obligations in
respect of Specified Hedge Agreements
will be deemed to have an outstanding principal amount equal to the amount that
would be payable (or would permit the Lender or Lender Affiliate counterparty
thereto to cause to become payable) by, as the case may be, Genlyte Group or
its Material Subsidiary that is party thereto (after giving effect to any
netting agreement) upon the occurrence of any default or other termination
thereunder (after notice and opportunity to cure to the extent, if any,
provided for in such Specified Hedge
Agreement).


 


117





















 


SECTION 13.                     THE
ADMINISTRATIVE AGENTS.


 


13.1.                     Appointment.  Each Lender hereby irrevocably designates and
appoints NCB as the Domestic Administrative Agent and Chase Bank Toronto as the
Canadian Administrative Agent to act as specified herein and in the other
Credit Documents, and each such Lender hereby irrevocably authorizes each of
NCB and Chase Bank Toronto as the Administrative Agents for such Lender and as
collateral agents under the Pledge Agreements, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to such Administrative Agents by the terms of this Agreement and the other
Credit Documents, together with such other powers as are reasonably incidental
thereto.  The Administrative Agents agree
to act as such upon the express conditions contained in this section 13.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agents shall not have any
duties or responsibilities, except those expressly set forth herein or in the
other Credit Documents, nor any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agents.  The provisions of
this section 13 are solely for the benefit of the Administrative
Agents, and the Lenders, and the Borrowers and their respective Subsidiaries
shall not have any rights as a third party beneficiary of any of the provisions
hereof.  In performing its functions and
duties under this Agreement, the Administrative Agents shall act solely as
agents of the Lenders and do not assume and shall not be deemed to have assumed
any obligation or relationship of agency or trust with or for the Borrowers or
any of their respective Subsidiaries.


 


13.2.                     Delegation of
Duties.  Each Administrative Agent
may execute any of its duties under this Agreement or any other Credit Document
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agents shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by section 13.3.


 


13.3.                     Exculpatory
Provisions.  Neither of the
Administrative Agents nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for
any action lawfully taken or omitted to be taken by it or such person under or
in connection with this Agreement (except for its or such person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Genlyte Group, or any of the Subsidiaries, or any of their respective
officers contained in this Agreement, any other Credit Document or in any
certificate, report, statement or other document referred to or provided for
in, or received by either Administrative Agent under or in connection with,
this Agreement or any other Credit Document or for any failure of the Borrowers
or any of their respective Subsidiaries, or any of their respective officers to
perform its obligations hereunder or thereunder.  Neither of the Administrative Agents shall be
under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Borrowers or
any of their respective Subsidiaries. 
Neither of the Administrative Agents shall be responsible to any Lender 


 


118





















 


for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any Credit Document or for
any representations, warranties, recitals or statements made herein or therein
or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agents
to the Lenders or by or on behalf of the Borrowers or any of their respective
Subsidiaries to the Administrative Agents or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.


 


13.4.                     Reliance by
Administrative Agents.  Each of the
Administrative Agents shall be entitled to rely, and shall be fully protected
in relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, facsimile transmission, telex or
teletype message, statement, order or other document or conversation believed
by it, in good faith, to be genuine and correct and to have been signed, sent
or made by the proper person or persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Borrowers or any of
their respective Subsidiaries), independent accountants and other experts
selected by either Administrative Agent. 
Each of the Administrative Agents shall be fully justified in failing or
refusing to take any action under this Agreement or any other Credit Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agents shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Credit Documents in accordance with a request of
the Required Lenders (or all of the Lenders, as to any matter which, pursuant
to section 15.12, can only be effectuated with the consent of all
Lenders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.


 


13.5.                     Notice of
Default.  The Administrative Agents
shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless the Administrative Agents have
received notice from a Lender or the Borrowers referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice
of default”.  In the event that an
Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. 
The Administrative Agents shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders, provided that unless and
until the Administrative Agents shall have received such directions, the
Administrative Agents may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as they shall deem advisable and in the best interests of the Lenders.


 


13.6.                     Non-Reliance.  Each Lender expressly acknowledges that
neither of the Administrative Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates have made any
representations or warranties to it and that no act by the Administrative
Agents hereinafter taken, including any review of the affairs of the Borrowers
or any of their respective Subsidiaries, shall be deemed to constitute any
representation or 


 


119





















 


warranty by the Administrative Agents to any Lender.  Each Lender represents to the Administrative
Agents that it has, independently and without reliance upon either
Administrative Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrowers and their
respective Subsidiaries and made its own decision to make its Loans hereunder
and enter into this Agreement.  Each
Lender also represents that it will, independently and without reliance upon
either Administrative Agent, or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrowers and their
respective Subsidiaries.  No
Administrative Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrowers or any of their respective Subsidiaries which
may come into its possession or its respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates. 
Each of the Lenders acknowledges and agrees that neither such Lender nor
any of its Affiliates, participants or assignees, may rely on the
Administrative Agents to carry out such Lender’s, Affiliate’s, participant’s or
assignee’s customer identification program, or other obligations required or
imposed under or pursuant to the USA Patriot Act or the regulations thereunder,
including the regulations contained in 31 CFR 103.121 (as hereafter amended or
replaced, the “CIP Regulations”), or any other anti-terrorism law, including
any programs involving any of the following items relating to or in connection
with any of the Credit Parties, their Affiliates or agents, this Agreement, the
other Credit Documents or the transactions hereunder or contemplated hereby: (1) any
identity verification procedures, (2) any record keeping, (3) comparisons
with government lists, (4) customer notices or (5) other procedures
required under the CIP Regulations or such other laws.


 


13.7.                     Indemnification.  The Lenders agree to indemnify each Administrative
Agent in its capacity as such ratably according to their respective Domestic
Revolving Loans, Unutilized Domestic Revolving Commitments, Canadian Revolving
Loans, and Unutilized Canadian Revolving Commitments, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the Obligations) be imposed on, incurred by or asserted against such
Administrative Agent in its capacity as such in any way relating to or arising
out of this Agreement or any other Credit Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby
or any action taken or omitted to be taken by such Administrative Agent under
or in connection with any of the foregoing, but only to the extent that any of
the foregoing is not paid by the Borrowers, provided
that no Lender shall be liable to either Administrative Agent for the payment
of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting solely from such Administrative Agent’s gross negligence or willful
misconduct.  If any indemnity furnished
to an Administrative Agent for any purpose shall, in the opinion of such
Administrative Agent, be insufficient or become impaired, such Administrative
Agent may call for additional indemnity 


 


120





















 


and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished. 
The agreements in this section 13.7 shall survive the
payment of all Obligations.


 


13.8.                     The Administrative
Agents in Individual Capacity.  Each
Administrative Agent and its respective Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with Genlyte Group
and the Subsidiaries and their Affiliates as though not acting as an
Administrative Agent hereunder or as a collateral agent under the Pledge
Agreements.  With respect to the Loans
made by it and all Obligations owing to it, each Administrative Agent shall
have the same rights and powers under this Agreement as any Lender and may
exercise the same as though it were not an Administrative Agent, and the terms “Lender”
and “Lenders” shall include such Administrative Agent in its individual
capacity.


 


13.9.                     Successor
Administrative Agent.  Each
Administrative Agent may resign as an Administrative Agent and as a collateral
agent under the Pledge Agreements, upon not less than 20 Business Days’ notice
to the Lenders and the Borrowers.  Each
Administrative Agent may be removed as an Administrative Agent for cause upon
not less than 20 Business Days’ notice to such Administrative Agent and the
Borrowers from the Required Lenders. The Required Lenders shall appoint from
among the Lenders a successor Administrative Agent for the Lenders for any
resigning or removed Administrative Agent, subject to prior approval by the
Borrowers if no Default under section 12.1(a) or Event of
Default has occurred and is continuing (such approval not to be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the resigning or removed Administrative Agent, and
the term “Administrative Agents” and “Domestic Administrative Agent” or “Canadian
Administrative Agent”, as the case may be, shall include such successor agent
effective upon its appointment, and the resigning or removed Administrative
Agent’s rights, powers and duties as an Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement.  After the resigning or removed Administrative
Agent’s resignation or removal hereunder as an Administrative Agent, the
provisions of this section 13 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Administrative Agent
under this Agreement.


 


13.10.              Other Agents.  Any party identified herein as a Co-Agent,
Co-Lead Arranger, Syndication Agent, Co-Documentation Agent, Managing Agent,
Manager or any other corresponding title, other than “Administrative Agent”, “Domestic
Administrative Agent” or “Canadian Administrative Agent” shall have no right,
power, obligation, liability, responsibility or duty under this Agreement or
any other Credit Document except those applicable to all Lenders as such.  Each Lender acknowledges that it has not
relied, and will not rely, on any party so identified in deciding to enter into
this Agreement or in taking or not taking any action hereunder.


 


SECTION 14.  GUARANTY BY GENLYTE GROUP.


 


14.1.                     Guaranty of
Subsidiary Borrowings.  Without
limiting in any respect the obligations and liabilities of Genlyte Group under
and pursuant to the Guaranty executed and delivered pursuant to section 8.1(l),
Genlyte Group hereby unconditionally guarantees, for the benefit of each Administrative
Agent, each Letter of Credit Issuer and each Lender or any of its 


 


121





















 


Affiliates which extends credit to any other Borrower or any Subsidiary
hereunder or under a Specified Hedge Agreement or incurs expenses or liability
hereunder or under a Specified Hedge Agreement, the full and punctual payment
of all amounts at any time owed of every type or description, whether direct or
indirect, contingent or absolute, by any such other Borrower or Subsidiary in
respect of any such extension or extensions of credit or expenses or liability
(collectively, the “Guaranteed
Obligations”).  Upon
failure by any other Borrower or Guarantor to pay punctually any such amount,
Genlyte Group shall forthwith on demand by the Administrative Agents (for their
own account or acting on instructions from any affected Lender, on its own
behalf or on behalf of any of its Affiliates) pay the amount not so paid at the
place and in the currency and otherwise in the manner specified in this
Agreement (including, without limitation, section 7.4) or any other
applicable agreement or instrument.


 


14.2.                     Additional
Undertaking.  As a separate,
additional and continuing obligation, Genlyte Group unconditionally and
irrevocably undertakes and agrees, for the benefit of the Administrative
Agents, the Letter of Credit Issuers and the Lenders and their Affiliates
referred to in section 14.1, that, should any amounts described in section 14.1
not be recoverable from Genlyte Group under section 14.1 for any
reason whatsoever (including, without limitation, by reason of any provision of
any Credit Document or Specified Hedge Agreement or any other agreement or
instrument executed in connection therewith being or becoming void,
unenforceable, or otherwise invalid under any applicable law) then,
notwithstanding any notice or knowledge thereof by any Lender, either
Administrative Agent, any of their respective Affiliates, or any other Person,
at any time, Genlyte Group as sole, original and independent obligor, upon
demand by the Administrative Agents (acting on instructions from any affected
Lender, on its own behalf or on behalf of any of its Affiliates), will make
payment to the Administrative Agents, for the account of the affected
Administrative Agents, Letter of Credit Issuers or Lenders (or any such
Affiliate), of all such obligations not so recoverable by way of full
indemnity, in such currency and otherwise in such manner as is provided in any
applicable agreement or instrument.


 


14.3.                     Guaranty
Unconditional, etc.  The obligations
of Genlyte Group under this section shall be unconditional and absolute
and, without limiting the generality of the foregoing, except in the case of
payment in full of all Obligations, shall not be released, discharged or
otherwise affected by the occurrence, one or more times, of any of the
following:


 


(a)                                  any
extension, renewal, settlement, compromise, waiver or release in respect to any
Guaranteed Obligation of any other Borrower under any agreement or instrument,
by operation of law or otherwise;


 


(b)                                 any
modification or amendment of or supplement to this Agreement, any Note, any
other Credit Document, or any agreement or instrument evidencing or relating to
any Guaranteed Obligation;


 


(c)                                  any
release, non-perfection or invalidity of any direct or indirect security for
any Guaranteed Obligation of any other Borrower or Subsidiary under any
agreement or instrument evidencing or relating to any Guaranteed Obligation;


 


122





















 


(d)                                 any
change in the corporate existence, structure or ownership of any other Borrower
or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting any other Borrower or its assets or any resulting release or
discharge of any obligation of any other Borrower contained in any agreement or
instrument evidencing or relating to any Guaranteed Obligation;


 


(e)                                  the
existence of any claim, set-off or other rights which Genlyte Group may have at
any time against any other Borrower or Guarantor, either Administrative Agent,
any Letter of Credit Issuer, any Lender, any Affiliate of any Lender or any
other Person, whether in connection herewith or any unrelated transactions;


 


(f)                                    any
invalidity or unenforceability relating to or against any other Borrower or
Guarantor for any reason of any agreement or instrument evidencing or relating
to any Guaranteed Obligation, or any provision of applicable law or regulation
purporting to prohibit the payment by any other Borrower or Guarantor of any Guaranteed
Obligation; or


 


(g)                                 any
other act or omission to act or delay of any kind by any other Borrower or
Guarantor, either Administrative Agent, any Lender, any of their Affiliates, or
any other Person, or any other circumstance whatsoever, which might, but for
the provisions of this section, constitute a legal or equitable discharge of
Genlyte Group’s obligations under this section.


 


14.4.                     Genlyte Group
Obligations to Remain in Effect; Restoration.  Genlyte Group’s obligations under this section 14
shall remain in full force and effect until the Commitments shall have
terminated, and the principal of and interest on the Notes and other Guaranteed
Obligations, and all other amounts payable by Genlyte Group or any other
Borrower or Guarantor under the Credit Documents or any other agreement or
instrument evidencing or relating to any of the Guaranteed Obligations, shall
have been paid in full and all Letters of Credit have been terminated or have
expired. If at any time any payment of any of the Guaranteed Obligations of any
other Borrower or Guarantor in respect of any Guaranteed Obligations is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of such other Borrower or Guarantor, Genlyte Group’s
obligations under this section with respect to such payment shall be
reinstated at such time as though such payment had been due but not made at
such time.


 


14.5.                     Waiver of
Acceptance, etc.  Genlyte Group
irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against any other Borrower, Guarantor or any
other Person, or against any collateral or guaranty of any other Person.


 


14.6.                     Subrogation.  Until the indefeasible payment in full of all
of the Obligations and any other Guaranteed Obligations and the termination of
the Commitments of the Lenders hereunder, and the termination or expiration of
any Letters of Credit, Genlyte Group shall have no rights, by operation of law
or otherwise, upon making any payment under this section to be subrogated
to the rights of the payee against any other Borrower or Guarantor with respect
to 


 


123





















 


such payment or otherwise to be reimbursed, indemnified or exonerated
by any other Borrower or Guarantor in respect thereof.


 


14.7.                     Effect of
Stay.  In the event that acceleration
of the time for payment of any amount payable by any other Borrower or
Guarantor under any Guaranteed Obligation is stayed upon insolvency, bankruptcy
or reorganization of such other Borrower or Guarantor, all such amounts
otherwise subject to acceleration under the terms of any applicable agreement
or instrument evidencing or relating to any Guaranteed Obligation shall
nonetheless be payable by Genlyte Group under this section forthwith on
demand by the Administrative Agents.


 


SECTION 15.                     MISCELLANEOUS.


 


15.1.                     Payment of
Expenses etc.  (a) Whether or
not the transactions contemplated hereby are consummated, the Borrowers agree
to pay (or reimburse the Administrative Agents and the Co-Lead Arrangers for)
all reasonable out-of-pocket costs and expenses of the Administrative Agents
and the Co-Lead Arrangers in connection with the negotiation, preparation,
execution and delivery of the Credit Documents and the documents and
instruments referred to therein, including, without limitation, the reasonable
fees and disbursements of Squire, Sanders & Dempsey L.L.P. and any
other special counsel to the Administrative Agents.


 


(b)                                 The Borrowers agree to
pay (or reimburse the Administrative Agents and the Co-Lead Arrangers for) all
reasonable out-of-pocket costs and expenses of the Administrative Agents and
the Co-Lead Arrangers in connection with any amendment, waiver or consent
relating to any of the Credit Documents which is requested by the Borrowers,
including, without limitation, the reasonable fees and disbursements of Squire,
Sanders & Dempsey L.L.P. and any other special counsel to the
Administrative Agents.


 


(c)                                  The Borrowers agree
to pay (or reimburse the Administrative Agents, the Lenders and their
Affiliates for) all reasonable out-of-pocket costs and expenses of the
Administrative Agents and, upon and during the continuance of a Default or an
Event of Default, the Lenders, in each case in connection with the enforcement
against the Borrowers of any of the Credit Documents or the other documents and
instruments referred to therein, including, without limitation, (i) the
reasonable fees and disbursements of Squire, Sanders & Dempsey L.L.P.
and any other special counsel to the Administrative Agents, and (ii) the
reasonable fees and disbursements of any individual counsel to any Lender
(including allocated costs of internal counsel).


 


(d)                                 The Borrowers agree to
pay and hold the Administrative Agents and each of the Lenders harmless from
and against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save the Administrative Agents and each of
the Lenders harmless from and against any and all liabilities with respect to
or resulting from any delay or omission (other than to the extent attributable
to any such indemnified person) to pay such taxes.


 


(e)                                  The Borrowers agree
to indemnify each Administrative Agent, each Co-Lead Arranger, each
Co-Documentation Agent, each Lender, and their respective officers, directors, 


 


124





















 


trustees, employees, representatives, agents and Affiliates, and the
successors and assigns of any of the foregoing (collectively, the “Indemnities”) from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses reasonably incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of


 


(i)                                     any
investigation, litigation or other proceeding (whether or not either
Administrative Agent, either Co-Lead Arranger, either Co-Documentation Agent or
any Lender is a party thereto) related to the entering into and/or performance
of any Credit Document or the use of the proceeds of any Loans hereunder or the
consummation of any transactions contemplated in any Credit Document, other
than any such investigation, litigation or proceeding arising out of
transactions solely between any of the Lenders, either of the Co-Lead
Arrangers, either of the Co-Documentation Agents or either of the
Administrative Agents, transactions solely involving the assignment by a Lender
of all or a portion of its Loans and Commitments, or the granting of
participations therein, as provided in this Agreement, or arising solely out of
any examination of a Lender by any regulatory or other governmental authority
having jurisdiction over it, or


 


(ii)                                  the
actual or alleged presence of Hazardous Materials in the air, surface water or
groundwater or on the surface or subsurface of any Real Property owned, leased
or at any time operated by the Borrowers or any of their past or then current
Subsidiaries or Affiliates or any of their predecessors in interest, the release,
generation, storage, transportation, handling or disposal of Hazardous
Materials at any location, whether or not owned or operated by the Borrowers or
any of their past or current Subsidiaries or any of their respective Affiliates
or any of their predecessors in interest, if the Borrowers or any such
Subsidiary or Affiliate could have or is alleged to have any responsibility in
respect thereof, the non-compliance of any such Real Property with foreign,
federal, state and local laws, regulations and ordinances (including applicable
permits thereunder) applicable thereto, or any Environmental Claim asserted
against the Borrowers or any of their Subsidiaries or any of their respective
Affiliates, in respect of any such Real Property,


 


including, in each case, without limitation, the reasonable documented
fees and disbursements of counsel incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
the gross negligence or willful misconduct of the person to be indemnified or
of any other indemnitee who is such person or an Affiliate of such person). To
the extent that the undertaking to indemnify, pay or hold harmless any person
set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrowers shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.


 


15.2.                     Right of
Setoff.  In addition to any rights
now or hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of an Event of Default, each Lender and each of its Affiliates is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Borrowers or to any other person,
any such notice being hereby 


 


125





















 


expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by such Lender or Affiliate (including, without limitation, by branches
and agencies of such Lender or Affiliate wherever located) to or for the credit
or the account of the Borrowers against and on account of the Obligations and
liabilities of the Borrowers to such Lender under this Agreement or under any
of the other Credit Documents or Specified Hedge Agreements, including, without
limitation, all interests in Obligations of the Borrowers purchased by such
Lender pursuant to section 15.4(c), and all other claims of any
nature or description arising out of or connected with this Agreement or any
other Credit Document or Specified Hedge Agreement, irrespective of whether or
not such Lender shall have made any demand hereunder and although said
Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.


 


15.3.                     Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, facsimile transmission, e-mail
transmission or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to the Borrowers, at 10350 Ormsby Park
Place, Suite 601, Louisville, Kentucky 40223 (telecopy, 502.420.9540),
Attention: Treasurer (the Borrowers acknowledge and agree that any notice to
the Borrowers provided for or required herein shall be sufficient as notice to
all of the Borrowers if sent to the foregoing address); if to any Lender at its
address specified for such Lender in Annex I hereto; if to the Domestic
Administrative Agent or the Canadian Administrative, at its Notice Office; or
at such other address as shall be designated by any party in a written notice
to the other parties hereto. All such notices and communications shall be
mailed, telegraphed, telexed, telecopied, transmitted or cabled or sent by
overnight courier, and shall be effective when received.


 


15.4.                     Benefit of
Agreement.  (a) Successors
and Assigns Generally.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns, provided that the Borrowers may not
assign or transfer any of their rights or obligations hereunder without the
prior written consent of all the Lenders (other than any Defaulting Lender),
and, provided, further, that any assignment
by a Lender of its rights and obligations hereunder shall be effected in
accordance with section 15.4(c).


 


(b)                                  Participations.  Notwithstanding the foregoing, with the prior
written consent of Genlyte Group (unless a Default or an Event of Default exists,
in which case no consent of Genlyte Group shall be required, unless following
such participation permitted under this section 15.4(b), a Borrower
would incur additional costs, withholding obligations or other reimbursement
obligations under section 2.10 that are not then being paid or
performed in respect of the participating Lender and such Borrower has not
otherwise exercised its right to replace such participant under section 7.4(b),
in which case Genlyte Group will have a right to consent to such participation
in accordance with this paragraph) and the Administrative Agents (which
consents shall not be unreasonably withheld) each Lender may at any time grant
participations in any of its rights hereunder or under any of the Notes to any
person, provided,
however,
a reasonable basis to withhold such consent includes any increased costs to a
Borrower under section 2.10 or otherwise from those being charged
by the respective granting Lender prior to granting such participation, and provided  further that in the
case of any such participation,


 


126





















 


(i)                                     the
participant shall not have any rights under this Agreement or any of the other
Credit Documents, including rights of consent, approval or waiver (the participant’s
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the participant
relating thereto),


 


(ii)                                  such
Lender’s obligations under this Agreement (including, without limitation, its
Commitment hereunder) shall remain unchanged,


 


(iii)                               such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,


 


(iv)                              such
Lender shall remain the holder of any Note for all purposes of this Agreement,
and


 


(v)                                 the
Borrowers, the Administrative Agents, and the other Lenders shall continue to
deal solely and directly with the selling Lender in connection with such Lender’s
rights and obligations under this Agreement, and all amounts payable by the
Borrowers hereunder shall be determined as if such Lender had not sold such
participation, except that the participant shall be entitled to the benefits of
sections 2.10 and 2.11  of
this Agreement to the extent that such Lender would be entitled to such
benefits if the participation had not been entered into or sold,


 


and, provided further, that no
Lender shall transfer, grant or sell any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (x) extend any interim or final date on or by which any Loan in
which such participant is participating may be incurred, or on which any such
Loan or Unpaid Drawing is scheduled to be repaid, prepaid or mature, extend the
expiration date of any Letter of Credit in which such participant is
participating beyond the Maturity Date, or extend any interim or final date on
which any Commitment in which such participant is participating is scheduled to
expire or terminate, or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof, or increase such participant’s participating interest
in any Commitment over the amount thereof then in effect (it being understood
that a waiver of any Default or Event of Default shall not constitute a change
in the terms of any such Commitment), or release of all or a substantial
portion of the collateral pledged under any of the Pledge Agreements or release
of a Borrower from any obligations hereunder or any Guarantor from its
Guaranty, or (y) consent to the assignment or transfer by a Borrower of any of
its rights and obligations under this Agreement.


 


(c)                                  Assignments
by Lenders.  Notwithstanding the
foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or
Commitment, and its rights and obligations hereunder, to another Lender that is
not a Defaulting Lender, or to an Affiliate of any Lender (including itself)
which is not a Defaulting Lender and which is a commercial bank, financial
institution or other “accredited investor” (as defined in SEC Regulation D),
and (y) any Lender 


 


127





















 


may assign all, or if less than all, a fixed portion, equal to at least
$2,000,000 (with respect to Domestic Revolving Loans or Domestic Revolving
Commitments) or CDN$2,000,000 (with respect to Canadian Revolving Loans or
Canadian Revolving Commitments), as the case may be, in the aggregate for the
assigning Lender or assigning Lenders, of its Loans and/or Commitment and its
rights and obligations hereunder, to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment and Assumption Agreement, provided
that


 


(i)                                     in
the case of any assignment of a portion of (1) any Domestic Revolving
Loans and/or Domestic Revolving Commitment of a Domestic Facility Lender, such
Lender shall retain a minimum fixed portion of all Domestic Revolving Loans and
Domestic Revolving Commitments equal to at least $2,000,000 and (2) any
Canadian Revolving Loans and/or Canadian Revolving Commitment of a Canadian
Facility Lender, such Lender shall retain a minimum fixed portion of all
Canadian Revolving Loans and Canadian Revolving Commitments equal to at least
CDN$2,000,000,


 


(ii)                                  the
Swing Line Lender may only assign its Swing Line Revolving Commitment and its
Swing Line Revolving Loans as an entirety and only if the assignee thereof is
or becomes a Domestic Facility Lender,


 


(iii)                               at
the time of any such assignment the Lender Register shall be deemed modified to
reflect the Commitments of such new Lender and of the existing Lenders,


 


(iv)                              upon
surrender of the old Notes, new Notes will be issued to such new Lender and to
the assigning Lender, such new Notes to be in conformity with the requirements
of section 2.5 (with appropriate modifications) to the extent
needed to reflect the revised Commitments,


 


(v)                                 in
the case of clause (y) only, the consent of the Administrative Agents and
Genlyte Group shall be required in connection with any such assignment (which
consent shall not be unreasonably withheld or delayed; provided, however, a reasonable
basis to withhold such consent includes any increased costs, withholdings or
financial burden to a Borrower under any one or more of section 2.10,
section 3.5, section 4.5 and section 7.4(a) or
otherwise from those being charged by the respective assigning Lender prior to
such assignment; and provided
further, however,
that no such consent of Genlyte Group shall be required if any Default under section 12.1(a) or
an Event of Default shall have occurred and be continuing), unless following
such transfer to an Eligible Transferee permitted under this section 15.4(c),
a Borrower would incur additional costs, withholding obligations or other
reimbursement obligations under any one or more of section 2.10, section 3.5,
section 4.5 and section 7.4(a) that are not then
being paid or performed in respect of the transferring Lender and such Borrower
has not otherwise exercised its right to replace such Eligible Transferee under
section 7.4(b), in which case Genlyte Group will have a right to
consent to such transfer in accordance with this paragraph,


 


128





















 


(vi)                              in
the case of an assignment by a Canadian Facility Lender, the assignee is not a
non-resident of Canada, as defined by the Income Tax Act (Canada), and


 


(vii)                           the
Domestic Administrative Agent shall receive at the time of each such
assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500,


 


and, provided further, that such
transfer or assignment will not be effective until the Assignment and
Assumption Agreement in respect thereof is recorded by the Administrative
Agents on the Lender Register maintained by it as provided herein.


 


To the extent of any assignment pursuant to
this section 15.4(c) the assigning Lender shall be relieved of
its obligations hereunder with respect to its assigned Commitments.


 


At the time of each assignment pursuant to
this section 15.4(c) to a person which is not already a Lender
hereunder and which is not a United States person (as such term is defined in section 7701(a)(30)
of the Code) for Federal income tax purposes, the respective assignee Lender
shall provide to the Borrowers and the Administrative Agents the appropriate
Internal Revenue Service Forms.  To the
extent that an assignment of all or any portion of a Lender’s Commitment and
related outstanding Obligations pursuant to this section 15.4(c) would,
at the time of such assignment, result in increased costs under any one or more
of section 2.10, section 3.5, section 4.5
and section 7.4(a) from those being charged by the respective
assigning Lender prior to such assignment, then the Borrowers shall not be
obligated to pay such increased costs (although the Borrowers shall be
obligated to pay any other increased costs of the type referred to above in
this sentence resulting from changes after the date of the respective
assignment).


 


Nothing in this section 15.4(c) shall
prevent or prohibit (i) any Lender which is a bank, trust company or other
financial institution from pledging its Notes or Loans to a Federal Reserve
Bank in support of borrowings made by such Lender from such Federal Reserve
Bank, or (ii) any Lender which is a trust, limited liability company,
partnership or other investment company from pledging its Notes or Loans to a
trustee or agent for the benefit of holders of certificates or debt securities
issued by it.  No such pledge, or any
assignment pursuant to or in lieu of an enforcement of such a pledge, shall
relieve the transferor Lender from its obligations hereunder.


 


(d)                                  No
SEC Registration or Blue Sky Compliance. 
Notwithstanding any other provisions of this section 15.4,
no transfer or assignment of the interests or obligations of any Lender
hereunder or any grant of participation therein shall be permitted if such
transfer, assignment or grant would require the Borrowers to file a
registration statement with the SEC or to qualify the Loans under the “Blue Sky”
laws of any State.


 


(e)                                  Representations
of Lenders.  Each Lender initially
party to this Agreement hereby represents, and each person that becomes a
Lender pursuant to an assignment permitted by this section 15.4
will, upon its becoming party to this Agreement, represent that it is a
commercial lender, other financial institution or other “accredited investor”
(as defined in SEC Regulation D) which makes or acquires loans in the ordinary
course of its business and that it 


 


129





















 


will make or acquire Loans for its own account in the ordinary course
of such business, provided that subject to the
preceding sections 15.4(b) and (c), the disposition of any
promissory notes or other evidences of or interests in Indebtedness held by
such Lender shall at all times be within its exclusive control.


 


15.5.                     No Waiver:
Remedies Cumulative.  No failure or
delay on the part of either Administrative Agent or any Lender in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between a Borrower or the Borrowers and either
Administrative Agent or any Lender shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
under any other Credit Document preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder or
thereunder.  The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which either Administrative Agent or any Lender would otherwise
have.  No notice to or demand on a
Borrower in any case shall entitle the Borrowers to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the
rights of either Administrative Agent or any Lender to any other or further
action in any circumstances without notice or demand.


 


15.6.                     Payments Pro
Rata.  (a) Each Administrative
Agent agrees that promptly after its receipt of each payment from or on behalf
of the Borrowers or other Credit Parties in respect of any Obligations, it
shall distribute such payment to the Lenders (other than any Lender that has
expressly waived in writing its right to receive its pro
rata share thereof) pro rata
based upon their respective shares, if any, of the Class of Loans or other
Obligations with respect to which such payment was received. As to any such
payment received by the Administrative Agents prior to 1:00 P.M. (local
time at its Payment Office) in funds which are immediately available on such
day, the Administrative Agents will use all reasonable efforts to distribute
such payment in immediately available funds on the same day to the Lenders as
aforesaid.


 


(b)                                 Each of the Lenders
agrees that, if it should receive any amount hereunder (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff
or banker’s lien, by counterclaim or cross action, by the enforcement of any
right under the Credit Documents, or otherwise) which is applicable to the
payment of the principal of, or interest on, the Loans or Fees, of a sum which
with respect to the related sum or sums received by other Lenders is in a
greater proportion than the total of such Obligation then owed and due to such
Lender bears to the total of such Obligation then owed and due to all of the
Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations to such Lenders in such amount as shall
result in a proportional participation by all of the Lenders in such amount, provided that if all or any portion
of such excess amount is thereafter recovered from such Lender, such purchase
shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.


 


(c)                                  Notwithstanding
anything to the contrary contained herein, the provisions of the preceding sections
15.6(a) and (b) shall be subject to the express provisions
of this Agreement which require, or permit, differing payments to be made to
Lenders which are not Defaulting Lenders, as opposed to Defaulting Lenders.


 


130





















 


15.7.                     Calculations:
Computations.  (a) The financial
statements to be furnished to the Lenders pursuant hereto shall be made and
prepared in accordance with GAAP consistently applied throughout the periods
involved (except as set forth in the notes thereto or as otherwise disclosed in
writing by the Borrowers to the Lenders); provided,
that if at any time the computations determining compliance with section 11
utilize accounting principles different from those utilized in the financial
statements furnished to the Lenders, such computations shall set forth in
reasonable detail a description of the differences and the effect upon such
computations.


 


(b)                                 All computations of
interest on Eurodollar Loans and CDOR Loans hereunder shall be made on the
actual number of days elapsed over a year of 360 days, and all computations of
Facility Fees and other fees and interest on Domestic Prime Rate Loans and
Canadian Prime Rate Loans hereunder shall be made on the actual number of days
elapsed over a year of 365 or 366 days, as the case may be.  For the purposes of the Interest Act (Canada)
and disclosure thereunder, whenever interest or any fee to be paid hereunder or
in connection herewith is to be calculated on the basis of any period of time
that is less than a calendar year, the yearly rate of interest to which the
rate determined pursuant to such calculation is equivalent is the rate so
determined 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 such
period of time.  The rates of interest
under this Agreement are nominal rates, and not effective rates or yields.  The principal of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement.


 


15.8.                     Governing
Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.  (a) THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF OHIO. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW
OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR ANY
OF THE OTHER CREDIT DOCUMENTS. 
Any legal action or proceeding with respect to this Agreement or any
other Credit Document may be brought in the Courts of the State of Ohio, or of
the United States for the Northern District of Ohio, and, by execution and
delivery of this Agreement, the Borrowers hereby irrevocably accept for
themselves and in respect of their property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The Borrowers hereby further irrevocably
consent to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to the Borrowers at the address for notices
pursuant to section 15.3, such service to become effective 30 days
after such mailing or at such earlier time as may be provided under applicable
law.  Nothing herein shall affect the
right of any party hereto to serve process in any other manner permitted by law
or to commence legal proceedings or otherwise proceed against another party
hereto in any other jurisdiction to the extent otherwise permitted by law.


 


131





















 


(b)                                 The Borrowers hereby
irrevocably waive any objection which they may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of
or in connection with this Agreement or any other Credit Document brought in
the courts referred to in section 15.8(a) above and hereby
further irrevocably waive and agree not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought
in an inconvenient forum.


 


(c)                                  EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF
THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY HERETO HEREBY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
PARAGRAPH.


 


15.9.                     Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same agreement.  A set of counterparts executed by all the
parties hereto shall be lodged with the Borrowers and each Administrative
Agent.


 


15.10.              Effectiveness; Integration.  This Agreement shall become effective on the
date (the “Effective Date”) on which the
Borrowers and each of the Lenders shall have signed a copy hereof (whether the
same or different copies) and shall have delivered the same to the
Administrative Agents at the applicable Notice Office of the Administrative
Agents or, in the case of the Lenders, shall have given to the Administrative
Agents telephonic (confirmed in writing), written telex or facsimile
transmission notice (actually received) at such office that the same has been
signed and mailed or sent by overnight courier to it. This Agreement, the other
Credit Documents and any separate letter agreements with respect to fees
payable to the Administrative Agents or the Co-Lead Arrangers, for their own
account and benefit and/or for the account, benefit of, and distribution to,
the Lenders, constitute the entire contract among the parties relating to the
subject matter hereof and thereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof or
thereof.


 


15.11.              Headings
Descriptive.  The headings of the
several sections and other portions of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


 


132





















 


15.12.              Amendment or Waiver.  Except as otherwise expressly provided in
this Agreement, neither this Agreement nor any terms hereof or thereof may be
amended, waived or otherwise modified unless such
amendment, waiver or other modification is in writing and signed by the
Borrowers and:


 


(1)                                  with respect to any
such amendment, waiver or other modification that (A) affects a right,
privilege, remedy or other interest of the Canadian Facility Lenders only and (B) does
not in any respect limit, impair or otherwise adversely affect any right,
privilege, remedy or other interest of any one or more of the Domestic Facility
Lenders, by the Required Canadian Facility Lenders,


 


(2)                                  with respect to any
such amendment, waiver or other modification that (A) affects a right,
privilege, remedy or other interest of the Domestic Facility Lenders only and (B) does
not in any respect limit, impair or otherwise adversely affect any right,
privilege, remedy or other interest of any one or more of the Canadian Facility
Lenders, by the Required Domestic Facility Lenders, and


 


(3)                                  otherwise, by the
Required Lenders;


 


provided, however,
that, notwithstanding the provisions of clauses (1), (2), and (3), immediately
preceding, no such amendment, waiver or other modification shall, without the
consent of each Lender (other than a Defaulting Lender) affected thereby,


 


(a)                                  extend
the Maturity Date or any other date on which any Loan principal is due or
extend any date on or by which any Loan to be made by such Lender may be
incurred or any Letter of Credit may be issued, or extend any date on or by
which any reimbursement or Unpaid Drawing is scheduled to be repaid, or extend
the expiration date of any Letter of Credit beyond the Maturity Date, or extend
any date on which any Commitment of such Lender is scheduled to expire or
terminate, or reduce the rate or extend the time of payment of any interest or
Fees thereon (except in connection with a waiver of the applicability of any
post-default increase in interest rates), or reduce the principal amount of any
Loan or Unpaid Drawing, or increase any Commitment of such Lender over the
amount thereof then in effect, or release all or a substantial portion of the
collateral pledged under any of the Pledge Agreements, or release a Borrower
from its obligations hereunder or under any Guaranty or any Guarantor from its
Guaranty,


 


(b)                                 amend,
modify or waive any provision of this section 15.12, or section 12.3,
13.7, 15.1, 15.4, 15.6 or 15.7(b), or any
other provision of any of the Credit Documents pursuant to which the consent or
approval of all Lenders is by the terms of such provision explicitly required,


 


(c)                                  reduce
the percentage specified in, or otherwise modify, the definition of Required Canadian
Facility Lenders, Required Domestic Facility Lenders, or Required Lenders, or


 


133





















 


(d)                                 consent
to the assignment or transfer by a Borrower of any of its rights and
obligations under this Agreement.


 


No provision of section 13 may be amended without the
consent of the Administrative Agents.


 


15.13.              Survival.  All indemnities set forth herein including,
without limitation, in sections 2.10, 2.11, 7.4, 13.7,
15.1, 15.15 and 15.16, shall survive the execution and
delivery of this Agreement and the making, prepayment and repayment of Loans.


 


15.14.              Domicile of Loans.  Each Lender may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Lender, provided that the Borrowers
shall not be responsible for costs arising under any one or more of section 2.10,
section 3.5, section 4.5 and section 7.4(a) resulting
from any such transfer to the extent not otherwise applicable to such Lender
prior to such transfer.


 


15.15.              Judgment Currency.
(a) If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder or under any of the Notes in any currency (the “Original Currency”)
into another currency (the “Other Currency”), the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Domestic Administrative Agent (in the case where the Original Currency is U.S.
Dollars) or the Canadian Administrative Agent (in the case where the Original
Currency is Canadian Dollars) could purchase the Original Currency with the
Other Currency at the Payment Office of such Administrative Agent on the second
Business Day preceding that on which final judgment is given.


 


(b)                                 The obligation of a
Borrower in respect of any sum due in the Original Currency from it to any
Lender or either Administrative Agent hereunder shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or such Administrative Agent (as
the case may be) of any sum adjudged to be so due in such Other Currency, such
Lender or such Administrative Agent (as the case may be) may in accordance with
normal banking procedures purchase U.S. Dollars or Canadian Dollars, as
applicable, with such Other Currency; if the amount of the Original Currency so
purchased is less than the sum originally due to such Lender or such
Administrative Agent (as the case may be) in the Original Currency, the
Borrowers agree, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or such Administrative Agent (as the case
may be) against such loss, and if the amount of the Original Currency so
purchased exceeds the sum originally due to any Lender or such Administrative
Agent (as the case may be) in the Original Currency, such Lender or such
Administrative Agent (as the case may be) agrees to remit to the applicable
Borrower such excess.


 


15.16.              Lender Register.  The Borrowers hereby designate the
Administrative Agents to serve as their agents, solely for purposes of this section 15.16,
to retain a copy of each Assignment and Assumption Agreement delivered to and
accepted by it and to maintain a register (the “Lender
Register”) on or in which it will record the names and addresses
of the Lenders, and the Commitments from time to time of each of such Lenders
to the Borrowers, the Loans made to the Borrowers by each of such Lenders and
each repayment and prepayment in respect of the principal amount of such Loans
of each such Lender.  Failure to make any
such 


 


134





















 


recordation, or (absent manifest error) any error in such recordation,
shall not affect the Borrowers’ obligations in respect of such Loans.  With respect to any Lender, the transfer of
any Commitment of such Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitment shall not be effective until such
transfer is recorded on the Lender Register maintained by the Administrative
Agents with respect to ownership of such Commitment and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitment
and Loans shall remain owing to the transferor. 
The registration of assignment or transfer of all or part of any
Commitment and Loans shall be recorded by the Administrative Agents on the
Lender Register only upon the acceptance by the Administrative Agents of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
section 15.4(c).  The
Borrowers agree to indemnify each Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by such Administrative Agent in
performing its duties under this section 15.16.  The Lender Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice.


 


15.17.              General Limitation
of Liability.  No claim may be made
by the Borrowers, any Lender or either Administrative Agent or any other person
against the other Administrative Agent or any other Lender or the Affiliates,
directors, officers, employees, attorneys or agents of any of the
Administrative Agents or any other Lender, for any damages other than actual
compensatory damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any of the other Credit Documents, or any
act, omission or event occurring in connection therewith; and the Borrowers,
each Lender and each Administrative Agent hereby, to the fullest extent
permitted under applicable law, waives, releases and agrees not to sue or
counterclaim upon any such claim for any special, consequential or punitive
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.


 


15.18.              No Duty.  All attorneys, accountants, appraisers,
consultants and other professional persons (including the firms or other
entities on behalf of which any such person may act) retained by either
Administrative Agent or any Lender with respect to the transactions
contemplated by the Credit Documents shall have the right to act exclusively in
the interest of such Administrative Agent or such Lender, as the case may be,
and shall have no duty of disclosure, duty of loyalty, duty of care, or other
duty or obligation of any type or nature whatsoever to the Borrowers or to any
of their respective Subsidiaries or Affiliates, or to any other person, with
respect to any matters within the scope of such representation or related to
their activities in connection with such representation.  The Borrowers agree, on behalf of themselves
and on behalf of their Subsidiaries not to assert any claim or counterclaim
against any such persons with regard to such matters, all such claims and
counterclaims, now existing or hereafter arising, whether known or unknown,
foreseen or unforeseeable, being hereby waived, released and forever
discharged.


 


15.19.              Lenders and Agents
Not Fiduciary to Borrowers, etc.  The
relationship among the Borrowers and their respective Subsidiaries and
Affiliates, on the one hand, and the Administrative Agents and the Lenders, on
the other hand, is solely that of debtor and creditor, and the Administrative
Agents and the Lenders have no fiduciary or other special relationship 


 


135





















 


with the Borrowers and any of their respective Subsidiaries and
Affiliates, and no term or provision of any Credit Document, no course of
dealing, no written or oral communication, or other action, shall be construed
so as to deem such relationship to be other than that of debtor and creditor.


 


15.20.              Survival of
Representations and Warranties.  All
representations and warranties herein shall survive the making of Loans
hereunder, the execution and delivery of this Agreement, the Notes and any
other documents the forms of which are attached as Exhibits hereto and any
other Credit Documents, the issue and delivery of the Notes, any disposition
thereof by any holder thereof, and any investigation made by either
Administrative Agent or any Lender or any other holder of any of the Notes or
on its behalf.  All statements of any
Credit Party contained in any certificate or other document delivered to either
Administrative Agent or any Lender or any holder of any Notes by or on behalf
of the Borrowers or any of their respective Subsidiaries or Affiliates pursuant
hereto or otherwise specifically for use in connection with the transactions
contemplated hereby shall constitute representations and warranties by the
Borrowers hereunder, made as of the respective dates specified therein or, if
no date is specified, as of the respective dates furnished to either
Administrative Agent or any Lender.


 


15.21.              Independence of
Covenants.  All covenants hereunder shall be given
independent effect so that if a particular action, event, condition or
circumstance is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or would otherwise be within the limitations
or restrictions of, another covenant, shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or event, condition or
circumstance exists.


 


15.22.              Obligations of
Borrowers.  Except as otherwise provided in section 15.23,
all obligations, liabilities, covenants and agreements of the Borrowers in this
Agreement and any other Credit Document shall be joint and several, whether or
not expressly so stated, and the joint obligation of each Borrower shall be
unconditional and absolute and, without limiting the generality of the
foregoing, except in the case of payment in full of all Obligations, shall not
be released, discharged or otherwise affected by the occurrence, one or more
times, of any act or omission to act or delay of any kind by the other
Borrower, either Administrative Agent, any Lender or any other person or any
other circumstance whatsoever which might, but for the provisions of this
section, constitute a legal or equitable discharge of that Borrowers’
obligations under this Agreement and the other Credit Documents.  Any right exercisable, direction or notice
that may be given or request that may be made by the Borrowers under or in
respect of this Agreement or any other Credit Document may be exercised, given
or made by any other Borrower, and the other Borrower acknowledges and agrees
that in that case it shall be bound by the other Borrower.  In the event that any exercise of a right,
direction, notice or request made by a Borrower violates or in any manner
conflicts with or is inconsistent with that of the other Borrower, the
Administrative Agents and the Lenders will deem the exercise, direction, notice
or request of Genlyte Group as binding on the Borrowers and may ignore those of
any other Borrower.  Notwithstanding
anything to the contrary contained in this Section 15.22 or any other
provision of this Agreement or in any other Credit Document, with respect to
any Borrowings or other Obligations at any time of Lumec Holding, Genlyte
Intangible Inc., or any other Person 


 


136





















 


that
shall then be a shareholder of Lumec or a shareholder of Lumec’s parent legal
Person (within the meaning of Section 123.66 of the Companies Act
(Quebec)), Lumec shall only be liable, directly or indirectly, for the maximum
amount of such Borrowings or other Obligations for which it may be liable at
such time without contravening the provisions of Section 123.66 of the
Companies Act (Quebec).


 


15.23.              Separate Obligations of Foreign Borrowers
and Canadian Facility Guarantors.  For the avoidance of doubt, each of the
Borrowers, Administrative Agents and Lenders acknowledges and agrees that,
notwithstanding anything to the contrary in this Agreement or any of the Credit
Documents, (a) the Obligations of any Foreign Borrower under this
Agreement or any of the Credit Documents shall be separate and distinct from
the Obligations of any other Borrower (other than a Foreign Borrower of the
same country) and shall be expressly limited to the extent of such Obligations
directly attributable to such Foreign Borrower (or other Foreign Borrower of
the same country), and (b) the Obligations of any Canadian Facility
Guarantor under this Agreement or any of the Credit Documents shall be
expressly limited to the Obligations arising under or in connection with the
Canadian Revolving Facility.  In
furtherance of the foregoing, each of the parties acknowledges and agrees that
the liability of any Foreign Borrower for the payment and performance of its
covenants, representations and warranties set forth in this Agreement and the
other Credit Documents shall be several from but not joint with the Obligations
of any other Borrower (other than a Foreign Borrower of the same country).


 


15.24.  Patriot Act Notice.  Each Lender and the Domestic Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrowers that, pursuant to the requirements of USA Patriot Act and the
regulations thereunder (the “Patriot Act”), it is required to obtain, verify
and record information that identifies each Borrower, which information
includes the name and address of such Borrower and other information that will
allow such Lender or the Domestic Administrative Agent, as applicable, to
identify such Borrower in accordance with the Patriot Act.


 


 


[The balance of this page is
intentionally blank.]


 


137





















 


IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.


 


 


	
   

  	
   

  	
  THE GENLYTE GROUP INCORPORATED

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry
  K. Powers, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENLYTE THOMAS GROUP LLC

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry
  K. Powers, President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENLYTE HOLDINGS INC.

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry
  K. Powers, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENLYTE LIGHTING CORPORATION

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry
  K. Powers, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENLYTE CLP NOVA SCOTIA ULC

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry K. Powers, Director
  & President

  



 


 


[Signatures continue on the
following page.]


 


138





















 


	
   

  	
   

  	
  GENLYTE CGP NOVA SCOTIA ULC

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/
  Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry K. Powers, Director &
  President

  



 


	
   

  	
   

  	
  CANLYTE INC.

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William G. Ferko

  	
   

  
	
   

  	
   

  	
  William G.
  Ferko, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LUMEC INC.

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry K. Powers

  	
   

  
	
   

  	
   

  	
  Larry K.
  Powers, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LUMEC HOLDING CORP.

  
	
   

  	
   

  	
  as a
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ LeVerda
  Wallace

  	
   

  
	
   

  	
   

  	
  LeVerda Wallace,
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL CITY

  
	
   

  	
   

  	
  BANK OF KENTUCKY,

  
	
   

  	
   

  	
  as a Lender, a Letter of Credit Issuer, the
  Swing Line 

  Lender, a Co-Lead Arranger and the Domestic 

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Deroy
  Scott

  	
   

  
	
   

  	
   

  	
  Name/Title: Deroy Scott, Senior Vice
  President

  
						



 


 


[Signatures continue on the
following page.]


 


139





















 


	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  TORONTO BRANCH, as a Lender, a Letter of 

  Credit Issuer and the Canadian Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
    /s/ Joseph Brenner

  	
   

  
	
   

  	
   

  	
  Name/Title:
  Joseph Brenner, Sr. Vice President

  



 


	
   

  	
   

  	
  J.P. MORGAN SECURITIESINC.

  
	
   

  	
   

  	
  as a Co-Lead
  Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Frances C. Henkel

  	
   

  
	
   

  	
   

  	
  Name/Title:
  Frances C. Henkel, Managing Director

  



 


 


[Signatures continue on the
following page.]


 


140





















 


	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
  as a Lender
  and a Letter of Credit Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Joseph Brenner

  	
   

  
	
   

  	
   

  	
  Name/Title: Joseph Brenner, Sr. Vice
  President

  



 


 


[Signatures continue on the
following page.]


 


141





















 


	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
  as a Lender, a Letter of Credit Issuer and
  a Co-

  Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Brian
  Sallee

  	
   

  
	
   

  	
   

  	
   

  	
  Name/Title: Brian Sallee, Vice President

  



 


 


[Signatures continue on the
following page.]


 


142





















 


	
   

  	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  	
  as a Lender
  and a Co-Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Anson Lewis

  	
   

  
	
   

  	
   

  	
  Name/Title: Anson Lewis, Vice President

  



 


 


[Signatures continue on the
following page.]


 


143





















 


	
   

  	
   

  	
  NATIONAL CITY 

  
	
   

  	
   

  	
  BANK, CANADA
  BRANCH

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ O.M.
  Stode     /s/ G. W. Hines

  	
   

  
	
   

  	
   

  	
  Name/Title: O. M. Stode, Vice President

  
	
   

  	
   

  	
  G.W. Hines
  Sr. Vice President

  



 


 


[Signatures continue on the
following page.]


 


144





















 


	
   

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Chester A. Misbach, Jr.

  	
   

  
	
   

  	
  Name/Title: Chester A. Misbach, Jr.,
  Senior Vice President

  
					



 


 


[Signatures continue on the
following page.]


 


145





















 


	
   

  	
   

  	
  FIFTH THIRD BANK, KENTUCKY, INC.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeff
  Goodwin

  	
   

  
	
   

  	
   

  	
  Name/Title: Jeff Goodwin, Vice President

  



 


 


[Signatures continue on the following page.]


 


146





















 


	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kenneth R. McDonnell

  	
   

  
	
   

  	
   

  	
  Name/Title: Kenneth R. McDonnell, Vice
  President

  



 


 


[Signatures continue on the
following page.]


 


147





















 


	
   

  	
   

  	
  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John L. Perry

  	
   

  
	
   

  	
   

  	
  Name/Title: Johnny L. Perry, Senior Vice
  President

  



 


 


[Signatures continue on the
following page.]


 


148





















 


	
   

  	
   

  	
  THE TORONTO DOMINION BANK

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sylvain
  Perras    /s/ Spiro Theopoulos

  	
   

  
	
   

  	
   

  	
  Name/Title: Sylvain Perras, Account Manager

  
	
   

  	
   

  	
  Spiro Theopoulos,
  Associate

  



 


 


[Signatures continue on the
following page.]


 


149





















 


	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ David A. Rink

  	
   

  
	
   

  	
   

  	
  Name/Title: David A. Rink, Vice President

  



 


 


[Signatures continue on the
following page.]


 


150





















 


	
   

  	
   

  	
  OLD NATIONAL BANK

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Darren
  McCauley

  	
   

  
	
   

  	
   

  	
  Name/Title: Darren McCauley, Sr. Vice
  President

  



 


 


[Signatures continue on the
following page.]


 


151





















 


	
   

  	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bryan
  Hulker

  	
   

  
	
   

  	
   

  	
  Name/Title: Bryan Hulker, Vice President

  



 


152