EXHIBIT 10.1
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
August 2, 2004
Among
THE GENLYTE GROUP INCORPORATED, GENLYTE THOMAS GROUP LLC,
GENLYTE HOLDINGS INC., GENLYTE LIGHTING CORPORATION,
GENLYTE CLP NOVA SCOTIA ULC and GENLYTE CGP NOVA SCOTIA ULC
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
BANK ONE, NA, CANADA BRANCH
as a Lender, a Letter of Credit Issuer and the
Canadian Administrative Agent
BANK ONE, 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
SECTION 1. DEFINITIONS AND TERMS
1.1. Certain Defined Terms
1.2. COMPUTATION OF TIME PERIODS
1.3. ACCOUNTING TERMS
1.4. TERMS GENERALLY
1.5. ADDITIONAL BORROWERS.
1.6. APPOINTMENT OF GENLYTE GROUP AS REPRESENTATIVE.
1.7. QUALIFIED RECEIVABLES TRANSACTION.
1.8. CURRENCY EQUIVALENTS; CANADIAN FACILITY AMOUNTS.
SECTION 2. AMOUNT AND TERMS OF LOANS
2.1. EXISTING LETTERS OF CREDIT; COMMITMENTS FOR LOANS
2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS
2.3. PROCEDURES FOR BORROWING
2.4. DISBURSEMENT OF FUNDS
2.5. REFUNDING OF, OR PARTICIPATION IN, SWING LINE REVOLVING LOANS
2.6. NOTES AND LOAN ACCOUNTS
2.7. CONVERSIONS OF DOMESTIC REVOLVING LOANS; CANADIAN REVOLVING LOANS AND
DOMESTIC TERM LOANS
2.8. INTEREST
2.9. SELECTION AND CONTINUATION OF INTEREST PERIODS
2.10. INCREASED COSTS, ILLEGALITY, ETC.
2.11. BREAKAGE COMPENSATION
2.12. SAME INDEBTEDNESS; OTHER REFERENCES
SECTION 3. DOMESTIC FACILITY LETTERS OF CREDIT
3.1. DOMESTIC FACILITY LETTERS OF CREDIT
3.2. DOMESTIC FACILITY LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE
3.3. AGREEMENT TO REPAY DOMESTIC FACILITY LETTER OF CREDIT DRAWINGS
3.4. DOMESTIC FACILITY LETTER OF CREDIT PARTICIPATIONS
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3.5. INCREASED COSTS
SECTION 4. CANADIAN FACILITY LETTERS OF CREDIT
4.1. CANADIAN FACILITY LETTERS OF CREDIT
4.2. CANADIAN FACILITY LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE
4.3. AGREEMENT TO REPAY CANADIAN FACILITY LETTER OF CREDIT DRAWINGS
4.4. CANADIAN FACILITY LETTER OF CREDIT PARTICIPATIONS
4.5. INCREASED COSTS
SECTION 5. FEES
5.1. FACILITY FEE
5.2. CLOSING, LETTER OF CREDIT AND OTHER FEES
5.3. COMPUTATIONS OF FEES
SECTION 6. REDUCTIONS AND TERMINATION OF COMMITMENTS
6.1. VOLUNTARY TERMINATION/REDUCTION OF COMMITMENTS
6.2. MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS, ETC.
SECTION 7. PAYMENTS
7.1. VOLUNTARY PREPAYMENTS
7.2. MANDATORY PREPAYMENTS
7.3. METHOD AND PLACE OF PAYMENT
7.4. NET PAYMENTS
SECTION 8. CONDITIONS PRECEDENT
8.1. CONDITIONS PRECEDENT AT CLOSING DATE
8.2. CONDITIONS PRECEDENT TO ALL LOANS
SECTION 9. REPRESENTATIONS AND WARRANTIES
9.1. CORPORATE STATUS, ETC.
9.2. SUBSIDIARIES
9.3. CORPORATE POWER AND AUTHORITY, ETC.
9.4. NO VIOLATION
9.5. GOVERNMENTAL APPROVALS
9.6. LITIGATION
9.7. USE OF PROCEEDS; MARGIN REGULATIONS
9.8. FINANCIAL STATEMENTS, ETC.
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9.9. NO MATERIAL ADVERSE CHANGE
9.10. TAX RETURNS AND PAYMENTS
9.11. TITLE TO PROPERTIES, ETC.
9.12. LAWFUL OPERATIONS, ETC.
9.13. ENVIRONMENTAL MATTERS
9.14. COMPLIANCE WITH ERISA AND CANADIAN BENEFIT PLANS
9.15. INTELLECTUAL PROPERTY, ETC.
9.16. INVESTMENT COMPANY
9.17. BURDENSOME CONTRACTS;