FACILITY
GUARANTORS
137
15.24. PATRIOT ACT NOTICE
137
v
ANNEX I
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INFORMATION AS TO LENDERS
ANNEX II
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INFORMATION AS TO SUBSIDIARIES
ANNEX III
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DESCRIPTION OF EXISTING INDEBTEDNESS
ANNEX IV
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DESCRIPTION OF EXISTING LIENS
ANNEX V
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DESCRIPTION OF EXISTING ADVANCES, LOANS, INVESTMENTS AND GUARANTEES
ANNEX VI
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TRANSACTION WITH AFFILIATES
EXHIBIT A-1
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FORM OF DOMESTIC REVOLVING NOTE
EXHIBIT A-2
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FORM OF SWING LINE REVOLVING NOTE
EXHIBIT A-3
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FORM OF CANADIAN REVOLVING NOTE
EXHIBIT B-1
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FORM OF NOTICE OF BORROWING
EXHIBIT B-2
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FORM OF NOTICE OF CONVERSION
EXHIBIT B-3
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DOMESTIC FACILITY LETTER OF CREDIT REQUEST
EXHIBIT B-4
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CANADIAN FACILITY LETTER OF CREDIT REQUEST
EXHIBIT C
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FORM OF CORPORATE CERTIFICATES
EXHIBIT D
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OPINIONS OF COUNSEL TO THE BORROWER
EXHIBIT E
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FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT F
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FORM OF STOCK PLEDGE AGREEMENT
EXHIBIT G-1
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FORM OF GUARANTY AGREEMENT FOR CANADIAN FACILITY GUARANTORS
EXHIBIT G-2
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FORM OF GUARANTY AGREEMENT FOR DOMESTIC FACILITY GUARANTORS
EXHIBIT H
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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