Promissory Note, Dated October 11, 2002

20,000,000.00 Atlanta, Georgia
October 11, 2002


FOR VALUE RECEIVED ACUITY BRANDS, INC., ACUITY LIGHTING GROUP, INC. and ACUITY SPECIALTY PRODUCTS GROUP, INC., Delaware corporations, as makers, having their principal place of business at 1170 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309 (collectively "Borrower"), hereby, jointly and severally, unconditionally promise to pay to the order of REGIONS BANK, an Alabama banking corporation, as payee, having an address at 400 Embassy Row, Suite 210, 6600 Peachtree Dunwoody Road, Atlanta, Georgia 30328 ("Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate (defined below) in accordance with the terms of this Note.


ARTICLE 1: DEFINITIONS RELATING TO INDEX


As used in this Note, the following capitalized terms will have the meanings indicated:


(a) "Business Day" means a day on which the office of the Lender at which payments under this Note are to be made is open for business.


(b) "Interest Period" means, with respect to the initial Interest Period hereunder, the period commencing on the date of this Note and, with respect to any subsequent Interest Period hereunder, the period commencing on the last day of the immediately preceding Interest Period, and in any case ending on the date numerically corresponding to the date of the Note in the first month thereafter; provided that any Interest Period which begins on a day of a calendar month for which there is no numerically corresponding day in the appropriate subsequent calendar month shall end on the last day of the appropriate subsequent calendar month.


(c) "LIBOR Business Day" means a day on which the office of the Lender at which payments under this Note are to be made is open for business and on which dealings in U.S. dollar deposits are carried out in the London interbank market.


(d) "London Interbank Offered Rate" means, with respect to any Interest Period, that rate for deposits in U.S. dollars for a period comparable to the term of such Interest Period which appears on Telerate Page 3750 as of 11:00 a.m., London, England time on the date (the "Pricing Date") that is two LIBOR Business Days preceding the first day of such Interest Period, as such rate is published on the Business Day next following the Pricing Date in the Money Market Section of The Wall Street Journal. If such rate cannot be so determined for any reason, Lender will request the principal London office of at least two banks to provide a quotation of its rate for deposits in


U.S. dollars for a period comparable to the applicable Interest Period and the rate for such Interest Period will be the arithmetic mean of such quotations.


(e) "Payment Date" means the last day of each Interest Period, provided that if such day falls on a day which is not a Business Day, the Payment Date shall be the next succeeding Business Day.


ARTICLE 2: PAYMENT TERMS


Borrower agrees to make payments under this Note in installments as follows:


During the term of this Note, which is defined as that period running from the date of this Note through and including September 30, 2005, Borrower shall make principal and interest payments on a quarterly basis on the last day of each calendar quarter (a "Payment Date"), with the first such payment being due on December 31, 2002, with payments continuing thereafter on the last day of each successive calendar quarter, except for the final payment which shall be a balloon payment of all unpaid principal and any accrued interest and shall be due and payable in full on September 30, 2005 (the "Maturity Date"). The payments shall be computed in the manner set forth below.


Principal payments for each quarter shall be payable on the last day of each quarter and shall be in the amounts as set forth on Schedule "A" attached hereto and incorporated herein by reference.


The interest payment due at the end of each quarter shall be the sum of the interest that has accrued during each of the three (3) months during the quarter based on the Applicable Interest Rate (as defined below) in effect as of the first (1st) day of each month as applied against the principal balance of the loan for that month.


The interest payment amount for each quarter shall be calculated on the fifteenth (15th) day prior to the end of the quarter, and a statement setting forth the principal payment amount and the interest payment amount shall be sent to Borrower at least ten (10) days prior to the Payment Date.


Lender shall have the right in its sole discretion, on each anniversary date of this Note, to extend the term of this Note for an additional year, and as a part of such extension to provide for such changes in the loan terms and to charge such extension fee as Lender, at its sole discretion, shall determine. If Lender elects to extend the term as herein provided, and assuming that Borrower consents to all of the terms of the extension, the necessary modification and extension documents shall be prepared by Lender for execution by the parties hereto. All reasonable costs and expenses of Lender (including reasonable attorney's fees actually incurred) associated with the modification and extension of the term of the Note as herein set forth shall be paid by Borrower.


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ARTICLE 3: INTEREST


The interest rate on this Note (the "Applicable Interest Rate") shall be as follows:


The Applicable Interest Rate during the Term hereof shall be the London Interbank Offered Rate ("LIBOR") (as defined in Article 1) for one (1) month contracts as of the first (1st) day of each month, PLUS one hundred fifty (150) basis points. Such Applicable Interest Rate shall remain in effect through the last day of the month, at which time it will be subject to adjustment for the next succeeding month in the manner set forth above.


The initial Applicable Interest Rate for this Note, which is the rate for the period from the date of this Note through October 31, 2002, shall be 3.30%.


Interest on the principal balance of this Note shall be computed on the basis of a three hundred sixty (360) day year and paid for the actual number of days elapsed.


ARTICLE 4: DEFA ...