5-year Revolving Credit Agreement

Exhibit 10(i)A-(1)


5-YEAR REVOLVING CREDIT AGREEMENT

DATED AS OF APRIL 2, 2004

AMONG


ACUITY BRANDS, INC.,

THE SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTIES HERETO,


THE LENDERS FROM TIME TO TIME PARTIES HERETO,


BANK ONE, NA (MAIN OFFICE CHICAGO),

as Administrative Agent,

WACHOVIA BANK, N.A.

as Syndication Agent


and

LASALLE BANK NATIONAL ASSOCIATION and KEY BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents


BANC ONE CAPITAL MARKETS, INC.,

as Lead Arranger and Sole Book Runner


SIDLEY AUSTIN BROWN & WOOD LLP

Bank One Plaza

10 South Dearborn Street Chicago, Illinois 60603


TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS 1

1.1.

Certain Defined Terms 1

1.2.

References 19

1.3.

Supplemental Disclosure 19

ARTICLE II THE CREDITS 20

2.1.

Commitment 20

2.2.

Swing Line Loans 20

2.2.1. Amount of Swing Line Loans 20

2.2.2. Borrowing Notice 20

2.2.3. Making of Swing Line Loans 21

2.2.4. Repayment of Swing Line Loans 21

2.3.

Required Payments; Termination 22

2.3.1. Required Payments 22

2.3.2. Termination 22

2.4.

Revolving Loans 22

2.5.

Types of Advances 22

2.6.

Facility Fee; Utilization Fee; Reductions in Aggregate Commitment 22

2.6.1. Facility Fee 22

2.6.2. Utilization Fee 22

2.6.3. Reductions in Aggregate Commitment 23

2.7.

Minimum Amount of Each Advance 23

2.8.

Optional Principal Payments 23

2.9.

Method of Selecting Types and Interest Periods for New Advances 23

2.9.1. Method of Selecting Types and Interest Periods for New Advances 23

2.9.2. Method of Borrowing 24

2.10.

Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default 24

2.11.

Changes in Interest Rate, etc 25

2.12.

Rates Applicable After Default 25

2.13.

Method of Payment 25

2.14.

Noteless Agreement; Evidence of Indebtedness 26

2.15.

Telephonic Notices 26

2.16.

Interest Payment Dates; Interest and Fee Basis 27

2.17.

Notification of Advances, Interest Rates, Prepayments and Commitment Reductions 27

2.18.

Lending Installations 27

2.19.

Non-Receipt of Funds by the Administrative Agent 28

2.20.

Replacement of Lender 28

2.21.

Facility LCs 29

2.21.1. Issuance; Transitional Facility LCs 29

2.21.2. Participations 29

2.21.3. Notice 29


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2.21.4. LC Fees 30

2.21.5. Administration; Reimbursement by Lenders 30

2.21.6. Reimbursement by the Borrowers 30

2.21.7. Obligations Absolute 31

2.21.8. Actions of LC Issuers 32

2.21.9. Indemnification 32

2.21.10. Lenders' Indemnification 32

2.21.11. Facility LC Collateral Account 33

2.21.12. Rights as a Lender 33

2.22.

Subsidiary Borrowers 34

2.23.

Increase of Commitments 34

2.24.

Interest 36

ARTICLE III YIELD PROTECTION; TAXES 37

3.1.

Yield Protection 37

3.2.

Changes in Capital Adequacy Regulations 38

3.3.

Availability of Types of Advances 39

3.4.

Funding Indemnification 39

3.5.

Taxes 39

3.6.

Lender Statements; Survival of Indemnity 42

3.7.

Mitigation of Obligations 42

ARTICLE IV CONDITIONS PRECEDENT 42

4.1.

Initial Credit Extension 42

4.2.

Each Credit Extension 44

4.3.

Initial Advance to Each New Subsidiary Borrower 44

ARTICLE V REPRESENTATIONS AND WARRANTIES 45

5.1.

Existence and Standing 45

5.2.

Authorization and Validity 45

5.3.

No Conflict; Government Consent 45

5.4.

Financial Statements 46

5.5.

Material Adverse Change 46

5.6.

Taxes 46

5.7.

Litigation and Contingent Obligations 46

5.8.

Subsidiaries 47

5.9.

Accuracy of Information 47

5.10.

Regulation U 47

5.11.

Material Agreements 47

5.12.

Compliance With Laws 47

5.13.

Ownership of Properties 47

5.14.

ERISA; Foreign Pension Matters 48

5.15.

Plan Assets; Prohibited Transactions 48

5.16.

Environmental Matters 48

5.17.

Investment Company Act 48

5.18.

Public Utility Holding Company Act 49

5.19.

Insurance 49


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5.20.

Solvency 49

5.21.

Patriot Act 49

ARTICLE VI COVENANTS 49

6.1.

Reporting 49

6.2.

Use of Proceeds 51

6.3.

Notice of Default 51

6.4.

Conduct of Business 51

6.5.

Taxes 51

6.6.

Insurance 52

6.7.

Compliance with Laws; Maintenance of Plans 52

6.8.

Maintenance of Properties 52

6.9.

Inspection; Keeping of Books and Records 52

6.10.

Addition of Guarantors 52

6.11.

Subsidiary Indebtedness 53

6.12.

Consolidations and Mergers; Permitted Acquisitions 54

6.12.1. Consolidations and Mergers 54

6.12.2. Permitted Acquisitions 54

6.13.

Liens 55

6.14.

Transactions with Affiliates 56

6.15.

Financial Contracts 57

6.16.

ERISA 57

6.17.

Environmental Compliance 57

6.18.

Financial Covenants 57

6.18.1. Maximum Leverage Ratio 57

6.18.2. Minimum Interest Expense Coverage Ratio 58

ARTICLE VII DEFAULTS 58

7.1.

Breach of Representations or Warranties 58

7.2.

Failure to Make Payments When Due 58

7.3.

Breach of Covenants 58

7.4.

Other Breaches 58

7.5.

Default as to Other Indebtedness 59

7.6.

Voluntary Bankruptcy; Appointment of Receiver; Etc 59

7.7.

Involuntary Bankruptcy; Appointment of Receiver; Etc 60

7.8.

Judgments 60

7.9.

Unfunded Liabilities 60

7.10.

Other ERISA Liabilities 60

7.11.

Environmental Matters 60

7.12.

Change in Control 60

7.13.

Receivables Purchase Document Events 60

7.14.

Guarantor Revocation 61

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 61

8.1.

Acceleration 61

8.2.

Amendments 61

8.3.

Preservation of Rights 62


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ARTICLE IX JOINT AND SEVERAL OBLIGATIONS 63

9.1.

Joint and Several Liability 63

9.2.

Primary Obligation; Waiver of Marshalling 63

9.3.

Financial Condition of Borrowers 63

9.4.

Continuing Liability 63

9.5.

Additional Waivers 64

9.6.

Settlements or Releases 64

9.7.

No Election 64

9.8.

Joint Loan Account 64

9.9.

Apportionment of Proceeds of Loans 65

9.10.

The Administrative Agent, Lenders and LC Issuers Held Harmless 65

9.11.

Borrowers' Integrated Operations 65

ARTICLE X GENERAL PROVISIONS 65

10.1.

Survival of Representations 65

10.2.

Governmental Regulation 66

10.3.

Headings 66

10.4.

Entire Agreement 66

10.5.

Several Obligations; Benefits of this Agreement 66

10.6.

Expenses; Indemnification 66

10.7.

Numbers of Documents 67

10.8.

Accounting 67

10.9.

Severability of Provisions 68

10.10.

Nonliability of Lenders 68

10.11.

Confidentiality 68

10.12.

Lenders Not Utilizing Plan Assets 68

10.13.

Nonreliance 69

10.14.

Disclosure 69

10.15.

Subordination of Intercompany Indebtedness 69

10.16.

USA PATRIOT ACT NOTIFICATION 70

ARTICLE XI THE AGENTS 70

11.1.

Appointment; Nature of Relationship 70

11.2.

Powers 71

11.3.

General Immunity 71

11.4.

No Responsibility for Loans, Recitals, etc 71

11.5.

Action on Instructions of Lenders 72

11.6.

Employment of Agents and Counsel 72

11.7.

Reliance on Documents; Counsel 72

11.8.

Agents' Reimbursement and Indemnification 72

11.9.

Notice of Default 73

11.10.

Rights as a Lender 73

11.11.

Lender Credit Decision 73

11.12.

Successor Agents 73

11.13.

Agent and Arranger Fees 74

11.14.

Delegation to Affiliates 74

11.15.

Release of Guarantors 74


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ARTICLE XII SETOFF; RATABLE PAYMENTS 75

12.1.

Setoff 75

12.2.

Ratable Payments 75

ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 75

13.1.

Successors and Assigns 75

13.2.

Participations 76

13.2.1. Permitted Participants; Effect 76

13.2.2. Voting Rights 76

13.2.3. Benefit of Certain Provisions 76

13.3.

Assignments 77

13.3.1. Permitted Assignments 77

13.3.2. Consents 77

13.3.3. Effect; Effective Date 77

13.3.4. The Register 78

13.4.

Dissemination of Information 78

13.5.

Tax Treatment 78

ARTICLE XIV NOTICES 79

14.1.

Notices 79

14.2.

Change of Address 79

ARTICLE XV COUNTERPARTS 79

ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 79

16.1.

CHOICE OF LAW 79

16.2.

CONSENT TO JURISDICTION 80

16.3.

WAIVER OF JURY TRIAL 80


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EXHIBITS

Exhibit A - Form of Opinion Letter

Exhibit B - Form of Compliance Certificate

Exhibit C - Form of Assignment Agreement

Exhibit D - Form of Loan/Credit Related Money Transfer Instruction

Exhibit E - Form of Promissory Note (if requested)

Exhibit F - List of Closing Documents

Exhibit G - Form of Guaranty

Exhibit H - Form of Assumption Letter

Exhibit I - Form of Commitment and Acceptance


SCHEDULES

Pricing Schedule

Commitment Schedule

Schedule 1.1 - Subsidiary Borrowers

Schedule 2.21 - Transitional Letters of Credit

Schedule 5.5 - Certain Disclosures

Schedule 5.8 - Subsidiaries

Schedule 5.16 - Environmental Matters

Schedule 6.11 - Existing Indebtedness

Schedule 6.13 - Existing Liens


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5-YEAR REVOLVING CREDIT AGREEMENT


This 5-Year Revolving Credit Agreement, dated as of April 2, 2004, is among ACUITY BRANDS, INC., a Delaware corporation, ACUITY LIGHTING GROUP, INC., a Delaware corporation, ACUITY SPECIALTY PRODUCTS GROUP, INC., a Delaware corporation, and one or more other Subsidiary Borrowers from time to time parties hereto (whether now existing or hereafter formed), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 13.3 ), BANK ONE, NA, a national banking association having its principal office in Chicago, Illinois, as Swing Line Lender, LC Issuer and Administrative Agent, WACHOVIA BANK, N.A., as Syndication Agent and LASALLE BANK NATIONAL ASSOCIATION and KEY BANK NATIONAL ASSOCIATION, as Co-Documentation Agents. The parties hereto agree as follows:

ARTICLE I


DEFINITIONS

1.1. Certain Defined Terms . As used in this Agreement:


" Accounting Changes" is defined in Section 10.8 hereof.

" Acquisition" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Company or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of a partnership, limited liability company or any Person.


" Administrative Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article XI , and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XI .


" Advance" means a borrowing hereunder consisting of the aggregate amount of several Loans (i) made by some or all of the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term " Advance" shall include Swing Line Loans unless otherwise expressly provided.


" Affected Lender" is defined in Section 2.20 .


" Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person is the " beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of any class of


SIDLEY AUSTIN BROWN & WOOD LLP

voting securities (or other voting interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of voting securities, by contract or otherwise.


" Agent" means any of the Administrative Agent, the Syndication Agent or a Co-Documentation Agent, as appropriate, and " Agents" means, collectively, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents.

" Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as may be adjusted from time to time pursuant to the terms hereof. The initial Aggregate Commitment is Two Hundred Million and 00/100 Dollars ($200,000,000).

" Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.


" Agreement" means this 5-Year Revolving Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

" Agreement Accounting Principles" means generally accepted accounting principles as in effect in the United States from time to time, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.4 ; provided, however , that except as provided in Section 10.8 , with respect to the calculation of financial ratios and other financial tests required by this Agreement, " Agreement Accounting Principles" means generally accepted accounting principles as in effect in the United States as of the Closing Date, applied in a manner consistent with that used in preparing the financial statements of the Company referred to in Section 5.4 hereof.

" Alternate Base Rate" means, for any day, a fluctuating rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one percent (0.5%) per annum.

" Applicable Facility Fee Rate" means, at any time, the percentage rate per annum at which Facility Fees are accruing on the Aggregate Commitment at such time as set forth in the Pricing Schedule.


" Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.


" Applicable Utilization Fee Rate" means, at any time, the percentage rate per annum at which Utilization Fees accrue on the Aggregate Outstanding Credit Exposure at such time as set forth in the Pricing Schedule.


" Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


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" Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner.


" Article" means an article of this Agreement unless another document is specifically referenced.

" Assignment Agreement" is defined in Section 13.3.1 .


" Assumption Letter" means a letter of a Subsidiary of the Company addressed to the Administrative Agent and the Lenders, and acknowledged by the Administrative Agent, in substantially the form of Exhibit H hereto, pursuant to which such Subsidiary agrees to become a " Subsidiary Borrower" and agrees to be bound by the terms and conditions hereof.


" Authorized Officer" means any of the chief executive officer, president, chief operating officer, chief financial officer, or treasurer of the Company, acting singly.


" Available Aggregate Commitment" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.


" Bank One" means Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.

" Borrower" means, as applicable, any of the Company or any of the Subsidiary Borrowers, together with their respective permitted successors and assigns, and " Borrowers" means, collectively, the Company and the Subsidiary Borrowers.

" Borrowing Date" means a date on which an Advance is made hereunder.


" Borrowing Notice" is defined in Section 2.9.1 .


" Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.


" Buying Lender" is defined in Section 2.23(ii) .

" Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

" Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.


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" Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.


" Cash Equivalent Investments" means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit of any investment grade commercial bank having, or which is the principal banking subsidiary of an investment grade bank holding company organized under the laws of the United States, any State thereof, the District of Columbia or any foreign jurisdiction having capital, surplus and undivided profits aggregating in excess of $500,000,000, with maturities of not more than one year from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (ii) above, provided that such repurchase obligations are secured by a first priority security interest in such underlying securities which have, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (iv) commercial paper issued by any Person incorporated in the United States rated at least A-1 by S&P or P-1 by Moody' s and in each case maturing not more than 270 days after the date of acquisition by such Person, (v) investments in money market funds substantially all of the assets of which are comprised of securities of the types described in clauses (i) through (iv) above, and (vi) demand deposit accounts maintained in the ordinary course of business.


" Change" is defined in Section 3.2 .


" Change in Control" means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more of the outstanding shares of voting stock of the Company; or (ii) the majority of the Board of Directors of the Company fails to consist of Continuing Directors.

" Closing Date" means April 2, 2004.

" Co-Documentation Agent" means each of LaSalle Bank National Association and Key Bank National Association in its capacity as a co-documentation agent for the Lenders pursuant to Article XI , and not in its individual capacity as a Lender, and any successor Co-Documentation Agent appointed pursuant to Article XI .


" Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

" Collateral Shortfall Amount" means, as of any date of determination, an amount equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit


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in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations in accordance with the terms and conditions of this Agreement.


" Combined Balance Sheets" means the audited combined balance sheets of the Company and its Subsidiaries as of August 31, 2003.


" Commitment" means, for each Lender, the obligation of such Lender to make Revolving Loans to, and participate in Facility LCs issued upon the application of, a Borrower in an aggregate amount not exceeding the amount set forth on the Commitment Schedule or in an Assignment Agreement executed pursuant to Section 13.3 , as it may be modified as a result of any assignment that has become effective pursuant to Section 13.3.2 or as otherwise modified from time to time pursuant to the terms hereof.


" Commitment Increase Notice" is defined in Section 2.23(i) .

" Commitment Schedule" means the Schedule identifying each Lender' s Commitment as of the Closing Date attached hereto and identified as such.


" Company" means Acuity Brands, Inc., a Delaware corporation, and its permitted successors and assigns (including, without limitation, a debtor-in-possession on its behalf).

" Consolidated Net Income" means, with reference to any period, the net after-tax income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period determined in accordance with Agreement Accounting Principles, excluding minority interests and including only dividends actually received by the Company from any entity which is not a Subsidiary.


" Consolidated Net Worth" means at any time the consolidated stockholders' equity of the Company and its Subsidiaries calculated on a consolidated basis as of such time in accordance with Agreement Accounting Principles.


" Consolidated Total Assets" means the total amount of all assets of the Company and its consolidated Subsidiaries, and including amounts attributable to minority interests in Affiliates of the Company to the extent deducted in calculating the Consolidated Total Assets of the Company and its Subsidiaries but only to the extent such Affiliate shall be a Guarantor hereunder, calculated on a consolidated basis as of such time in accordance with Agreement Accounting Principles.

" Continuing Director" means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (i) was a member of such board of directors on the Closing Date, or (ii) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election; provided that any individual who is so elected or nominated in connection with a merger, consolidation, acquisition or similar transaction shall not be a Continuing Director unless such individual was a Continuing Director prior thereto.


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" Contractual Obligation" means, for any Person, any provision of any security issued by such Person or of any agreement ...