Lease Agreement, Dated November 30, 2001

EXHIBIT 10.9


LEASE AGREEMENT


THIS LEASE AGREEMENT (this "Lease") made and entered into on this 30th day of November, 2001, by and between NATIONAL SERVICE INDUSTRIES, INC., a California corporation ("Landlord"), and ACUITY BRANDS, INC., a Delaware corporation ("Tenant");


WITNESSETH:


For and in consideration of the mutual covenants set forth below, Landlord and Tenant do hereby agree as follows:


1. LEASE OF PREMISES. Subject to and upon the terms and conditions herein provided, Landlord does hereby rent, lease, and demise to Tenant approximately 50,000 square feet of space (the "Premises"), which Premises includes that office space occupied by employees of Tenant on the date of the spin-off of Tenant from Landlord located on the 2nd, 7th and 8th Floors of that certain building located at 1420 Peachtree Street, NE, Atlanta, Georgia (the "Building"), together with the common areas of the Building, including but not limited to, the underground parking facilities, lobby and 4th Floor of the Building, together with all and singular the rights, privileges, and appurtenances thereto belonging or in any wise appertaining.


2. TERM AND RENTALS. The term of this Lease shall be for a period of four (4) months, commencing on the 1st day of December, 2001, and terminating on the 31st day of March, 2002; provided that Tenant shall have the right, upon one month written notice to Landlord, to extend the term of the Lease for a period one month at the monthly rental rate set forth in the following sentence. For the entire term hereof, Tenant agrees to pay Landlord as monthly rental hereunder the sum of One Hundred Twenty Thousand Dollars and No/100 Dollars ($120,000). All rental provided for hereunder shall be due and payable on the first day of each month, with rent being prorated for partial months.


3. USE. Tenant shall use and occupy the Premises solely for general office use, and no other purpose. Tenant shall comply with all laws applicable to the use, occupancy and condition of the Premises. Tenant shall not conduct or permit any activities on or about the Premises that would constitute a nuisance or otherwise interfere with other occupants of the Building.


4. REPAIRS. Landlord shall, for the entire term of this Lease, maintain and keep in good working order, repair, and condition the structural integrity of the Building, including the roof and exterior walls.


During the term of this Lease, except as otherwise provided above with respect to the maintenance and repair requirements of Landlord, Tenant will maintain the Premises in as good order and repair as at commencement of this Lease (ordinary wear and tear excepted), will remove or cause to be removed any and all rubbish and refuse matter from the Premises, and at the termination of the term, will deliver up the Premises in substantially as good condition, order, and repair as at commencement of this Lease, except for ordinary wear and tear and damage by fire or other casualties.


5. INSURANCE. Landlord shall maintain during the term of this Lease insurance against loss or damage to all of the improvements on the Premises resulting from fire, extended coverage, vandalism, malicious mischief, earthquake, flood, collapse, and other all risk perils in commercially reasonable amounts. Tenant shall, at Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant, maintain workers' compensation coverage as required by law and general public liability insurance coverage against claims for personal injury, death, or property damage occurring upon, in, or about the Premises, such insurance to afford protection to the limit of not less than Three Million Dollars ($3,000,000) combined single limit coverage and name Landlord as additional insured. In addition, Tenant shall maintain commercially reasonable insurance coverage against loss or damage to Tenant's personal property located upon the Premises.


Insurance required hereunder must be written by a company authorized to do business in Georgia, subject to the approval of Landlord, which approval shall not be unreasonably withheld. Each policy of insurance will be endorsed to provide that Landlord will receive at least thirty (30) days' prior written notice of any cancellation of, or material change in, said policy. Tenant shall not cause any insurance to be cancelled nor permit any insurance to lapse without thirty (30) days' prior written notice to Landlord. A certificate evidencing liability insurance required to be maintained by Tenant hereunder naming Landlord as an additional insured shall be delivered to Landlord upon the execution of this Lease.


6. CASUALTY LOSS. In the event the Building is damaged or destroyed during the term hereof by ...