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Put Option Agreement

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PUT OPTION AGREEMENT


THIS PUT OPTION AGREEMENT, dated as of November 30, 2001 by and between NATIONAL SERVICE INDUSTRIES, INC., a California corporation ("Landlord") and ACUITY BRANDS, INC., a Delaware corporation ("Tenant").


In order to induce Landlord to enter into that certain Lease Agreement dated of even date herewith by and between Landlord and Tenant (the "Lease"), Tenant has agreed to grant to Landlord the right to require Tenant to purchase the "Property" (as hereinafter defined), subject to the terms and conditions of this Agreement, and the parties desire to provide for said option on the terms and conditions hereinafter set forth.


NOW, THEREFORE, for and in consideration of TEN AND NO/100 DOLLARS ($10.00) paid by Landlord to Tenant, the execution of the Lease, the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party respectively agrees constitutes sufficient consideration received at or before the execution hereof, the parties hereto do hereby agree as follows:


1. DEFINITIONS AND MEANINGS.


1.1 Definitions. In addition to any other terms whose definitions are fixed and defined by this Agreement, each of the following defined terms, when used in this Agreement with an initial capital letter, shall for purposes of this Agreement have the meaning ascribed thereto by this Paragraph 1:


1.1.1 "Agreement" means this Put Option Agreement, together
with all exhibits attached hereto.


1.1.2 "Closing" means the consummation of the purchase and
sale of the Property contemplated by this Agreement by the deliveries
required under Paragraph 7 hereof if Landlord exercises the Put Option.


1.1.3 "Closing Date" means the time and date, established
under Paragraph 7 hereof, when the purchase and sale contemplated by
this Agreement is to be consummated if Landlord exercises the Put
Option, as such date may be extended by mutual agreement of the parties
or pursuant to the provisions of this Agreement.


1.1.4 "Date of this Agreement" means the date of the Lease.


1.1.5 "Exercise Deadline" means the deadline by which
Landlord must exercise the Put Option, as described in Paragraph 2
hereof.


1.1.6 "Existing Exceptions" means the encumbrances which
affect Landlord's title to the Property and which are set forth in
Exhibit B attached hereto, together with the Lease itself, together
with such additional encumbrances on the title to the Property as are
created by or at the request or with the consent of Tenant in
accordance with the terms of the Lease, exclusive, however, of any
mortgage, liens, deeds to secure debt or other loan documents
encumbering fee title to the Property.


1.1.7 "Permitted Exceptions" means (a) the Existing
Exceptions (other than any liens, mortgages, deeds to secure debt, or
other loan documents encumbering fee title to the Property which shall
be satisfied and canceled of record on or before the Closing) and any
matters affecting title to the Property approved by Tenant in writing
pursuant to Section 4.1 of this Agreement; (b) all other matters
affecting title approved in writing by Tenant, and (c) ad valorem taxes
for the calendar year of Closing not yet due and payable.


1.1.8 "Property" means that tract or parcel of land, as
more particularly described in Exhibit "A" to this Agreement, attached
hereto and made a part hereof by this reference, together with all
appurtenances, rights, easements, rights-of-way, tenements and
hereditaments incident thereto.


1.1.9 "Purchase Price" means the amount to be paid by
Tenant to Landlord for the Property as provided in Paragraph 3 hereof.


1.1.10 "Put Option" means the option granted to Landlord to
require Tenant to purchase the Property pursuant to Paragraph 2 hereof
and the provisions of this Agreement.


1.1.11 "Survey" means the boundary survey of the Property
prepared at Tenant's expense as provided in Paragraph 5 hereof.


1.1.12 "Title Objection" and "Title Objections" mean any
deeds to secure debt, mortgages, deeds of trust, liens, financing
statements, security interests, easements, leases, restrictive
covenants, agreements, options, and other encumbrances which affect
Landlord's title to the Property or impair the marketability of
Landlord's title to the Property, excluding, however, the Existing
Exceptions.


2. GRANT OF OPTION. Tenant hereby grants to Landlord the right and option to require Tenant to purchase the Property pursuant to the terms and conditions of this Agreement (said option being herein referred to as the "Put Option"). The Put Option shall be exercisable by Landlord giving written notice (the "Exercise Notice") to Tenant at any time after June 1, 2002 but no later than May 31, 2003 (said exercise deadline is hereinafter referred to as the "Exercise Deadline"). In the event Landlord fails to give written notice to Tenant on or before the Exercise Deadline, then the Put Option and this Agreement shall terminate and be of no further force and effect. In the event the Put Option is exercised by Landlord pursuant to the


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provisions of this Paragraph 2, then the provisions of this Agreement relating to the Put Option shall be in force and effect, and Landlord shall sell and Tenant shall buy the Property pursuant to such terms and conditions.


3. PURCHASE PRICE. In the event that Landlord exercises the Put Option, the Purchase Price of the Property shall be Eighteen Million Seven Hundred Thousand Dollars and 00/100 ($18,700,000) (the "Purchase Price"). At Closing under the Put Option, Tenant shall pay the Purchase Price by cash, federal funds check, federal funds wire transfer or cashier's check drawn on a metropolitan Atlanta, Georgia bank. Provided Landlord has not otherwise become entitled to the same pursuant to the Lease prior to the Closing, Tenant shall receive a credit against the Purchase Price equal to any prepaid rent, prorated as of the Closing Date.


4. TITLE EXAMINATION AND OBJECTIONS.


4.1 Title Examination and Policy. Landlord shall be
obligated to deliver title to the Property to Tenant such that Tenant's
title company, selected by Tenant and approved by Landlord, which
approval shall not be unreasonably withheld (the "Title Company") shall
be willing to insure Tenant's title to the Property in the amount of
the Purchase Price on the then standard Georgia form of Owner's title
insurance insuring marketability of title, subject only to the
Permitted Exceptions. Tenant shall have the title to the Property
examined and give written notice to Landlord within thirty (30) days
following Tenant's receipt of the Exercise Notice of any Title
Objections disclosed by such initial examination or by a survey of the
Property other than the Existing Exceptions. If Tenant fails to give
any such notice with respect to any Title Objections which appear of
record, then Tenant shall be deemed to have waived such Title
Objections. Thereafter, Tenant may re-examine the title to the Property
and may have surveys prepared or updated at any time and from time to
time up to and through the Closing Date and may give Landlord written
notice of any additional Title Objections which appear of record after
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