1 EXHIBIT 1.1 Execution Copy Juno Lighting, Inc. Juno Manufacturing, Inc. Indy Lighting, Inc. Advanced Fiberoptic Technologies, Inc. 11 7/8% Senior Subordinated Notes due 2009 Purchase Agreement dated June 24, 1999 Banc of America Securities LLC...Purchase Agreement • August 27th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • New York
1 EXHIBIT 4 THIRD AMENDMENT TO RIGHTS AGREEMENT Third Amendment (this "Amendment") dated as of March 26, 1999 to the Rights Agreement dated as of August 3, 1989, between Juno Lighting, Inc., a Delaware corporation (the "Company") and The First...Rights Agreement • March 29th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
BACKGROUNDManagement Services Agreement • August 27th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • California
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 30, 1999 BY AND AMONGRegistration Rights Agreement • August 27th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • New York
EXHIBIT 10.10 ================================================================= =============== U.S. $125,000,000 CREDIT AGREEMENT Dated as of June 29, 1999Credit Agreement • August 27th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • New York
1 EXHIBIT 10.7(c) THIRD AMENDMENT TO RIGHTS AGREEMENT Third Amendment (this "Amendment") dated as of March 26, 1999 to the Rights Agreement dated as of August 3, 1989, between Juno Lighting, Inc., a Delaware corporation (the "Company") and The First...Rights Agreement • March 29th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
245,000,000 CREDIT AGREEMENT among JUNO LIGHTING, INC., as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, JUNO LIGHTING LTD., as Canadian Borrower, ITS SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, THE LENDERS...Credit Agreement • July 14th, 2004 • Juno Lighting Inc • Electric lighting & wiring equipment • New York
ARTICLE I THE MERGER Section 1.1 The Merger ..................................... Page 2 Section 1.2 Effective Time ................................. Page 2 Section 1.3 Closing ........................................ Page 3 Section 1.4 Directors and...Agreement and Plan of Recapitalization and Merger • March 29th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
SUPPLEMENTAL INDENTURESupplemental Indenture • July 14th, 2004 • Juno Lighting Inc • Electric lighting & wiring equipment • New York
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 20, 2004, among Alfa Lighting, Inc. and Modulight LLC (each a "Guaranteeing Subsidiary"), each a subsidiary of Juno Lighting, Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association (formerly known as Firstar Bank of Minnesota, N.A.), as trustee under the indenture referred to below (the "Trustee").
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • July 1st, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
STOCKHOLDERS VOTING AGREEMENT, dated as of June 29, 2005 (this “Agreement”), by and among Square D Company, a Delaware corporation (“Parent”), and the stockholders of Juno Lighting, Inc. (the “Company”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).
EXHIBIT 10.8 JUNO LIGHTING, INC. CHANGE OF CONTROL BENEFITS AGREEMENTChange of Control Benefits Agreement • March 29th, 1999 • Juno Lighting Inc • Electric lighting & wiring equipment • Illinois
AGREEMENT AND PLAN OF MERGER dated as of June 29, 2005 by and among SQUARE D COMPANY SCHNEIDER ELECTRIC SA HERA ACQUISITION CORP. and JUNO LIGHTING, INC.Merger Agreement • July 1st, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2005, is by and among Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Juno Lighting, Inc., a Delaware corporation (the “Company”), and solely for the purposes of Article IV and Section 9.12 of this Agreement, Schneider Electric SA (“Guarantor”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE JUNO LIGHTING, INC. 1999 STOCK AWARD AND INCENTIVE PLANNonqualified Stock Option Agreement • April 14th, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
This Nonqualified Stock Option Agreement (the "Option Agreement") is made and entered into as of , (the "Date of Grant"), by and between Juno Lighting, Inc., a Delaware corporation (the "Company"), and (the "Optionee"). Capitalized terms not defined herein shall have the meaning given to them in the Juno Lighting, Inc. 1999 Stock Award and Incentive Plan (the "Plan"). 1. Definitions. The following definitions are used herein: (a) $52.17 Price Event" means the first to occur of the following: (1) a Public Offering pursuant to which the Stock of the Company is sold for at least $52.17 per share, but less than $62.17 per share; or (2) a Change in Control pursuant to which the Stock of the Company is sold for at least $52.17 per share, but less than $62.17 per share. (b) "$62.17 Price Event" means the first to occur of the following: (1) a Public Offering pursuant to which the Stock of the Company is sold for at least $62.17 per share; or (2) a Change in Control pursuant to whic
Termination Agreement June 29, 2005Termination Agreement • July 1st, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment
As you are aware, simultaneously with entering into this Termination Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a wholly-owned subsidiary of Parent (“Merger Sub”), and solely for the purposes of Article IV and Section 9.12 therein, Schneider Electric SA. Under Section 7.02(f) of the Merger Agreement, the Management Services Agreement shall be terminated and of no further effect no later than the Effective Time (as defined in the Merger Agreement). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 14th, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment • Illinois
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is entered into as of this day of , , by and between JUNO LIGHTING, INC., a Delaware corporation (the "Company"), and , an employee of the Company (the "Optionee"). Any capitalized terms not defined herein shall have the meaning set forth in the Plan (defined below).
