AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF OCTOBER 19, 2007 AMONG ACUITY UNLIMITED INC., AS BORROWER, ACUITY BRANDS LIGHTING, INC., AS SERVICER, VARIABLE FUNDING CAPITAL COMPANY, THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO...Credit and Security Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I. This agreement amends and restates in its entirety that certain Credit and Security Agreement dated as of September 2, 2003 by and among Acuity Enterprise, Inc., AUI, ABL, Acuity Specialty Products Group, Inc., VFCC (as assignee of Blue Ridge Funding Corporation), Wachovia and the Agent, as amended from time to time prior to the date hereof (the “Existing Agreement”).
CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENTConfidentiality and Restrictive Covenants Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
THIS AGREEMENT (the “Agreement”) is entered into this 23rd day of July, 2007, between Acuity Brands, Inc. (“Acuity”) and Acuity Brands Lighting, Inc. f/k/a Acuity Lighting Group, Inc. (“ABL”) (Acuity and ABL are collectively referred to as the “Company”) and John K. Morgan (“Executive”).
July 23, 2007Employment Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products • Georgia
This amended and restated letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acuity Brands, Inc. (“Acuity”) and your election as President and Chief Executive Officer of Acuity Specialty Products Group, Inc. (ASP”), effective at the close of business on July 23, 2007 (“Effective Date”) (Acuity and ASP are sometimes referred to collectively hereinafter as the “Company”). As of the Effective Date, this Agreement shall replace in its entirety the amended and restated employment letter agreement, dated August 1, 2005 (“Prior Agreement”), between you and Acuity and Acuity Brands Lighting, Inc. f/k/a Acuity Lighting Group, Inc. (“ABL”), and you will no longer be employed by ABL. However, as provided in Paragraph 4.11 below, you will continue to be subject to certain restrictive covenants with respect to the business of ABL.
AMENDMENT NO. 2 TO ACUITY BRANDS, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products
WHEREAS, the Company and Executive entered into an Amended And Restated Severance Agreement, dated as of August 1, 2005, which agreement was previously amended on April 21, 2006 (“Severance Agreement”); and
5-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF OCTOBER 19, 2007 AMONG ACUITY BRANDS, INC., THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as...Revolving Credit Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products • London
This 5-Year Revolving Credit Agreement, dated as of October 19, 2007, is among ACUITY BRANDS, INC., a Delaware corporation, ACUITY BRANDS LIGHTING, 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), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Swing Line Lender, LC Issuer and Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Syndication Agents and KEYBANK NATIONAL ASSOCIATION, WELLS FARGO BANK, N.A. and BRANCH BANKING & TRUST COMPANY, as Co-Documentation Agents. The parties hereto agree as follows:
ACUITY BRANDS, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products • Delaware
THIS AGREEMENT, made and entered into as of the 23rd day of July, 2007 by and between Acuity Brands, Inc., a Delaware Corporation, (the “Company”) and John K. Morgan (“Grantee”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products
WHEREAS, the Company and Executive entered into an Amended And Restated Change In Control Agreement, dated as of April 21, 2006 (“CIC Agreement”); and
ACUITY BRANDS, INC. LONG-TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTSRestricted Stock Award Agreement • October 30th, 2007 • Acuity Brands Inc • Wholesale-chemicals & allied products
THIS AMENDMENT, made as of the 23rd day of July, 2007 by and between ACUITY BRANDS, INC., a Delaware Corporation, (the “Company”) and John K. Morgan (“Grantee”).
