AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT
This AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT dated as of June 11, 2003 by
and between NATIONAL SERVICE INDUSTRIES, INC. (“ NSI-Del ”), a Delaware corporation, NATIONAL SERVICE
INDUSTRIES, INC. (“ NSI Enterprises ”), a California corporation, and ACUITY BRANDS, INC. (“ Spinco ”), a Delaware
A. In connection with the transactions contemplated by the Agreement and Plan of Distribution (the “ Distribution
Agreement ”), dated November 30, 2001, by and between NSI-Del and Spinco, NSI-Del, NSI Enterprises and Spinco entered into
the Tax Disaffiliation Agreement, dated as of November 30, 2001 (the “ Agreement ”), to set forth their rights and obligations
with respect to taxes.
B. On April 1, 2003, NSI-Del entered into the Agreement and Plan of Merger (the “ Merger Agreement ”) by and between
NSI-Del and NS Acquisition Corp., a Delaware corporation (“ Buyer ”), pursuant to which Buyer will be merged with and into
NSI-Del, with NSI-Del as the surviving corporation (the “ Merger ”).
C. In contemplation of the Merger, the parties hereto have agreed to enter into this Agreement and Consent Relating to
Tax Disaffiliation Agreement (the “ Agreement and Consent ”).
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The parties acknowledge that, as of the date of this Agreement and Consent, the provisions of the Agreement relating
to the obligations of Spinco and NSI-Del with respect to the federal income tax liability reflected in the consolidated federal
income tax return filed by NSI-Del for the taxable year ended August 31, 2002, have been fully satisfied. For the avoidance of
doubt, the parties agree that the provisions of the Agreement relating to the special alloc