AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
D ATED AS OF O CTOBER 19, 2007
ACUITY UNLIMITED INC., AS B ORROWER ,
ACUITY BRANDS LIGHTING, INC., AS S ERVICER ,
VARIABLE FUNDING CAPITAL COMPANY,
THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO
WACHOVIA BANK, NATIONAL ASSOCIATION, AS A GENT
DOCUMENTS TO BE DELIVERED TO THE AGENT
ON OR PRIOR TO THE INITIAL PURCHASE
(a) A copy of the Resolutions of its Board of Directors authorizing its execution, delivery and performance of the
Transaction Documents to which it is a party;
(b) A copy of its certificate/articles of incorporation (also certified by the Secretary of State of its State of
Incorporation on or within thirty (30) days prior to closing)[, as amended and/or restated through the closing date];
(c) A copy of its by-laws, as amended)[, as amended and/or restated through the closing date];
(d) A copy of a good standing certificate issued by the Secretaries of State of (i) its state of incorporation, and (ii), if
different, that state where it maintains its principal place of business; and
(e) The names, titles and signatures of its officers authorized to execute the Transaction Documents.
UCC Lien Search Jurisdictions : Delaware
Federal and State Tax Lien and Judgment Lien Jurisdictions : Delaware, Georgia and Fulton County (Georgia)
Variable Funding Capital Company LLC
Wachovia Bank, National Association
Acuity Brands, Inc.
Acuity Brands Lighting, Inc.
Acuity Unlimited, Inc.
II. Closing Documents .
1. Amendment to Amended and Restated Receivables Sale and Contribution Agreement dated as of October 19, 2007
between ALG and AUI.
Amended and Restated Credit and Security Agreement among AUI, ABL as Servicer, VFCC and Wachovia.
Performance Undertaking by ABI in favor of AUI.
Amended and Restated Fee Letter bet