ACUITY BRANDS INC
PROMISSORY NOTE, DATED OCTOBER 11, 2002
<DOCUMENT>
<TYPE>EX-10.(I)(A)(13)
<SEQUENCE>4
<FILENAME>g78888exv10wxiyxayx13y.txt
<DESCRIPTION>PROMISSORY NOTE, DATED OCTOBER 11, 2002
<TEXT>
<PAGE>
                                 PROMISSORY NOTE


$20,000,000.00                                                 Atlanta, Georgia
                                                               October 11, 2002


         FOR VALUE RECEIVED ACUITY BRANDS, INC., ACUITY LIGHTING GROUP, INC. and
ACUITY SPECIALTY PRODUCTS GROUP, INC., Delaware corporations, as makers, having
their principal place of business at 1170 Peachtree Street, N.E., Suite 2400,
Atlanta, Georgia 30309 (collectively "Borrower"), hereby, jointly and severally,
unconditionally promise to pay to the order of REGIONS BANK, an Alabama banking
corporation, as payee, having an address at 400 Embassy Row, Suite 210, 6600
Peachtree Dunwoody Road, Atlanta, Georgia 30328 ("Lender"), or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), in lawful
money of the United States of America with interest thereon to be computed from
the date of this Note at the Applicable Interest Rate (defined below) in
accordance with the terms of this Note.

         ARTICLE 1:  DEFINITIONS RELATING TO INDEX

         As used in this Note, the following capitalized terms will have the
meanings indicated:

         (a)      "Business Day" means a day on which the office of the Lender
at which payments under this Note are to be made is open for business.

         (b)      "Interest Period" means, with respect to the initial Interest
Period hereunder, the period commencing on the date of this Note and, with
respect to any subsequent Interest Period hereunder, the period commencing on
the last day of the immediately preceding Interest Period, and in any case
ending on the date numerically corresponding to the date of the Note in the
first month thereafter; provided that any Interest Period which begins on a day
of a calendar month for which there is no numerically corresponding day in the
appropriate subsequent calendar month shall end on the last day of the
appropriate subsequent calendar month.

         (c)      "LIBOR Business Day" means a day on which the office of the
Lender at which payments under this Note are to be made is open for business and
on which dealings in U.S. dollar deposits are carried out in the London
interbank market.

         (d)      "London Interbank Offered Rate" means, with respect to any
Interest Period, that rate for deposits in U.S. dollars for a period comparable
to the term of such Interest Period which appears on Telerate Page 3750 as of
11:00 a.m., London, England time on the date (the "Pricing Date") that is two
LIBOR Business Days preceding the first day of such Interest Period, as such
rate is published on the Business Day next following the Pricing Date in the
Money Market Section of The Wall Street Journal. If such rate cannot be so
determined for any reason, Lender will request the principal London office of at
least two banks to provide a quotation of its rate for deposits in


<PAGE>

U.S. dollars for a period comparable to the applicable Interest Period and the
rate for such Interest Period will be the arithmetic mean of such quotations.

         (e)      "Payment Date" means the last day of each Interest Period,
provided that if such day falls on a day which is not a Business Day, the
Payment Date shall be the next succeeding Business Day.

         ARTICLE 2:  PAYMENT TERMS

         Borrower agrees to make payments under this Note in installments as
follows:

         During the term of this Note, which is defined as that period running
from the date of this Note through and including September 30, 2005, Borrower
shall make principal and interest payments on a quarterly basis on the last day
of each calendar quarter (a "Payment Date"), with the first such payment being
due on December 31, 2002, with payments continuing thereafter on the last day of
each successive calendar quarter, except for the final payment which shall be a
balloon payment of all unpaid principal and any accrued interest and shall be
due and payable in full on September 30, 2005 (the "Maturity Date"). The
payments shall be computed in the manner set forth below.

         Principal payments for each quarter shall be payable on the last day of
each quarter and shall be in the amounts as set forth on Schedule "A" attached
hereto and incorporated herein by reference.

         The interest payment due at the end of each quarter shall be the sum of
the interest that has accrued during each of the three (3) months during the
quarter based on the Applicable Interest Rate (as defined below) in effect as of
the first (1st) day of each month as applied against the principal balance of
the loan for that month.

         The interest payment amount for each quarter shall be calculated on the
fifteenth (15th) day prior to the end of the quarter, and a statement setting
forth the principal payment amount and the interest payment amount shall be sent
to Borrower at least ten (10) days prior to the Payment Date.

         Lender shall have the right in its sole discretion, on each anniversary
date of this Note, to extend the term of this Note for an additional year, and
as a part of such extension to provide for such changes in the loan terms and to
charge such extension fee as Lender, at its sole discretion, shall determine. If
Lender elects to extend the term as herein provided, and assuming that Borrower
consents to all of the terms of the extension, the necessary modification and
extension documents shall be prepared by Lender for execution by the parties
hereto. All reasonable costs and expenses of Lender (including reasonable
attorney's fees actually incurred) associated with the modification and
extension of the term of the Note as herein set forth shall be paid by Borrower.


                                      -2-
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         ARTICLE 3:  INTEREST

         The interest rate on this Note (the "Applicable Interest Rate") shall
be as follows:

         The Applicable Interest Rate during the Term hereof shall be the London
Interbank Offered Rate ("LIBOR") (as defined in Article 1) for one (1) month
contracts as of the first (1st) day of each month, PLUS one hundred fifty (150)
basis points. Such Applicable Interest Rate shall remain in effect through the
last day of the month, at which time it will be subject to adjustment for the
next succeeding month in the manner set forth above.

         The initial Applicable Interest Rate for this Note, which is the rate
for the period from the date of this Note through October 31, 2002, shall be
3.30%.

         Interest on the principal balance of this Note shall be computed on the
basis of a three hundred sixty (360) day year and paid for the actual number of
days elapsed.

         ARTICLE 4:  DEFAULT AND ACCELERATION

         If any payment required by this Note is not paid (a) prior to the tenth
(10th) day after written notice of nonpayment from Lender if payment is not made
on a Payment Date, (b) prior to the tenth (10th) day after written notice of
nonpayment from Lender if payment is not made on the Maturity Date or (c) on the
happening of any other default, after the expiration of any applicable notice
and cure periods, herein or under the terms of the Security Instrument or any of
the Other Security Documents (as defined in the Security Instrument)
(collectively, an "Event of Default"), at the option of Lender (i) the whole of
the principal sum of this Note, (ii) interest, default interest, late charges
and other sums, as provided in this Note, the Security Instrument or the Other
Security Documents, (iii) all other monies agreed or provided to be paid by
Borrower in this Note, the Security Instrument or the Other Security Documents,
(iv) all sums advanced pursuant to the Security Instrument to protect and
preserve the Property (defined below) and the lien and the security interest
created thereby, and (v) all sums advanced and costs and expenses incurred by
Lender in connection with the Debt (defined below) or any part thereof, any
renewal, extension, or change of or substitution for the Debt or any part
thereof or the acquisition or perfection of the security therefor, whether made
or incurred at the request of Borrower or Lender (all the sums referred to in
(i) through (v) above shall collectively be referred to as the "Debt") shall
without further notice become immediately due and payable.

         ARTICLE 5:  DEFAULT INTEREST

         Borrower agrees that upon the occurrence of an Event of Default, Lender
shall be entitled to receive and Borrower shall pay interest on the entire
unpaid principal sum at a per annum rate equal to the lesser of (a) three
percent (3%) plus the Applicable Interest Rate in effect at the time of the
occurrence of the Event of Default, and (b) the maximum interest rate which
Borrower may by law pay (the "Default Rate"). The Default Rate shall be computed
from the occurrence of the Event of Default until the earlier of the date upon
which the Event of Default is cured or


                                      -3-
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the date upon which the Debt is paid in full. Interest calculated at the Default
Rate shall be added to the Debt, and shall be deemed secured by the Security
Instrument. This clause, however, shall not be construed as an agreement or
privilege to extend the date of the payment of the Debt, nor as a waiver of any
other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default.

         ARTICLE 6:  LATE CHARGE

         If any payment of principal or interest is late ten (10) days or more,
in addition to interest after Default as provided above, Borrower agrees to pay
a late charge equal to five percent (5%) of the amount of the payment which is
late, not to exceed Five Hundred Dollars ($500.00) as compensation for
administrative and other costs associated with the late payment as set forth
below. Lender shall not be obligated to accept any payment not accompanied by
such late charge or applicable default interest.

         ARTICLE 7:  PREPAYMENT

         The principal balance of this Note may be prepaid in whole or in part
at any time without Borrower incurring or being charged a prepayment penalty or
fee. However, notwithstanding such prepayment, all loan fees and any other
prepaid finance charges (if any) shall be fully earned as of the date of this
Note and not subject to refund upon early payment, whether voluntary or
involuntary.

         ARTICLE 8:  SECURITY

         This Note is secured by that certain Deed To Secure Debt and Security
Agreement dated the date hereof in the principal sum of $20,000,000.00 given by
Acuity Lighting Group, Inc. ("Owner") to Lender covering the fee estate of Owner
in certain premises located in Rockdale County, State of Georgia, and other
property, as more particularly described therein (collectively, the "Property")
and intended to be duly recorded in said County (the "Security Instrument"), and
by the Other Security Documents.

         ARTICLE 9:  LOAN CHARGES

         This Note, the Security Instrument and the Other Security Documents are
subject to the express condition that at no time shall Borrower be obligated or
required to pay interest on the principal balance due hereunder at a rate which
could subject Lender to either civil or criminal liability as a result of being
in excess of the maximum interest rate which Borrower is permitted by applicable
law to contract or agree to pay. If by the terms of this Note, the Security
Instrument and the Other Security Documents, Borrower is at any time required or
obligated to pay interest on the principal balance due hereunder at a rate in
excess of such maximum rate, the Applicable Interest Rate or the Default Rate,
as the case may be, shall be deemed to be immediately reduced to such maximum
rate and all previous payments in excess of the maximum rate shall be deemed to
have been payments in reduction of principal and not on account of the interest
due hereunder. All sums paid or agreed to be paid to Lender for the use,


                                      -4-

<PAGE>
forbearance, or detention of the Debt, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Note until payment in full so that the rate or amount of
interest on account of the Debt does not exceed the maximum lawful rate of
interest from time to time in effect and applicable to the Debt for so long as
the Debt is outstanding.

         ARTICLE 10:  WAIVERS

         Borrower and all others who may become liable for the payment of all or
any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, protest and notice of protest and non-payment and
all other notices of any kind, except for notices expressly provided for in this
Note, the Security Instrument or the Other Security Documents. No release of any
security for the Debt or extension of time for payment of this Note or any
installment hereof, and no alteration, amendment or waiver of any provision of
this Note, the Security Instrument or the Other Security Documents made by
agreement between Lender or any other person or party shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Borrower, and any other person or entity who may become liable for the payment
of all or any part of the Debt, under this Note, the Security Instrument or the
Other Security Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Security Instrument or the Other Security Documents. If Borrower is a
partnership, corporation or limited liability company, the agreements contained
herein shall remain in full force and effect, notwithstanding any changes in the
individuals or entities comprising the Borrower, and the term "Borrower," as
used herein, shall include any alternate or successor entity, but any
predecessor entity, and its partners or members, as the case may be, shall not
thereby be released from any liability. (Nothing in the foregoing sentence shall
be construed as a consent to, or a waiver of, any prohibition or restriction on
transfers of interests in Borrower which may be set forth in the Security
Instrument or any Other Security Document.)

         ARTICLE 11:  WAIVER OF TRIAL BY JURY

         BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN
EVIDENCED BY THIS NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THIS NOTE,
THIS NOTE, THE SECURITY INSTRUMENT OR THE OTHER SECURITY DOCUMENTS OR ANY ACTS
OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

         ARTICLE 12:  AUTHORITY

         Borrower represents that Borrower has full power, authority and legal
right to execute and deliver this Note, the Security Instrument and the Other
Security Documents and that this


                                      -5-
<PAGE>
Note, the Security Instrument and the Other Security Documents constitute valid
and binding obligations of Borrower.

         ARTICLE 13:  GOVERNING LAW

         This Note shall be governed, construed, applied and enforced in
accordance with the laws of the State of Georgia.

         ARTICLE 14:  NOTICES

         All notices required or permitted hereunder shall be given as provided
in the Security Instrument.

         ARTICLE 15:  INCORPORATION BY REFERENCE

         All of the terms, covenants and conditions contained in the Security
Instrument and the Other Security Documents are hereby made part of this Note to
the same extent and with the same force as if they were fully set forth herein.

         ARTICLE 16:  MISCELLANEOUS

         (a)      Wherever pursuant to this Note it is provided that Borrower
pay any costs and expenses, such costs and expenses shall include, but not be
limited to, reasonable legal fees and disbursements of Lender actually incurred.
Borrower shall pay to Lender on demand any and all expenses, including legal
expenses and reasonable attorneys' fees actually incurred, incurred or paid by
Lender in enforcing this Note, whether or not any legal proceeding is commenced
hereunder, together with interest thereon at the Default Rate from the date paid
or incurred by Lender until such expenses are paid by Borrower.

         (b)      This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Borrower or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

         (c)      If Borrower consists of more than one person or party, the
obligations and liabilities of each person or party shall be joint and several.

         (d)      Whenever used, the singular number shall include the plural,
the plural number shall include the singular, and the words "Lender" and
"Borrower" shall include their respective successors, assigns, heirs, executors
and administrators.


                                      -6-
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         IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the day and year first above written.

                            BORROWERS:

                            ACUITY BRANDS, INC.,
                            a Delaware corporation


                            By:  /s/ Vernon J. Nagel
                               ------------------------------------------------
                                     Vernon J. Nagel, Executive Vice President
                                     and Chief Financial Officer

                                              [CORPORATE SEAL]


                            ACUITY LIGHTING GROUP, INC.,
                            a Delaware corporation


                            By:  /s/ Vernon J. Nagel
                               ------------------------------------------------
                                     Vernon J. Nagel, Executive Vice President,
                                     Finance

                                              [CORPORATE SEAL]



                            ACUITY SPECIALTY PRODUCTS GROUP, INC.,
                            a Delaware corporation


                            By:  /s/ Vernon J. Nagel
                               ------------------------------------------------
                                     Vernon J. Nagel, Executive Vice President,
                                     Finance

                                              [CORPORATE SEAL]


                                      -7-
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                                SCHEDULE "A"

                       QUARTERLY PRINCIPAL PAYMENT AMOUNTS


         Payment Date    Payment #                   Amount

         12/31/02          #1                        $175,000

         03/31/03          #2                        $180,000

         06/30/03          #3                        $180,000

         09/30/03          #4                        $180,000

         12/31/03          #5                        $180,000

         03/31/04          #6                        $185,000

         06/30/04          #7                        $186,000

         09/30/04          #8                        $186,000

         12/31/04          #9                        $188,000

         03/31/05          #10                       $193,000

         06/30/05          #11                       $192,000

         09/30/05          #12                       Remaining Principal Balance


                                      -8-

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