0001193125-09-250011 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2009 • Acuity Brands Inc • Electric lighting & wiring equipment • New York

This REGISTRATION RIGHTS AGREEMENT dated December 8, 2009 (the “Agreement”) is entered into by and among Acuity Brands Lighting, Inc., a Delaware corporation (the “Company”), Acuity Brands, Inc., a Delaware corporation (the “Parent Guarantor”), ABL IP Holding LLC, a Georgia limited liability company (the “Subsidiary Guarantor” and, together with the Parent Guarantor, the “Guarantors”), and Banc of America Securities LLC (“Banc of America”), J.P. Morgan Securities Inc. (“J.P. Morgan”) and other initial purchasers (the “Initial Purchasers”).

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ACUITY BRANDS LIGHTING, INC. as Issuer, ACUITY BRANDS, INC., as Parent Guarantor, ABL IP HOLDING LLC, as a Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.00% Senior Notes due 2019 INDENTURE Dated as of December 8, 2009
Indenture • December 9th, 2009 • Acuity Brands Inc • Electric lighting & wiring equipment • New York

INDENTURE, dated as of December 8, 2009 among ACUITY BRANDS LIGHTING, INC., a Delaware corporation (the “Company”), ACUITY BRANDS, INC., a Delaware corporation, as guarantor (the “Parent Guarantor”), ABL IP HOLDING LLC, a Georgia limited liability company, as guarantor (“ABL IP Holding” and, together with the Parent Guarantor, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

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