<PAGE>
Exhibit 10.7
Intercompany Promissory Notes
Index
1. Promissory Note in the principal amount of $907,733, dated May 31, 1995,
payable by Architectural Area Lighting Inc. to USI Global Corp., assignee of
USI American Holdings, Inc., as amended.
2. Promissory Note in the principal amount of $101,121,600, dated May 31, 1995,
payable by JWSP Holdings, Inc. (now known as LCA Group Inc.) to USI Global
Corp., assignee of USI American Holdings, Inc., as amended.
3. Promissory Note in the principal amount of $28,757,562, dated June 1, 1995,
payable by JWSP Holdings, Inc. (now known as LCA Group Inc.) to USI Global
Corp., assignee of USI American Holdings, Inc., as amended.
4. Promissory Note in the principal amount of $33,899,733, dated May 31, 1995,
payable by Kim Lighting, Inc. to USI Global Corp., assignee of USI American
Holdings, Inc., as amended.
5. Promissory Note in the principal amount of $30,336,000, dated June 1, 1995,
payable by Progress Lighting Inc. to USI Global Corp., assignee of USI
American Holdings, Inc., as amended.
6. Promissory Note in the principal amount of $6,554,300, dated October 6,
1999, payable by Spear & Jackson plc to U.S. Industries, Inc.
<PAGE>
PROMISSORY NOTE
$907,733 May 31, 1995
For value received, the undersigned, ARCHITECTURAL AREA LIGHTING, INC.
("Maker"), hereby promises to pay to the order of USI AMERICAN HOLDINGS, INC.
("Payee"), or registered assigns, the principal sum of $907,733 (the "Principal
Sum"). From the date hereof until repayment in full of the Principal Sum, the
unpaid Principal Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory Note
shall be made in lawful money of the United States, in immediately available
funds, at the office of Payee or at any other place Payee may designate by
written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an transfer of this
Promissory Note. The Company may treat the registered holder of this Promissory
Note as the owner for all purposes. This Promissory Note may be transferred in
whole or in part by the registered holder thereof upon presentment thereof to
Maker for registration and transfer, duly endorsed or accompanied by a proper
instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
ARCHITECTURAL AREA LIGHTING, INC.
By: /s/ George H. MacLean
---------------------------------
Name:
Title:
ATTEST:
By: /s/ Steven C. Barre
------------------------------------
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are ARCHITECTURAL AREA LIGHTING, INC.
("Maker"), and USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $907,733 to
Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest rate
set forth in the Note is hereby amended from 9% per annum to
7.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this
Agreement shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee agrees
to cause an original executed copy of this Agreement to be
attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
ARCHITECTURAL AREA LIGHTING, INC.
/s/ George H. MacLean
---------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
---------------------------------
Vice President
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are ARCHITECTURAL AREA LIGHTING, INC.
("Maker"), and USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $907,733 to
Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 7.5% per
annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this
Agreement shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this Agreement
to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
ARCHITECTURAL AREA LIGHTING, INC.
/s/ George H. MacLean
---------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
---------------------------------
Vice President
<PAGE>
PROMISSORY NOTE
$101,121,600 May 31, 1995
For value received, the undersigned, JWSP HOLDINGS, INC. ("Maker"),
hereby promises to pay to the order of USI AMERICAN HOLDINGS, INC. ("Payee"), or
registered assigns, the principal sum of $101,121,600 (the "Principal Sum").
From the date hereof until repayment in full of the Principal Sum, the unpaid
Principal Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an
transfer of this Promissory Note. The Company may treat the registered holder of
this Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
JWSP HOLDINGS, INC.
By: /s/ George H. MacLean
-----------------------------------
Name:
Title:
ATTEST:
By: /s/ Steven C. Barre
-----------------------------------
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are JWSP HOLDINGS, INC. ("Maker"), and
USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $101,121,600
to Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms
of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 9% per
annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this
Agreement shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this Agreement
to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996 .
JWSP HOLDINGS, INC.
/s/ George H. MacLean
---------------------------------------
Vice President
USI AMERICAN HOLDINGS, INC,
/s/ George H. MacLean
---------------------------------------
Vice President
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are JWSP HOLDINGS, INC. ("Maker"), and
USI AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $101,121,600
to Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a
Note Amendment Agreement dated as of January 1, 1996, and the parties desire to
amend the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement the interest rate
set forth in the Note is hereby amended from 7.5% per
annum to 6.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this
Agreement shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this Agreement
to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
JWSP HOLDINGS, INC.
/s/ George H. MacLean
-------------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
-------------------------------------
Vice President
<PAGE>
PROMISSORY NOTE
$28,757,562.00 June 1, 1995
For value received, the undersigned, JWSP HOLDINGS INC., a Delaware
corporation ("Maker"), hereby promises to pay to the order of USI AMERICAN
HOLDINGS, INC., a Delaware corporation ("Payee"), or registered assigns, the
principal sum of $28,757,562.00 (the "Principal Sum"). From the date hereof
until repayment in full of the Principal Sum, the unpaid Principal Sum shall
bear interest at a rate of 9%, per annum.
The Principal Sum shall be due and payable on September 15, 2005 and
may be prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration and
transfer of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
JWSP HOLDINGS INC.
By: /s/ George H. MacLean
--------------------------------
George H. MacLean
Vice President
ATTEST:
By: /s/ Steven C. Barre
------------------------------
Steven C. Barre
Assistant Secretary
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are JWSP HOLDINGS INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $28,757,562 to
Payee on June 1, 1995 the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. Effective as of the date of this Agreement, the interest
rate set forth in the Note is hereby amended from 9% per
annum to 7.5% per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this
Agreement shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not
heretofore sold the Note to any other party, and Payee
agrees to cause an original executed copy of this
Agreement to be attached to the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
JWSP HOLDINGS INC.
/s/ George H. MacLean
------------------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
-------------------------------------
Vice President
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are JWSP HOLDINGS INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $28,757,562 to
Payee on June 1, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5% per annum to 6.5%
per annum.
2. Except as amended by this Agreement the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997,
JWSP HOLDINGS INC.
/s/ George H. MacLean
---------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
---------------------------
Vice President
<PAGE>
PROMISSORY NOTE
$33,899,733 May 31, 1995
For value received, the undersigned, KIM LIGHTING, INC. ("Maker"), hereby
promises to pay to the order of USI AMERICAN HOLDINGS, INC. ("Payee"), or
registered assigns, the principal sum of $33,899,733 (the "Principal Sum").
From the date hereof until repayment in full of the Principal Sum, the
unpaid Principal Sum shall bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker.
Maker shall cause to be kept a register for the registration an transfer of
this Promissory Note. The Company may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
KIM LIGHTING, INC,
By: /s/ George H. MacLean
-----------------------------
Name:
Title:
ATTEST:
By: /s/ Steven C. Barre
--------------------------------
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are KIM LIGHTING, INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $33,899,733 to
Payee on May 31, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
KIM LIGHTING, INC.
/s/ George H. MacLean
--------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
--------------------------
Vice President
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are KIM LIGHTING, INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $33,899,733 to
Payee on May 31, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5% per annum to 6.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to
the Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1997.
KIM LIGHTING, INC.
/s/ George H. MacLean
--------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
--------------------------
Vice President
<PAGE>
PROMISSORY NOTE
$30,336,000.00 June 1, 1995
For value received, the undersigned, PROGRESS LIGHTING INC., a Delaware
corporation ("Maker"), hereby promises to pay to the order of USI AMERICAN
HOLDINGS INC., a Delaware corporation ("Payee"), or registered assigns, the
principal sum of $30,336,000.00 (the "Principal Sum"). From the date hereof
until repayment in full of the Principal Sum, the unpaid Principal Sum shall
bear interest at a rate of 9% per annum.
The Principal Sum shall be due and payable on September 15, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on each September 15 for so long as this
Promissory Note remains outstanding and on the date the Principal Sum is paid in
full.
The payment of the Principal Sum and the interest under this Promissory
Note shall be made in lawful money of the United States, in immediately
available funds, at the office of Payee or at any other place Payee may
designate by written notice delivered to Maker,
Maker shall cause to be kept a register for the registration and transfer
of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York,
PROGRESS LIGHTING INC.
By: /s/ George H. MacLean
---------------------------
George H. MacLean
Vice President
ATTEST:
By: /s/ Steven C. Barre
----------------------------
Steven C. Barre
Assistant Secretary
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are PROGRESS LIGHTING INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $30,336,000 to
Payee on June 1, 1995 (the "Note"), and the parties desire to amend the terms of
the Note as set forth below;
THEREFORE, for good and valuable consideration, it is agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 9% per annum to 7.5% per
annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
January 1, 1996.
PROGRESS LIGHTING INC.
/s/ George H. MacLean
---------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
---------------------------
Vice President
<PAGE>
NOTE AMENDMENT AGREEMENT
The parties to this Agreement are PROGRESS LIGHTING INC. ("Maker"), and USI
AMERICAN HOLDINGS, INC. ("Payee").
WHEREAS, Maker issued a Promissory Note in the amount of $30,336,000 to
Payee on June 1, 1995 (the "Note"), which Note was amended pursuant to a Note
Amendment Agreement dated as of January 1, 1996, and the parties desire to amend
the terms of the Note as set forth below;
THEREFORE, for good and valuable consideration, it as agreed as follows:
1. Effective as of the date of this Agreement, the interest rate set
forth in the Note is hereby amended from 7.5% per annum to 6.5%
per annum.
2. Except as amended by this Agreement, the Note shall remain
unchanged and in full force and effect. Nothing in this Agreement
shall be construed as a novation of the Note.
3. Payee hereby represents and warrants that it has not heretofore
sold the Note to any other party, and Payee agrees to cause an
original executed copy of this Agreement to be attached to the
Note.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of January 1, 1997.
PROGRESS LIGHTING INC,
/s/ George H. MacLean
------------------------
Vice President
USI AMERICAN HOLDINGS, INC.
/s/ George H. MacLean
------------------------
Vice President
<PAGE>
PROMISSORY NOTE
$6,554,300.00 October 6, 1999
FOR VALUE RECEIVED, the undersigned, Spear & Jackson Plc ("Maker"),
hereby promises to pay to the order of U.S. Industries, Inc., ("Payee"), or
registered assigns, the principal sum of Six Million, Five Hundred Fifty Four
Thousand, Three Hundred Dollars ($6,554,300.00) (the "Principal Sum"). From the
date hereof until repayment in full of the Principal Sum, the unpaid Principal
Sum shall bear interest at a rate of 6.25% per annum.
The Principal Sum shall be due and payable on October 6, 2005 and may be
prepaid in whole or in part at any time before such date. Interest on the
Principal Sum shall be due and payable on the date the Principal Sum is paid
in full.
The payment of the Principal Sum and Interest under this Promissory Note
shall be made in lawful money, in immediately available funds, at the office of
the Payee or at any other place Payee may designate by written notice delivered
to Maker.
Maker shall cause to be kept a register for the registration and transfer
of this Promissory Note. Maker may treat the registered holder of this
Promissory Note as the owner for all purposes. This Promissory Note may be
transferred in whole or in part by the registered holder thereof upon
presentment thereof to Maker for registration and transfer, duly endorsed or
accompanied by a proper Instrument of transfer.
This Promissory Note shall be governed by, and construed in accordance
with, the Internal laws of the State of New York.
Spear & Jackson Plc
By: /s/ Donald G. Hardman
------------------------------
Donald G. Hardman
Assistant Treasurer
ATTEST:
By: /s/ Steven C. Barre
---------------------------
Steven C. Barre
Secretary
