Amendment to Receivables Facility




 Exhibit 10(i)A(18) 
  
 AMENDMENT #3 TO CREDIT AND SECURITY AGREEMENT 
  
 THIS AMENDMENT, dated as of September 29, 2005 (this “Amendment”), is entered
into by and among (a) Acuity Enterprise, inc., a Delaware corporation, and Acuity Unlimited, Inc., a Delaware corporation, as Borrowers, (b) Acuity Specialty Products Group, Inc., a Delaware corporation, and Acuity Lighting Group, Inc., a
Delaware corporation, as initial Servicers, (c) Blue Ridge Asset Funding Corporation, a Delaware corporation, and (d) Wachovia Bank, National Association, individually and as agent (in such agency capacity, together with its successors and
assigns in such capacity, the “Agent”), and pertains to the credit and security agreement dated as of september 2, 2003 among the parties hereto, as amended (the “Existing Agreement”). Unless
defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned thereto in the Existing Agreement. 
  
 PRELIMINARY STATEMENT 
  
 Each of the parties desires to amend the Existing Agreement on the terms and subject to the conditions hereinafter set forth. 
  
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1. Amendment. The following definition in Exhibit I to the Existing Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “Amortization Date” means the earliest to occur of (i) the Business Day
immediately prior to the occurrence of an Event of Bankruptcy with respect to any Loan Party, (ii) the Business Day specified in a written notice from the Agent following the occurrence and during the continuation of any other Amortization
Event, (iii) the date which is 10 Business Days after the Agent’s receipt of written notice from a Borrower that it wishes to terminate the facility evidenced by this Agreement, and (iv) September 28, 2006. 
  
 2. Conditions Precedent to Effectiveness. The effectiveness of this
Amendment is subject to the condition precedent that the Agent shall have received (a) counterparts hereof duly executed by each of the parties hereto, and (b) a fully-earned and non-refundable renewal fee of $10,000 in immediately
available funds. 
  
 3. Scope of Amendment. Except as
expressly amended hereby, the Existing Agreement remains in full force and effect in accordance with its terms, and this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the other terms, conditions,
obligations, covenants or agreements contained in the Existing Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. 
  
 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. 










 5. Counterparts. This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 
  
 [Signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof. 
  

			
	 ACUITY ENTERPRISE, INC.

		
	By:	 	/s/    VERNON J. NAGEL        
	 Name:
	 	Vernon J. Nagel
	 Title:
	 	Chairman of the Board and Chief Executive Officer
	
	 ACUITY UNLIMITED, INC.

		
	By:	 	/s/    VERNON J. NAGEL        
	 Name:
	 	Vernon J. Nagel
	 Title:
	 	Chairman of the Board and Chief Executive Officer
	
	 ACUITY LIGHTING GROUP, INC.,
AS A SERVICER

		
	By:	 	/s/    VERNON J. NAGEL        
	 Name:
	 	Vernon J. Nagel
	 Title:
	 	Chairman of the Board
	
	 ACUITY SPECIALTY PRODUCTS GROUP, INC.,
AS A SERVICER

		
	By:	 	/s/    VERNON J. NAGEL        
	 Name:
	 	Vernon J. Nagel
	 Title:
	 	Chairman of the Board

  

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	 BLUE RIDGE ASSET FUNDING CORPORATION

	 BY:
	 	WACHOVIA CAPITAL MARKETS, LLC,
ITS ATTORNEY-IN-FACT
		
	By:	 	/s/    DOUGLAS R. WILSON,
SR.        
	 Name:
	 	Douglas R. Wilson, SR.
	 Title:
	 	Vice President

  

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	 WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Liquidity Bank and as Agent

		
	By:	 	/s/    CECIL NOBLE        
	 Name:
	 	Cecil Noble
	 Title:
	 	Vice President

  

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