Amendment No. 4 to Receivables Facility




 EXHIBIT 10(i)A(20) 
 AMENDMENT #4 TO CREDIT AND SECURITY AGREEMENT 
 THIS AMENDMENT, dated as of
September 28, 2006 (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) Variable Funding Capital Company LLC, a Delaware limited liability company (as assignee of Blue Ridge Asset Funding
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.	Amendments. 

 1.1. Section 14.5(b) of
the Existing Agreement is hereby amended and restated in its entirety to read as follows: 
 (b) Unless otherwise agreed to in
writing by the Parent, each Lender and the Agent hereby agrees to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than its (or its Affiliates’) directors, officers,
employees, agents, attorneys, auditors, advisors, consultants or other representatives who reasonably require such information in connection with their activities concerning this Agreement or the transactions contemplated hereby and to actual or
potential Participants or Purchasing Liquidity Banks, and then only upon a confidential basis in any such case; provided, however, that Proprietary Information may be disclosed: (i) to the Agent or any other Lender, (ii) to
any provider of credit or liquidity enhancement to VFCC (each, an “Enhancer”), (iii) to the extent reasonably required in connection with any litigation to which the Agent, any Lender, any Enhancer or their respective
Affiliates may be a party, (iv) to the extent reasonably required in connection with the exercise of any remedy hereunder, (v) as required by law, rule, regulation, direction, request or order of any judicial, administrative or regulatory
authority or proceedings (whether or not having the force or effect of 









 
law), (vi) to bank regulatory authorities or other governmental authorities, (vii) to any rating agency that rates the commercial paper or other
debt securities of any Lender or any Enhancer, (viii) to any commercial paper dealer of any Lender or Enhancer which has agreed in writing to be bound by the provisions of this Section 14.5, and (ix) to any directors, officers,
employees, agents, attorneys, auditors, advisors, consultants or other representatives of the entities described in subsections (i), (ii) , (vi), (vii) or (viii) above who reasonably require such information in connection with their
activities concerning this Agreement or the transactions contemplated hereby (but only upon a confidential basis). 
 1.2. The
following definitions in Exhibit I to the Existing Agreement are hereby amended and restated in their entirety to read, respectively, 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 27, 2007. 
 “Monthly Reporting Date” means the 15th Business Day of each month after the date
of this Agreement or such other days of each month as the Agent shall request in connection with Section 8.5 hereof. 
 “Required Reserve Factor Floor” means, for any Calculation Period, the sum (expressed as a percentage) of (a) 23% plus (b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each
case, as of the immediately preceding Cut-Off Date. 
 1.3. The last sentence of the definition of “Obligor Concentration
Limit” is hereby amended and restated in its entirety to read as follows: 
 As of September 28, 2006, the
Special Concentration Limit for all Receivables owing from The Home Depot, Inc. and its Affiliates is 25% of aggregate Outstanding Balance of all Eligible Receivables, and the Special Concentration Limit for all Receivables owing from Rexel, Inc.
and its Affiliates is 8% of aggregate Outstanding Balance of all Eligible Receivables, provided that not more than 2% of the aggregate Outstanding Balance of the Eligible Receivables owing from all such special Obligors are denominated
in Canadian dollars. 
 1.4. Schedule A to the Existing Agreement is hereby amended and restated in its entirety to read as set forth
in Schedule A hereto. 
 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, (b) counterparts of a second 

  

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amended and restated Fee Letter, duly executed by each of the parties thereto and (c) 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/ Richard K. Reece

	Name:	 	 Richard K. Reece

	Title:	 	 Senior Vice President and
 Chief Financial Officer

	
	 ACUITY UNLIMITED, INC.

		
	By:	 	 /s/ Richard K. Reece

	Name:	 	 Richard K. Reece

	Title:	 	 Senior Vice President and
 Chief Financial Officer

	
	 ACUITY LIGHTING GROUP, INC., AS A SERVICER

		
	By:	 	 /s/ Richard K. Reece

	Name:	 	 Richard K. Reece

	Title:	 	 Executive Vice President

	
	 ACUITY SPECIALTY PRODUCTS GROUP, INC., AS A SERVICER

		
	By:	 	 /s/ Richard K. Reece

	Name:	 	 Richard K. Reece

	Title:	 	 Executive Vice President


  

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	 VARIABLE FUNDING CAPITAL COMPANY LLC
  
 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/ Michael J. Landry

	Name:	 	 Michael J. Landry

	Title:	 	 Vice President


  

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 SCHEDULE A 
 COMMITMENTS OF LIQUIDITY BANKS 
  

			
	 Liquidity Bank
	  	 Commitment

		
	Wachovia Bank, National Association	  	$100,000,000

  

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