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:
1.1. 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, con
