EX-10(C)



 





Exhibit 10(c)




	 	 	 	 	 
	 
	 	SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
	 	 
	 
	 	 	 	 





     This Second Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made and entered into as of
March 14, 2007 by and among LESCO, INC., an Ohio corporation, LESCO SERVICES, INC., an Ohio corporation, AIM LAWN & GARDEN PRODUCTS,
INC., an Ohio corporation, and LESCO TECHNOLOGIES, LLC, a Nevada limited liability company (collectively, the “Borrowers”), the Lenders
party to the Agreement (as defined below, NATIONAL CITY BUSINESS CREDIT, INC., an Ohio corporation, as agent for the Lenders (the
“Agent”), and NATIONAL CITY BANK, a national banking association, as the Issuer.



	 	 	 	 	 
	 
	 	PRELIMINARY STATEMENTS
	 	 
	 
	 	 	 	 





     A. The Borrowers, the Agent, the Lenders and the Issuer have entered into that certain Revolving Credit and Security
Agreement dated as of September 27, 2006, as amended by that certain First Amendment to Revolving Credit and Security Agreement dated
as of December 28, 2006 (as amended, the “Agreement”).



     B. The Borrowers, the Agent, the Lenders and the Issuer desire to amend the Agreement pursuant to the terms and conditions of this
Amendment.



     C. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement.



     NOW, THEREFORE, for valuable consideration received to their mutual satisfaction, the Borrowers, the Agent, the Lenders and the Issuer
hereby agree as follows:



     1. Amendment to Article X — Events of Defaults. Article X of the Agreement is hereby amended by deleting Section 10.21 in its entirety
and replacing it with the following:




     10.21 Revolving Advance Paydown. Failure of the Borrowers to (a) pay no later than May 31, 2007 that portion of the Revolving Advances such
that the outstanding balance thereof does not exceed $10,000,000 and to keep such outstanding balance equal to or less than $10,000,000 for at least
15 consecutive days thereafter; and (b) pay in full all outstanding Revolving Advances no later than August 31, 2007 and to maintain a $0 Revolving Advance balance
for at least 60 consecutive days thereafter.



     2. Fees
and Expenses. The Borrowers hereby agree to reimburse the Agent and the Lenders for all reasonable out-of-pocket costs, fees
and expenses incurred in connection with this Amendment, including, without limitation, reasonable attorneys’ fees.



     3. Release of Claims. In consideration of this Amendment, the Borrowers hereby release and discharge the Agent, the Lenders and their respective
shareholders, directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, demands, liability and causes of action
whatsoever, now known or unknown, arising prior to the date hereof out of or in any way related to the extension or administration of the Obligations
of the Borrowers, the Agreement or any mortgage or security interest related thereto.



 









 





     4. No Change or Effect. The Borrowers, the Agent and the Lenders hereby agree to continue all liens and security interests securing the Obligations
until said Obligations, as modified herein, and any and all related promissory notes have been fully paid. The parties hereto further agree that this
Amendment shall in no manner affect or impair the liens and security interests evidenced by the Agreement, the Other Documents, and/or any other instruments
evidencing, securing or related to the Obligations. The Borrowers hereby acknowledge that all liens and security interests securing the Obligations are valid
and subsisting.



     5. Obligations Absolute. The Borrowers covenant and agree (a) to pay the balance of any principal, together with all accrued interest, as specified
above in connection with any promissory note executed and evidencing any indebtedness incurred in connection with the Agreement, as modified by this
Amendment pursuant to the terms set forth therein, and (b) except as modified by this Agreement or any other prior amendment to the Agreement, to perform and
observe covenants, agreements, stipulations and conditions on its part to be performed hereunder or under the Agreement and all Other Documents executed in
connection herewith or thereof.



     6. No Set Offs, Etc. The Borrowers hereby declare that the Borrowers have no set offs, counterclaims, defenses or other causes of action against
the Agent or the Lenders arising out of the Agreement or any Other Documents, and to the extent any such set offs, counterclaims, defenses or other
causes of action may exist, whether known or unknown, such items are hereby waived by the Borrowers.



     7. Counterparts; Facsimile. This Amendment may be executed in counterparts and all such counterparts shall constitute one agreement binding on
all the parties, notwithstanding that the parties are not signatories to the same counterpart. The parties may execute this Amendment by facsimile, and all
such facsimile signatures shall have the same force and effect as manual signatures delivered in person.



     8. Representations and Warranties. The Borrowers hereby represent and warrant to the Agent and the Lenders that (a) the Borrowers have the legal
power and authority to execute and deliver this Amendment, (b) the officials executing this Amendment have been duly authorized to execute and deliver
the same and bind the Borrowers with respect to the provisions hereof, (c) the execution and delivery hereof by the Borrowers and the performance and
observance by the Borrowers of the provisions hereof do not violate or conflict with the organizational agreements of the Borrowers or any law applicable
to the Borrowers or result in a breach of any provisions of or constitute a default under any other material agreement, instrument or document binding
upon or enforceable against the Borrowers, and (d) this Amendment constitutes a valid and binding obligation upon the Borrowers in every respect.



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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.



	 	 	 	 	 	 	 
	 	 	LESCO, INC.,

     an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	V.P., CFO and Treasurer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LESCO SERVICES, INC.,

     an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	V.P., CFO and Treasurer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AIM LAWN & GARDEN PRODUCTS, INC.,

     an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	V.P., CFO and Treasurer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LESCO TECHNOLOGIES, LLC,

     a Nevada corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A. Weisbarth	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	V.P., CFO and Treasurer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.,

     an Ohio corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Alexander	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Anthony Alexander	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 





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	 	 	NORTH FORK BUSINESS CAPITAL CORPORATION
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Doug Sherlag 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Doug Sherlag	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK,

     a national banking association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael McNeirney	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael McNeirney	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 






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