EX-10(M)



 




[GE LOGO]



Exhibit 10(m)




GE Capital Financial



GE Capital Financial Inc.

4246 South Riverboat Road, Salt Lake City, UT 84123

801 517-5000




February 12, 2004




LESCO, Inc

15885 Sprague Road

Strongsville, Ohio 44136

Attention: Jeff Rutherford, Chief Financial Officer




Re: Credit Based Promotion Pricing Adjustments




Jeff:



Reference is made to that certain Private Label Business Credit
Program Agreement, dated as of December 16, 2003 (the “Program
Agreement”) by and among LESCO, Inc., an Ohio corporation
(“LESCO”), LESCO Services, Inc., an Ohio corporation (“LSI”), AIM Lawn
& Garden Products, Inc, an Ohio corporation (“AIM”), and LESCO
Technologies, LLC, a Nevada limited liability company (“LTLLC” and
together with LESCO, LSI and AIM, the “LESCO Parties”), on the
one hand, and GE Capital Financial Inc, a Utah industrial loan
corporation (“Bank”), on the other. Capitalized terms not otherwise
defined herein shall have the meaning given to such terms set forth in
the Program Agreement.



As you know, the Program Agreement contemplates that the LESCO Parties
and Bank may, from time to time offer credit based promotions to the
commercial customers of the LESCO Parties. The terms of those
promotions available as of the Program Commencement Date are set forth
on Schedule 3.5(d) of the Program Agreement. You have requested that
Bank amend Schedule 3.5(d) to provide for additional credit based
promotions covering four and five month deferred payment periods.
Subject to the terms and conditions contained in this letter agreement,
Bank is willing to provide such additional credit based promotions. The
newly added credit based promotions and the corresponding Promotional
Fee Percentages and interest rate adjustments are set forth on the
attached amended Schedule 3.5(d), which is hereby incorporated by
reference into the Program Agreement.



Except as specifically amended hereby, the Program Agreement, and all
terms contained therein, remains in full force and effect and the
newly added credit based promotions reflected in the attached amended
Schedule 3.5(d) shall be subject to the terms and conditions of the
Program Agreement, including the re-pricing and interest adjustment
provisions of Article 3. The Program Agreement, as amended by this
letter agreement, constitutes the entire understanding of the parties
with respect to the subject matter hereof.



This letter agreement may be executed in counterparts, each of which
shall constitute an original, but all of which, when taken together,
shall constitute but one agreement.




 









 







The execution, delivery and performance of this letter agreement has been duly
authorized by all requisite corporate action on the part of the LESCO Parties
and Bank and upon execution by each party, will constitute a legal, binding
obligation thereof.




	 	 	 	 	 
	 	Very truly yours,





GE CAPITAL FINANCIAL INC.

 	 
	 	By:  	/s/  Brent P. Wallace
 	 
	 	 	Name:  	Brent P. Wallace 	 
	 	 	Title:  	Executive Vice President-CFO 	 
	 



Acknowledged and agreed to this 27th day of February, 2004




			 	 	 
	 	THE LESCO PARTIES: 



LESCO, INC.

 	 
	 	By:  	/s/  Jeffrey Rutherford
 	 
	 	 	Name:  	Jeffrey Rutherford 	 
	 	 	Its:  Senior Vice President and Chief Financial Officer 	 
	 
	 	LESCO SERVICES, INC.

 	 
	 	By:  	/s/ Jeffrey Rutherford
 	 
	 	 	Name:  	Jeffrey Rutherford 	 
	 	 	Its:      Vice President and Chief Financial Officer 	 
	 
	 	LESCO TECHNOLOGIES, LLC

 	 
	 	By:  	/s/ Jeffrey Rutherford
 	 
	 	 	Name:  	Jeffrey Rutherford 	 
	 	 	Its:       Vice President and Chief Financial Officer 	 
	 
	 	AIM LAWN & GARDEN PRODUCTS, INC.

 	 
	 	By:  	/s/ Jeffrey Rutherford
 	 
	 	 	Name:  	Jeffrey Rutherford 	 
	 	 	Its:       Vice President and Chief Financial Officer 	 
	 




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SCHEDULE 3.5(d)

To

Business Credit Program Agreement




Initial Promotional Fee Percentages

Available as of the Program Commencement Date



I.  Promotional Fee Percentages. The following chart sets forth the
Promotional Fee Percentages applicable to the Program as of the Program Commencement
Date. Also set forth are the Interest Rate Adjustments contemplated by Section 3.6.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Based Promotions	 	Promotional Fee Percentages	 	Interest Rate	 	Interest Rate
	 	 	 	 	 	 	 	 	 	 	Adjustment Per	 	Adjustment Per 25
	 	 	 	 	 	 	 	 	 	 	25 Basis Points	 	Basis Points
	Deferred Payment Periods	 	Prox Accounts	 	BRC Accounts	 	Prox Accounts	 	BRC Accounts
	3 Months
	 	 	2.81	%	 	 	2,79	%	 	7bps	 	4bps
	4 Months
	 	 	3.40	%	 	 	4.68	%	 	9bps	 	7bps
	5 Months
	 	 	3.96	%	 	 	6.16	%	 	11bps	 	9bps
	6 Months
	 	 	4.59	%	 	 	7.67	%	 	13bps	 	11bps
	7 Months
	 	 	4.99	%	 	 	8.61	%	 	15bps	 	12bps
	8 Months
	 	 	5.47	%	 	 	10.24	%	 	17bps	 	14bps
	9 Months
	 	 	5.90	%	 	 	11.45	%	 	19bps	 	16bps







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