EX-10(N)



 






Exhibit 10(n)




THIRD AMENDMENT TO PRIVATE LABEL

BUSINESS CREDIT PROGRAM AGREEMENT




     This Third Amendment to Private Label Business Credit Program Agreement
(“Amendment”) is made effective as of the 7th day of October
2005, by and between 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, and amends that certain Private Label
Business Credit Program Agreement, dated December 16, 2003, by and among Bank and
the LESCO Parties (as amended by that certain First Amendment to Private Label
Business Credit Program Agreement, dated December 29, 2003, and by that certain
Second Amendment to Private Label Business Credit Program Agreement, dated _________,
2005, and as may otherwise have been amended, the “Agreement”).



RECITALS:




     WHEREAS, Bank and the LESCO Parties desire to amend the provisions of the
Agreement relating to the financial covenant set forth therein in conjunction
with the amending and restating of LESCO’s working capital credit facility.



     NOW THEREFORE, in consideration of the following terms and conditions, and
for good and valuable consideration the receipt and sufficiency of which is
acknowledged, the LESCO Parties and Bank agree as follows:



I.       AMENDMENTS TO AGREEMENT




     (a)       Amendment to Schedule 6.7(c). The “Fixed Charge Coverage
Ratio” covenant set forth in Schedule 6.7(c) is hereby deleted in its
entirety and replaced with the following:




Fixed Charge Coverage Ratio, At the end of each fiscal quarter of
LESCO commencing with the fiscal quarter ending December 31, 2005, LESCO,
on a consolidated basis, shall maintain a Fixed Charge Coverage Ratio for
the immediately preceding four fiscal quarters, of not less than 1.00 to
1.00. With respect to each of the following charges, such charges shall not
be taken into account in calculating the Fixed Charge Coverage ratio for
the fiscal quarter(s) in which such charges occur (without duplication):
(i) fees and costs incurred by LESCO during such quarter(s) in respect of
terminating or hedging any swap arrangement to which LESCO is a party, (ii)
proceeds of the sale of the Existing Accounts to LESCO, (iii) the costs and
expenses of LESCO in completing the sale of the Existing Accounts to Bank,
(iv) the costs and expenses of LESCO in amending and restating its credit
facility dated as of October 7, 2005 with PNC Bank, National Association,
as agent, (v) acceleration of expenses in connection with LESCO’s
restructuring effected in January 2002, (vi) the write-off of amounts
owing, but not paid, in respect of Excluded Accounts (as defined in the
Purchase Agreement), (vii) the amount(s) expended by LESCO to pay cash
dividends on or to redeem any of its capital stock; (viii) charges taken in
the fourth fiscal quarter of 2004 in an amount not in excess




 









 









of Five Million Two Hundred Thousand Dollars ($5,200,000) related to termination of LESCO’s
purchase of Novex product pursuant to that certain Asset Purchase Agreement, dated October 24, 2002, between KPAC Holdings, Inc., a Virginia corporation, as purchaser and LESCO as
seller (including charges taken for the termination payment made by LESCO to KPAC Holdings,
Inc., reductions in the value of Novex inventory, write-off of that certain promissory note,
dated November 4, 2002, made by KPAC Holdings, Inc. in favor of LESCO in the stated principal
amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), and related legal
expenses), and (ix) charges in the amount of Thirty-Five Million Dollars ($35,000,000) taken
in the fourth fiscal quarter of 2005 with respect to the sale of the assets pursuant to that
certain Asset Purchase Agreement dated as of July 26, 2005, as amended, between LESCO, as
seller, and Turf Care Supply Corp., a Delaware corporation, as buyer.



II.       GENERAL




     
(a)       Definitions. Capitalized terms used in this Amendment, unless defined herein, shall have the meanings specified in the Agreement.



     
(b)       Authority for Amendment. The execution, delivery and performance of this
Amendment 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.



     
(c)       Effect of Amendment. Except as specifically amended hereby, the Agreement,
and all terms contained therein, remains in full force and effect. The Agreement, as amended
by this Amendment, constitutes the entire understanding of the parties with respect to the subject matter hereof.



     
(d)       Binding Effect; Severability. Each reference herein to a party hereto shall be
deemed to include its successors and assigns, all of whom shall be bound by this Amendment
and in whose favor the provisions of this Amendment shall inure. In case any one or more of the
provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in
any way be affected or impaired thereby.



     
(e)       Further Assurances. The parties hereto agree to execute such other documents and
instruments and to do such other and further things as may be necessary or desirable for the
execution and implementation of this Amendment and the consummation of the transactions
contemplated hereby and thereby.



     
(f)       Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Utah.



     
(g)       Counterparts. This Amendment may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute but one agreement.
Transmission by facsimile of an executed counterpart of this Amendment shall be deemed to
constitute due and sufficient delivery of such counterpart; provided however, that the



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parties hereby agree to deliver to each other an original of such counterpart promptly after
delivery of the facsimile.



     (h)       Effective Date of Amendment. This Amendment shall become effective as of the
effective date set forth below when executed and delivered by the parties hereto.



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IN WITNESS WHEREOF, the LESCO Parties and Bank have caused this Amendment
to be executed by their respective duly authorized officers as of the date
set forth below.




     EFFECTIVE
DATE: October 7, 2005



	 	 	 	 	 
	 	BANK:





GE CAPITAL FINANCIAL INC.

 	 
	 	By:  	/s/
Gregory A. Laufer
 	 
	 	Name: 	Gregory A. Laufer	 
	 	Title: 	EVP 	 
	 
	 	LESCO:



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

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




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