EXHIBIT 10.22





AMENDMENT
NO. 2 TO CREDIT AGREEMENT





| | This AMENDMENT NO. 2 TO CREDIT AGREEMENT is made and entered into as of December 31, 2001, by and among CENTURY MAINTENANCE SUPPLY, INC., a Delaware
corporation (the Borrower), and the Required Lenders (as defined in Article I of the Credit Agreement).
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RECITALS





A.    The Borrower, the Lenders (as defined in Article I of the Credit Agreement),
Salomon Brothers Inc, and Citicorp USA, Inc., entered into a Credit Agreement dated as of July 8, 1998 (as amended and otherwise modified to the date hereof, the Credit Agreement). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement.





B.    The Borrower requested
certain changes to the Credit Agreement, and has agreed to certain changes to other provisions of the Credit Agreement.





C.    The Required Lenders are willing to so amend the Credit Agreement on the terms and conditions set forth herein.





D.    The Borrower and the Required Lenders are entering into this Amendment pursuant to Section 9.08(b) of the Credit Agreement.





AGREEMENTS





In consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Required Lenders agree as follows:





SECTION 1.Defined Terms.  The definition of EBITDA in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:





EBITDA means, (except as otherwise indicated), for any period, an amount equal to, for the Borrower and its
consolidated Restricted Subsidiaries, (a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period: (i) the provision for taxes based on income or profits or utilized in
computing net loss, (ii) Consolidated Interest Expense, (iii) depreciation, (iv) amortization, (v) solely for fiscal year 2001, inventory writeoffs that are up to $1,000,000 and (vi) any other non-cash items (other than any such non-cash item to the
extent that it represents an accrual of or reserve for cash expenditures in any future period), minus (b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in
the receipt of




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cash payments in any future period). Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would not be prohibited at the date of determination from being dividended to the Borrower by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of any consensual restriction.





SECTION 2.Investments, Loans and
Advances.  Subsection (e) of Section 6.03 of the Credit Agreement is amended in its entirety to read as follows:





(e)  Investments made in connection with Permitted Acquisitions;





SECTION
3.    Mergers, Consolidations, Sales of Assets and Acquisitions.  Subsection (c) of Section 6.04 of the Credit Agreement is amended in its entirety to read as follows:





(c)  The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, lease, or otherwise acquire (in one
transaction or a series of transactions) any Assets or Capital Stock of any person other than in the ordinary course of the Borrowers business, or in connection with a Permitted Acquisition.





SECTION 4.Debt/Adjusted EBITDA Ratio.  Section 6.10 of the Credit Agreement is amended in its entirety to read
as follows:





SECTION 6.10Debt/Adjusted EBITDA Ratio.  The
Debt/Adjusted EBITDA Ratio shall not exceed the following amounts as of the ends of fiscal quarters of the Borrower ending nearest to the following dates:





Fiscal QuarterEnding Nearest to

Debt/Adjusted EBITDA Ratio1998

1999

2000

2001

2002

2003

2004

2005March 31



4.25

3.50

3.25

2.85

2.25

2.00

2.00June 30



4.25

3.50

3.25

2.85

2.25

2.00

2.00September 30

4.25

4.25

3.50

3.25

2.85

2.00

2.00

2.00December 31

4.25

3.50

3.25

2.75

2.25

2.00

2.00

2.00





and thereafter, 2.00.





SECTION 5. Minimum EBITDA. Section 6.11 of the Credit Agreement is amended in its entirety to read as follows:





SECTION 6.11. Minimum EBITDA. The EBITDA for the fiscal year of the Borrower shall not be less than the following amounts as of the end of the following fiscal
years:




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Fiscal YearEnding Nearestto December 31,

Minimum EBITDA2000

$29,000,0002001

30,000,0002002

28,000,0002003

44,000,0002004

50,000,0002005 and thereafter

58,000,000





SECTION 6.Fixed Charge Coverage
Ratio.  Section 6.13 of the Credit Agreement is amended in its entirety to read as follows:





SECTION 6.13Fixed Charge Coverage Ratio.  The Fixed Charge Coverage Ratio for the period of four fiscal quarters ending nearest to each of the following dates, shall not be less than the following
ratios:





Fiscal QuarterEnding Nearest to

Fixed Charge Coverage Ratio2000

2001

2002

2003

2004

2005March 31

1.20

1.10

1.00

1.00

1.05

1.05June 30

1.20

1.10

1.00

1.00

1.05

1.05September 30

1.20

1.10

1.00

1.05

1.05

1.05December 31

1.10

1.10

1.00

1.05

1.05

1.05





and thereafter, 1.05.





SECTION 7.Binding Effect and Effectiveness.  This Amendment may be executed in as many counterparts as may be convenient and shall become binding
when the Borrower, and the Required Lenders have each executed and delivered at least one counterpart, and shall become effective upon satisfaction of the following condition precedent: the Borrower shall have paid to each Lender that executes this
Agreement an amendment fee equal to 0.25% of such Lenders Revolving Credit Commitment and outstanding Term Loans as of the date of this Amendment.





SECTION 8.Governing Law.  This Amendment shall be a contract made under and governed by the laws of the State of New York, without regard to the conflicts of law provisions
thereof.





SECTION 9.Reference to Credit Agreement.  Except as amended hereby, the
Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all




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respects. On and after the effectiveness of the amendment to the Credit Agreement accomplished hereby, each reference in the Credit Agreement, to this
Agreement, hereunder, hereof, herein or words of like import, and each reference to the Credit Agreement shall be deemed a reference to the Credit Agreement, as amended hereby, as the case may be.





IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit Agreement to be duly executed by their
respective officers as of the date first above written.





CENTURY MAINTENANCE SUPPLY, INC.by

/s/  RICHARD PENICKName:   Richard Penick Title:    Vice-President








Acknowledged by:CITICORP USA, INC., as Administrative Agent and Collateral Agentby

/s/  SUZANNE CRYMESName:   Suzanne Crymes Title:    Vice President





SALOMON SMITH BARNEY INC., as Arranger, Advisor and Syndication Agent,by

/s/  SUZANNE CRYMESName:   Suzanne Crymes Title:    Attorney-in-Fact




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LENDERS





CITICORP USA, INC.By:

/s/    SUZANNE CRYMESName:   Suzanne Crymes Title:    Vice President





AIM FLOATING RATE FUNDBy: INVESCO Senior Secured Management, Inc. As Attorney in factBy:

/s/    ANNE M.
MCCARTHYName:   Anne M. McCarthy Title:    Authorized Signatory





FIRST UNION NATIONAL BANKBy:

/s/    MARK B. FELKERName:   Mark B. Felker Title:    Senior Vice President





ING US CAPITAL CORPORATIONBy:Name: Title:





KZH ING - 1 L.L.C.By:Name: Title:




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KZH ING-2 L.L.C.By:

/s/    ANTHONY IARROBINOName:   Anthony Iarrobino Title:    Authorized Agent





ROYAL BANK OF CANADA,By:

/s/    SUZANNE KAICHERName:   Suzanne Kaicher Title:    Manager





KZH SOLEIL-2 L.L.C.,By:

/s/    ANTHONY IARROBINOName:   Anthony Iarrobino Title:    Authorized Agent





TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY,By:

/s/    BILL HENRICKSONName:   Bill Henrickson Title:    Vice President





WELLS FARGO BANK,By:

/s/    S. MICHAEL ST.
GEMEName:   S. Michael St. Geme Title:    Vice President





DRESDNER BANK AG, New York and Grand Cayman BranchesBy:

/s/    FARAAZ KAMRANName:   Faraaz Kamran Title:    Assistant Vice President





By:

/s/    GABRIELA FIELDSName:   Gabriela Fields Title:    Associate







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GALAXY CLO 1999-1 LTD,By:

/s/    THOMAS G. BRANDTName:   Thomas G. Brandt Title:    Authorized Agent





KZH CYPRESSTREE-1 LLCBy:

/s/    ANTHONY IARROBINOName:   Anthony Iarrobino Title:    Authorized Agent





KZH STERLING LLCBy:

/s/    ANTHONY IARROBINOName:   Anthony Iarrobino Title:    Authorized Agent





SEQUILS-CENTURION V. LTD.,By:

/s/    MICHAEL M. LEYLANDName:   Michael M. Leyland Title:    Managing Director





CENTURION CDO II, LTD.,By: American Express Asset Management Group Inc, as Collateral ManagerBy:

/s/    MICHAEL M. LEYLANDName:   Michael M. Leyland Title:    Managing Director










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SEQUILS-ING 1 (HBDGM), LTD.,By ING Capital Advisors, LLC, as Collateral ManagerBy:

/s/    KURT WEGLEITNERName:   Kurt Wegleitner Title:    Sr. Vice President





ENDURANCE CLO I, LTD.,By ING Capital Advisors, LLC, as Portfolio ManagerBy:

/s/    KURT WEGLEITNERName:   Kurt Wegleitner Title:    Sr. Vice President




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