EX-10.14



 Exhibit 10.14 

Execution Version 

FOURTH AMENDMENT 
 TO
CREDIT AGREEMENT 
 FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of October 20, 2015
to that certain Credit Agreement, dated as of December 23, 2013 (as amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in
the Credit Agreement), among SiteOne Landscape Supply Holding, LLC, a Delaware limited liability company (the “Parent Borrower”), SiteOne Landscape Supply, LLC, a Delaware limited liability company (the “OpCo
Borrower”), and the other Subsidiary Borrowers from time to time party to the Credit Agreement (together with the Parent Borrower, the OpCo Borrower and their respective successors and assigns, collectively, the “Borrowers”
and each individually, a “Borrower”), the Lenders party hereto and UBS AG, STAMFORD BRANCH, as administrative agent for the several banks and other financial institutions from time to time party to the Credit Agreement defined below
(in such capacity, the “Administrative Agent”). 
 W I T N E S S E
T H : 
 WHEREAS, the Borrowers wish to make certain amendments to the Credit Agreement set forth herein; 

WHEREAS, with respect to any Lender holding any Loan or Commitment under the Credit Agreement immediately prior to the Fourth Amendment
Effective Date (as hereinafter defined) whose executed counterpart of this Fourth Amendment has not been received by the Administrative Agent on a deadline as announced by the Administrative Agent to the Lenders (the “Non-Consenting
Lenders”), which deadline shall be at a time on or about October 20, 2015 (the “Consent Deadline”), pursuant to Section 11.1(g) of the Credit Agreement, the Borrower Representative requires that each such
Non-Consenting Lender assign all of its rights and obligations under the Credit Agreement and the Loan Documents, including such Non-Consenting Lender’s Loans and Commitments, to the other Lenders (including the Additional Lenders) that shall
assume such interests, rights and obligations; 
 WHEREAS, pursuant to Subsection 11.1 of the Credit Agreement, the Borrowers, the
Administrative Agent and the Lenders holding any Loan or Commitment under the Credit Agreement immediately prior to the Fourth Amendment Effective Date whose executed counterpart of this Fourth Amendment has been received by the Administrative Agent
by the Consent Deadline (the “Consenting Lenders”) have agreed to the amendment of the Credit Agreement on the terms and conditions set forth herein; and 

WHEREAS, the Consenting Lenders and the Additional Lenders, if any, after giving effect to any assignments pursuant to Subsection 11.1(g) of
the Credit Agreement as set forth above, represent Lenders holding 100% of the Loans and Commitments under the Credit Agreement; 







 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION ONE – L/C Fees
and Commitment Agreements and Credit Agreement Amendments. 
  

	(a)	Subject to the satisfaction of the conditions set forth in Section Two hereof: 

 (1) On
the Fourth Amendment Effective Date, with respect to each Letter of Credit issued by the Issuing Lender and outstanding on such date, the Parent Borrower shall pay in cash to the Administrative Agent, for the account of each Lender and the relevant
Issuing Lender entitled thereto, all L/C Fees in respect of such Letters of Credit accrued and unpaid from the date of the most recent L/C Fee Payment Date falling prior to the Fourth Amendment Effective Date to but not including the Fourth
Amendment Effective Date. 
 (2) The Letters of Credit outstanding on the Fourth Amendment Effective Date shall continue on and after the
Fourth Amendment Effective Date and (x) shall be deemed to constitute a utilization of the Commitments under the Credit Agreement (as amended by this Fourth Amendment) and (y) shall accrue letter of credit commissions and
fees in accordance with Subsection 3.3(a) of the Credit Agreement (as amended by this Fourth Amendment) on and after the Fourth Amendment Effective Date as if the Fourth Amendment Effective Date were a new date of issuance. 

(3) Upon the increase in the Commitments under the Credit Agreement pursuant to the Fourth Amendment becoming effective, each Lender
immediately prior to such increase that is providing less than its ratable share of the increase in the Commitments (each, a “Commitment Decrease Lender”) shall automatically and without further act be deemed to have assigned to
each Lender providing more than its ratable share of the increase in the Commitments, including each Additional Lender (as defined below) (each, a “Commitment Increase Lender”) a portion of, and each such Commitment Increase Lender
will automatically and without further act be deemed to have assumed a portion of, such Commitment Decrease Lender’s participations under the Credit Agreement in outstanding Letters of Credit such that on the Fourth Amendment Effective Date,
after giving effect to each such deemed assignment and assumption of such participations, the percentage of the aggregate outstanding participations in Letters of Credit issued under the Credit Agreement held by each Lender (including each such
Commitment Increase Lender) will equal an amount (expressed as a percentage) equal to (a) such Lender’s Commitment divided by (b) the aggregate Commitments of all Lenders. Such amounts are specified in Schedule A hereto.

 (4) Upon the increase in the Commitments under the Credit Agreement pursuant to the Fourth Amendment becoming effective, each Commitment
Decrease Lender shall assign to each Commitment Increase Lender, pursuant to Subsection 11.6 of the Credit Agreement, a portion of, and each such Commitment Increase Lender shall assume a portion of, such Commitment Decrease Lender’s
outstanding Loans under the Credit Agreement together with all obligations of the Borrowers owing to the Commitment Decrease Lenders relating to the Loans so assigned, such that on the Fourth Amendment Effective Date, after giving effect to


  
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each such assignment and assumption, the percentage of the aggregate outstanding Loans under the Credit Agreement held by each Lender (including each such Commitment Increase Lender) will equal
an amount (expressed as a percentage) equal to (a) such Lender’s Commitment divided by (b) the aggregate Commitments of all Lenders. 
  

	(b)	Subject to the satisfaction of the conditions set forth in Section Two hereof: 

 (1) The
introductory paragraph of the Credit Agreement is hereby amended by inserting the following text immediately after the text “dated as of December 23, 2013,”: 

“as amended by that certain First Amendment dated as of April 23, 2014, by that certain Second Amendment dated as of October 24,
2014, by that certain Third Amendment dated as of February 13, 2015 and by that certain Fourth Amendment dated as of October 20, 2015,”. 

(2) The following defined term shall be added to Subsection 1.1 of the Credit Agreement in the appropriate alphabetical order: 

“Fourth Amendment Effective Date”: October 20, 2015. 

(3) The definition of Applicable Margin in Subsection 1.1 of the Credit Agreement is hereby amended by deleting the first paragraph thereof in
its entirety and replacing it with: 
 “Applicable Margin”: a rate per annum equal to the rate set forth below for the
applicable type of Loan and opposite the applicable Average Daily Excess Availability Percentage: 
  

							
	 Level
	  	 Average Daily Excess
Availability Percentage
	  	Applicable Margin
	  	  	Alternate Base
Rate	 	Adjusted
LIBOR
	 I
	  	Less than or equal to 33%	  	1.00%	 	2.00%
				
	 II
	  	Greater than 33% but less than or equal to 66%	  	0.75%	 	1.75%
				
	 III
	  	Greater than 66% but less than or equal to 80%	  	0.50%	 	1.50%
				
	 IV
	  	Greater than 80%	  	0.25%	 	1.25%

 ; provided that Tranche A-1 Loans, the amount of which shall be adjusted automatically from time
to time as of the date of delivery of each Borrowing Base Certificate, shall bear interest at Adjusted LIBOR Rate or Alternate Base Rate, as applicable, plus the Applicable Margin set forth above plus 150 basis points. 

  
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 (4) The definition of Available Incremental Amount in Subsection 1.1 of the Credit Agreement is
hereby amended by replacing each reference to “$300,000,000” therein with “$425,000,000”. 
 (5) The definition of
Commitment in Subsection 1.1 of the Credit Agreement is hereby amended by deleting “$250,000,000” and replacing it with “$325,000,000”. 

(6) The definition of Loan Documents in Subsection 1.1 of the Credit Agreement is hereby amended by inserting the text “the First
Amendment to this Agreement dated as of April 23, 2014, the Second Amendment to this Agreement dated as of October 24, 2014, the Third Amendment to this Agreement dated as of February 13, 2015 and the Fourth Amendment to this
Agreement dated as of October 20, 2015,” immediately after the text “this Agreement,”. 
 (7) The definition of Maximum
Incremental Facilities Amount in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the reference to “$50,000,000” and replacing it with “$100,000,000” and (ii) deleting the reference to “3.25
to 1.00” and replacing it with “5.00 to 1.00”. 
 (8) The definition of Payment Condition in Subsection 1.1 of the Credit
Agreement is hereby amended by deleting the reference to “25.0%” and replacing it with 20.0%” in the third sentence thereof. 

(9) The definition of Termination Date in Subsection 1.1 of the Credit Agreement is hereby amended in its entirety as follows: 

“Termination Date”: the date which is the earlier of (a) the five year anniversary of the Fourth Amendment Effective Date
and (b) in the event that the aggregate principal amount of the Term Loans outstanding under the Term Loan Credit Agreement or any Term Loan Facility then in effect exceeds $15,000,000, the date which is 90 days prior to the Initial Term Loan
Maturity Date (as defined in the Term Loan Credit Agreement), or comparable term under any Term Loan Facility then in effect. 
 (10)
Subsection 8.15 of the Credit Agreement is hereby deleted in its entirety. 
 (11) Schedule A to the Credit Agreement is hereby amended
by deleting it in its entirety and replacing it with Schedule A attached hereto. 
 (12) The “Facility” section of Schedule
2.9 to the Credit Agreement is hereby amended by adding the following text at the end thereof “The Canadian Facility shall be available to the Canadian Borrowers and shall be available to be drawn in Dollars or Canadian Dollars, with certain
operational and administrative borrowing procedures as reasonably requested by the Canadian Agent, including, for the avoidance of doubt, at least three Business Days’ notice (or, if agreed to by all Lenders, such shorter notice) for any such
borrowings in Canadian Dollars. Any extensions of credit under the Canadian Facility will reduce availability under the Facility on a dollar-for-dollar basis”. 

  
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 (13) The cover page of the Credit Agreement is hereby amended by deleting the word
“and” before the text “SUMITOMO” in the “lists” of “Co-Documentation Agents” and “Joint Lead Arrangers and Joint Bookrunners” and adding the words “DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS
BANK USA, and J.P. MORGAN SECURITIES LLC” immediately after the text “Corporation” in each list. 
 (14) The definition of
Lead Arrangers in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” before the text “Sumitomo” and replacing it with a comma and (ii) adding the words “Deutsche Bank Securities
Inc., Goldman Sachs Bank USA, and J.P. Morgan Securities LLC” immediately after the text “Corporation”. 
 (15) The definition
of Other Representatives in Subsection 1.1 of the Credit Agreement is hereby amended by (i) in each instance deleting the word “and” before the text “Sumitomo” and replacing it with a comma and (ii) in each instance
adding the words “Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and J.P. Morgan Securities LLC” immediately after the text “Corporation”. 

SECTION TWO – Conditions to Effectiveness. This Fourth Amendment shall become effective on the date (the “Fourth Amendment
Effective Date”) when each of the following conditions shall have been satisfied: 
 (1) the Borrowers, each of the Lenders
(including each Additional Lender) and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered such counterpart to the Administrative Agent; 

(2) the Parent Borrower shall have delivered to the Administrative Agent and the Lenders an opinion from each of Debevoise & Plimpton
LLP and Richards, Layton & Finger, P.A., in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Fourth Amendment Effective Date; 

(3) the Parent Borrower shall have paid or cause to be paid to the Administrative Agent a consent fee for the account of each Lender that has
returned an executed signatures page to this Fourth Amendment at or prior to the Consent Deadline in the amount of 0.10% of the sum, without duplication, of such Lender’s Commitments after giving effect to this Fourth Amendment; 

(4) the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of
the Parent Borrower dated as of the Fourth Amendment Effective Date signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in clauses (5), (6) and (7) below; 

(5) each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it
is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date; 

  
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 (6) the representations and warranties in Section 3 of this Fourth Amendment shall be true
and correct in all material respects on and as of the Fourth Amendment Effective Date; 
 (7) no Default or Event of Default shall have
occurred and be continuing on the Fourth Amendment Effective Date or after giving effect to the effectiveness hereof; and 
 (8) each
Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Fourth Amendment (the “Acknowledgment”) to the Administrative Agent. 

SECTION THREE – Representations and Warranties. 

As of the date hereof, each of the Borrowers represents and warrants as follows: 

(1) Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrowers), to the extent that the failure to be in good standing would not reasonably be expected to have a Material Adverse
Effect, (b) has the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right
would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign corporation or limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification, other than in such jurisdictions where the failure to be so qualified and in good standing would not be reasonably expected to have a Material Adverse Effect and
(d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect. 

(2) Corporate Power; Authorization; Enforceable Obligations. Each of the Loan Parties has the corporate or other organizational power
and authority, and the legal right, to make, deliver and perform, in the case of each Borrower, this Fourth Amendment and, in the case of each Guarantor, the Acknowledgment and each such Loan Party has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance thereof. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be
obtained or made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of this Fourth Amendment, except for consents, authorizations, notices and filings which the failure to obtain or
make would not reasonably be expected to have a Material Adverse Effect. This Fourth Amendment has been duly executed and delivered by each Borrower and the Acknowledgment has been duly executed and delivered by each Guarantor. This Fourth Amendment
constitutes a legal, valid and binding obligation of each Borrower hereto and the Acknowledgment and each other Loan Document to which any Loan Party is a party which has been executed and delivered constitutes a legal, valid and binding obligation
of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

  
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 (3) No Legal Bar. The execution, delivery and performance of this Fourth Amendment or the
Acknowledgment by any of the applicable Loan Parties (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect,
(b) will not result in, or require the creation or imposition of any Lien (other than Liens permitted under the Credit Agreement) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation and
(c) will not violate any provision of the Organizational Documents of such Loan Party, except (other than with respect to the Borrowers) as would not reasonably be expected to have a Material Adverse Effect. 

(4) No Default. On the date hereof after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is
continuing. 
 SECTION FOUR – Replacements of Non-Consenting Lenders; Re-Allocation Among Lenders. Pursuant to and in compliance
with the terms of Section 11.1(g) of the Credit Agreement, each Non-Consenting Lender shall be replaced and its Loans and other Obligations purchased and assumed by either (x) an Additional Lender or (y) a Consenting Lender which is
willing to acquire new or increase its outstanding Loans and Commitments, in each case upon the execution and delivery by such Additional Lender or Consenting Lender, as applicable, of this Fourth Amendment, such that, immediately after giving
effect to this Fourth Amendment on the Fourth Amendment Effective Date and the assignments described herein, the Loans and Commitments held by each Additional Lender and Consenting Lender shall be the amounts allocated thereto by the Lead Arrangers.
This Fourth Amendment shall be deemed to be the execution and delivery by (i) such Non-Consenting Lender, (ii) the Borrower Representative, (iii) the Administrative Agent and (iv) such Additional Lender or Consenting Lender, of
an Assignment and Acceptance in the form of Exhibit E to the Credit Agreement. 
 SECTION FIVE – Additional Lenders. Each Lender
party hereto which is not a Lender under the Credit Agreement prior to giving effect to this Fourth Amendment (each, an “Additional Lender”) (i) confirms that it has received a copy of the Credit Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent, or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it has become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan
Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. This Fourth Amendment shall constitute a Lender Joinder Agreement for purposes of
Subsection 2.6 of the Credit Agreement. 

  
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 SECTION SIX – Effect of Amendment. Except as expressly set forth herein, this Fourth
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which (including with respect to the security interests and liens granted to the Agents and the other Secured Parties under the Loan Documents) are
ratified and affirmed in all respects and shall continue in full force and effect except that, on and after the effectiveness of this Fourth Amendment, each reference to the Credit Agreement in the Loan Documents shall mean and be a reference to the
Credit Agreement as amended by this Fourth Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents in similar or different circumstances. This Fourth Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and
provisions thereof. 
 SECTION SEVEN – Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted under Subsection 11.6 of the Credit Agreement. 

SECTION EIGHT – Severability. Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 
 SECTION NINE – Counterparts. This Fourth Amendment may be
executed by one or more of the parties to this Fourth Amendment on any number of separate counterparts (including by telecopy and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Fourth Amendment signed by all the parties shall be delivered to the Borrower Representative and the Administrative Agent. 

SECTION TEN – Governing Law, etc. The provisions of the Credit Agreement under the headings “Governing Law”,
“Submission to Jurisdiction; Waivers” and “Waiver of Jury Trial” are incorporated by reference herein, mutatis mutandis. 

SECTION ELEVEN – Significant Modification. For purposes of determining withholding Taxes imposed under FATCA, since the Third
Amendment Effective Date, the Parent Borrower and the Administrative Agent have treated and shall continue to treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement and the loans and other credit extensions
thereunder for purposes of FATCA as not qualifying as “grandfathered obligations” within the meaning of section 1.1471-2(b)(2)(i) of the U.S. Treasury regulations. 

  
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 SECTION TWELVE – Appointment of Other Representatives. The Borrowers hereby appoint
and designate each of Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and J.P. Morgan Securities LLC as Joint Lead Arrangers, Joint Bookrunners and Other Representatives under the Credit Agreement (and the other parties hereto hereby agree to
each such appointment and designation). 
 [Remainder of this page is intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	 SITEONE LANDSCAPE SUPPLY HOLDING, LLC

as Parent Borrower

		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary
	
	 SITEONE LANDSCAPE SUPPLY, LLC
 as
OpCo Borrower

		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 UBS AG, STAMFORD BRANCH
 as the
Administrative Agent, Collateral Agent, and Issuing Lender

		
	By:	 	/s/ Kenneth Chin
		 	Name: Kenneth Chin
		 	Title: Director
		
	By:	 	/s/ Houssem Daly
		 	Name: Houssem Daly
		 	Title: Associate Director


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 UBS AG, STAMFORD BRANCH
 as
Lender

		
	By:	 	/s/ Kenneth Chin
		 	Name: Kenneth Chin
		 	Title: Director
		
	By:	 	/s/ Houssem Daly
		 	Name: Houssem Daly
		 	Title: Associate Director


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 ING CAPITAL LLC
 as
Lender

		
	By:	 	/s/ Thomas McCaughey
		 	Name: Thomas McCaughey
		 	Title: Managing Director
		
	By:	 	/s/ Edward Bailey
		 	Name: Edward Bailey
		 	Title: Director


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 HSBC BANK USA, NATIONAL ASSOCIATION

as Lender

		
	By:	 	/s/ Matthew Brannon
		 	Name: Matthew Brannon
		 	Title: AVP


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 NATIXIS, NEW YORK BRANCH
 as
Lender

		
	By:	 	/s/ Steven A. Eberhardt
		 	Name: Steven A. Eberhardt
		 	Title: Vice President
		
	By:	 	/s/ Kelvin Cheng
		 	Name: Kelvin Cheng
		 	Title: Executive Director


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 SUMITOMO MITSUI BANKING CORPORATION

as Lender

		
	By:	 	/s/ Christakis Droussiotis
		 	Name: Christakis Droussiotis
		 	Title: Managing Director


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 JPMORGAN CHASE BANK, N.A.
 as
Lender

		
	By:	 	/s/ David J. Waugh
		 	Name: David J. Waugh
		 	Title: Authorized Officer


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 GOLDMAN SACHS BANK USA
 as
Lender

		
	By:	 	/s/ Rebecca Kratz
		 	Name: Rebecca Kratz
		 	Title: Authorized Signatory


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	 DEUTSCHE BANK NEW YORK BRANCH
 as
Lender

		
	By:	 	/s/ Peter Cucchiara
		 	Name: Peter Cucchiara
		 	Title: Vice President
		
	By:	 	/s/ Michael Winters
		 	Name: Michael Winters
		 	Title: Vice President


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 Each Guarantor acknowledges and consents to each of the foregoing provisions of this Fourth Amendment. Each
Guarantor further acknowledges and agrees that all Obligations with respect to the Revolving Commitments and the Loans under the Credit Agreement as modified by this Fourth Amendment shall be fully guaranteed and secured pursuant to the Guarantee
and Collateral Agreement in accordance with the terms and provisions thereof. 
  
  

			
	 GUARANTORS:
  

SITEONE LANDSCAPE SUPPLY BIDCO, LLC

		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Executive Vice President, Chief Financial Officer and Assistant Secretary
	
	LESCO, INC.
		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Vice President
	
	CLP SN HOLDINGS, INC.
		
	By:	 	/s/ Doug Black
		 	Name: Doug Black
		 	Title: President and Chief Executive Officer
	
	SHEMIN NURSERIES HOLDING CORP.
		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Vice President
	
	SHEMIN NURSERIES, INC.
		
	By:	 	/s/ John T. Guthrie
		 	Name: John T. Guthrie
		 	Title: Vice President


 [Signature Page to Fourth Amendment to ABL Credit Agreement] 







 
			
	SITEONE LANDSCAPE SUPPLY HOLDING, LLC
		
	By:	 	/s/ L. Briley Brisendine, Jr.
	Name: L. Briley Brisendine, Jr.
	Title: Executive Vice President, General Counsel and Secretary
	
	SITEONE LANDSCAPE SUPPLY, LLC
		
	By:	 	/s/ L. Briley Brisendine, Jr.
	Name: L. Briley Brisendine, Jr.
	Title: Executive Vice President, General Counsel and Secretary


  







 SCHEDULE A 

Commitments and Addresses 
  

			
	 Lender
	  	 Commitment

		
	 UBS AG, STAMFORD BRANCH

677 Washington Boulevard

Stamford, CT 06901
	  	$75,000,000
		
	 ING CAPITAL LLC

1325 Avenue of the Americas

New York, NY 10019
	  	$62,460,000
		
	 HSBC BANK USA, NATIONAL ASSOCIATION

452 Fifth Avenue

New York, NY 10018
	  	$50,290,000
		
	 NATIXIS, NEW YORK BRANCH

1251 Avenue of the Americas

New York, NY 10020
	  	$32,500,000
		
	 SUMITOMO MITSUI BANKING CORPORATION

277 Park Avenue

New York, NY 10172
	  	$15,000,000
		
	 JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, NY 10179
	  	$14,750,000
		
	 GOLDMAN SACHS BANK USA

200 West Street

New York, NY 10282
	  	$25,000,000
		
	 DEUTSCHE BANK AG NEW YORK BRANCH

60 Wall Street

New York, NY 10005
	  	$50,000,000
		
	 Total:
	  	$325,000,000


  
 A-1