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EXHIBIT 2(b)
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
made
and entered into as of October 1, 2005, by and between LESCO, Inc.,
an Ohio
corporation ("Seller"), and Turf Care Supply Corp., a Delaware
corporation
("Buyer").
RECITALS
A.
Seller and Buyer are parties to that certain Asset Purchase
Agreement
dated as of July 26, 2005 (the "APA").
B.
Buyer and Seller now desire to amend or modify certain provisions
of the
APA in certain respects on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the foregoing recitals and of
the respective
covenants, agreements, representations and warranties herein
contained, and
intending to be legally bound hereby, the parties hereto hereby
agree as
follows:
1.
Capitalized Terms. All capitalized terms used herein and not
defined
herein shall have the meanings ascribed to such terms in the
APA.
2.
Amendments to APA. The APA is hereby modified as follows:
(a) Amendment to Section 1.1. The first sentence of Section 1.1 of
the
APA
is hereby modified by inserting the phrase "other than
Permitted
Liens," after the phrase "free and clear of all Liens,".
(b) Amendment of Section 1.4. Section 1.4 of the APA is hereby
amended
and
restated in its entirety to read as follows:
Section 1.4 Assumption of Certain Obligations. Subject to the
provisions of this Agreement, from and after the Closing Date,
Buyer
shall, by the Assignment and Assumption Agreement, assume only (i)
the
liabilities and obligations relating to occurrences arising after
the
Closing under the leases for Leased Real Property, Personal
Property
Leases, Contracts and Permits forming part of the Purchased
Assets,
(ii) all obligations (including under the Employee Benefit Plan
described as "Health Plan Upper Ohio Valley/Rx" on Schedule
3.2(i)
hereto) to Transferred Employees that relate to occurrences after
the
Closing Date; and (iii) all accrued vacation, sick pay, paid time
off
and bonuses owing from Seller to the Transferred Employees
(collectively, the "Assumed Liabilities").
(c) Amendment of Section 2.1. Section 2.1 of the APA is hereby
amended
and
restated in its entirety to read as follows:
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Section 2.1. Consideration. Upon the terms and subject to the
conditions contained in this Agreement, in consideration for
the
Purchased Assets, the Assumed Liabilities and the other covenants
and
agreements of Seller hereunder, and in full payment therefor,
Buyer
shall pay to Seller the amount of $34,182,542.75 (i.e., the value
of
the Inventory as of the Closing Date, as determined in accordance
with
U.S. generally accepted accounting principles applied
consistently
with Seller's prior practice ("GAAP")) (the "Purchase Price")
