EXHIBIT 2.2 CONFIDENTIAL TREATMENT

EXHIBIT 2.2 CONFIDENTIAL TREATMENT The material marked by ({RADACTED}) on the attached pages has been omitted from the filed copy of this agreement in connection with a confidential treatment request filed with the Securities and Exchange Commission by Lesco, Inc. Some of the schedules of Exhibit 2..2 are not filed pursuant Regulation S-K Item 601(b)(2) because the omitted schedules do not provide information which is material to an investment decision in the Company's securities. The omitted schedules in Exhibit 2.2 are Exhibit C (Operating Procedures) and Schedule 3.6 (Interest Rate Adjustment Illustration). The Company agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request. PRIVATE LABEL BUSINESS CREDIT PROGRAM AGREEMENT BETWEEN LESCO, INC. LESCO SERVICES, INC. AIM LAWN & GARDEN PRODUCTS, INC. LESCO TECHNOLOGIES, LLC AND GE CAPITAL FINANCIAL INC. DATED AS OF DECEMBER 16, 2003 TABLE OF CONTENTS

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-iii- PRIVATE LABEL BUSINESS CREDIT PROGRAM AGREEMENT This PRIVATE LABEL BUSINESS CREDIT PROGRAM AGREEMENT is made as of December 16, 2003 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"), on the one hand, and GE Capital Financial Inc., a Utah industrial loan corporation ("Bank"), on the other. Certain capitalized terms used in this Agreement are defined in the attached Appendix A. WHEREAS, LESCO is in the business of manufacturing and selling products through Service Centers(R), Stores-On-Wheels(R), direct distribution, telephone, e-commerce and by other means; WHEREAS, prior to the date hereof, LESCO extended credit to its commercial customers to allow such customers to finance purchases of LESCO's products and LESCO administered and collected the resulting accounts receivable; WHEREAS, among other things, Bank establishes programs to extend and service customized credit programs to qualified commercial customers for the purchase of products from various manufacturers and merchants; WHEREAS, concurrently with the execution and delivery of this Agreement, LESCO and Bank have executed the Purchase Agreement for the purpose of transferring LESCO's interest in the Existing Accounts to Bank and incorporating such Existing Accounts into the Program as set forth herein; WHEREAS, the parties hereto desire to enter into this Agreement pursuant to which Bank will, (i) extend credit with respect to and administer the Existing Accounts and Indebtedness under either the Open Account Program or the BRC Program, and (ii) make available the Open Account Program and the BRC Program to qualified commercial customers of LESCO after the Program Commencement Date; In consideration of the following terms and conditions, and for good and valuable consideration the receipt and sufficiency of which is acknowledged, LESCO and Bank agree as follows: ARTICLE 1 ESTABLISHMENT AND SCOPE OF THE PROGRAM SECTION 1.1 ESTABLISHMENT OF THE PROGRAM. (a) Bank and LESCO are entering into this Agreement to establish a private-label business credit program, which will include both the Open Account Program and the BRC Program and which will be made available to qualified commercial customers of LESCO for the financing of purchases of products and services from LESCO, all in accordance with the terms of this Agreement (collectively, the "Program"). -1- (b) LESCO acknowledges and agrees that it shall be a material condition precedent to Bank's obligations to perform hereunder that, and the Program Commencement Date shall not be deemed to occur until, Bank and LESCO shall have consummated the purchase and sale of the Existing Accounts pursuant to the Purchase Agreement; provided, that the provisions of Appendix B which by their terms are to commence on the Effective Date shall be effective as of such date. SECTION 1.2 SCOPE OF THE PROGRAM. (a) During the Term, LESCO will accept Account applications and forward such applications or the information contained therein to Bank in accordance with the Operating Procedures and accept Credit Cards and Accounts in accordance with the Operating Procedures and Bank will extend credit directly to Accountholders under the Program pursuant to the Prox Terms, the Net Invoice Terms, or the BRC Terms, as the case may be, with respect to purchases of LESCO's products and services at all Store Locations, as well as in connection with Telephone Purchases. LESCO acknowledges and agrees that (i) Accountholders may only participate in either the Open Account Program (and, within such program, on either the Prox Terms or the Net Invoice Terms, but not both) or the BRC Program, but not both, and (ii) the terms and conditions set forth herein pertaining to Net Invoice Accounts (including, without limitation, Net Invoice Fees, Net Invoice Fee Percentages, and Net Invoice Terms) and any obligation of Bank to extend credit in respect thereof shall not be effective unless and until the parties agree in writing to effectuate such provisions and, as part thereof, establish the pricing and Net Invoice Terms that will apply thereto. (b) Bank acknowledges that it is the intention of LESCO to actively pursue the sales of its products through the Internet and the parties agree to negotiate in good faith mutually acceptable terms and conditions under which such functionality may be made available after the Program Commencement Date to Accountholders under the Program. (c) The Program is intended to be used by Accountholders for purchases made primarily for commercial and business purposes and Bank does not intend to extend credit under the Program for purchases made primarily for personal, family or household use. LESCO acknowledges that Bank's obligation to continue to extend credit under the Program is contingent on LESCO continuing to sell the type of goods and services generally similar to those sold by LESCO as of the Program Commencement Date. SECTION 1.3 INTERIM TRANSITION PERIOD. The parties acknowledge and agree that during the period from the Closing Date (as defined in the Purchase Agreement) until the completion of Bank's transfer of the Purchased Accounts onto Bank's systems (the "Interim Transition Period"), certain of the terms and conditions of this Agreement shall be modified as and to the extent specifically set forth below. Without limiting the generality of the foregoing and anything in this Agreement to the contrary notwithstanding, during the Interim Transition Period the following terms and conditions shall apply: (a) Bank shall designate for each Existing Account and for each Account originated during the Interim Transition Period whether such Account shall be a Prox Account, a Net Invoice Account, or a BRC Account; provided, that such designation notwithstanding, until -2- the expiration of the Interim Transition Period, Bank shall extend commercial credit with respect to all Accounts pursuant to the LESCO Terms, as the same shall exist as of the Program Commencement Date. (b) Bank shall not distribute standard Program materials (including as contemplated by Section 2.1(c) and (d)) until the expiration of the Interim Transition Period; provided, that Bank will distribute credit applications reflecting the LESCO terms during the Interim Transition Period. LESCO shall prepare and mail periodic billing statements on behalf of Bank during the Interim Transition Period. (c) Except to the extent otherwise directed by Bank, LESCO shall process purchases and otherwise continue to conduct its point-of-sale practices in respect of purchases from Store Locations and in connection with Telephone Purchases in the ordinary course as such processing and practices existed immediately prior to the Program Commencement Date. (d) LESCO will transmit each day to Bank the aggregate Charge Transaction Data for such day in accordance with instructions provided by Bank. Without limiting the foregoing, the form of such submission shall be as set forth in Exhibits A-1, A-2, and A-3. Except for the foregoing, the terms and conditions of Sections 3.1(a) and (b) shall otherwise apply during the Interim Transition Period. (e) The terms and conditions set forth in Appendix B shall apply during the Interim Transition Period. (f) Unless otherwise modified above, the terms and conditions of this Agreement shall apply as set forth herein. SECTION 1.4 RECOURSE ACCOUNTS. (a) It is the intention of the parties that the Program be available to provide financing to those LESCO commercial customers qualifying for the Program for the purchase of goods and services from LESCO. The foregoing notwithstanding, LESCO acknowledges and agrees that Bank shall have sole discretion over the establishment and application of the credit criteria used to approve or decline prospective Accountholders and that such credit criteria will be the primary basis upon which Bank will determine whether the credit applications of prospective Accountholders will be approved or declined. In any case in which Bank has declined an application for an Account, but the applicant meets the following criteria: (b) such applicant is a commercial entity in good standing in the state of its organization (or if such applicant is an individual, such person must be a minimum of 18 years of age at the time of application), (c) such applicant is applying for credit with respect to operations located in (or, in the case of an individual, is a resident of) the United States, and (d) such applicant is applying for credit as a commercial entity and is not seeking financing for personal, family or household purposes, then LESCO may request that Bank approve such declined application and include the resulting Account (each a "Recourse - 3 - Account") in a portfolio of credit recourse Accounts (collectively the "Recourse Portfolio") subject to the terms and conditions set forth herein. "Recourse Accounts" shall also include Existing Accounts designated as "Recourse Accounts" in accordance with the procedures therefore in the Purchase Agreement. Although it is the intention of the parties that the provisions of this Section 1.4 shall provide a mechanism though which a greater number of potential customers of LESCO will be able to participate in the Program, the decision to include any particular applicant presented by LESCO as a possible Recourse Account shall be in Bank's sole discretion. LESCO acknowledges and agrees that (A) Bank may, in its discretion, limit the Aggregate Outstanding Indebtedness attributable to the Recourse Portfolio to the lesser of (x) ten percent (10%) of the Aggregate Outstanding Indebtedness attributable to all Accounts, and (y) an amount of Aggregate Outstanding Indebtedness with respect to all Recourse Accounts which, based on Bank's projections, would not result in more than One Million Dollars ($1,000,000) in payments by LESCO to Bank in respect of its recourse obligations under this Section 1.4 for the immediately succeeding twelve (12) months, and (B) Recourse Accounts may only be Prox Accounts. (e) LESCO acknowledges that the applications resulting in Recourse Accounts do not meet Bank's standard credit criteria and but for LESCO's promises and obligations under this Section 1.4, Bank would not have agreed to approve such applicants for an Account. LESCO shall purchase any Recourse Account after receipt of notice from Bank that such Recourse Account is more than one hundred and fifty (150) days delinquent. The purchase price for any such Recourse Account shall be equal to 100% of the outstanding balance at the time of purchase. Bank may set-off against funds due LESCO hereunder amounts due from LESCO in respect of such Recourse Account purchase; provided, that if insufficient funds exist to complete any such set-off, LESCO shall pay Bank such amount within ten (10) days of Bank's invoice. Additionally, if upon expiration or termination of the Term LESCO elects to purchase the Accounts pursuant to Section 10.1, the Recourse Accounts shall be purchased on the same terms and conditions as all other Accounts; provided, however, if LESCO does not purchase the Accounts pursuant to Section 10.1, LESCO shall nonetheless purchase all Recourse Accounts for a purchase price equal to 100% of the then outstanding Indebtedness attributable to such Accounts. Such purchase shall be without recourse to or warranty from Bank and the parties shall complete such purchase within sixty days after the expiration or earlier termination of the Term. Beginning with the first full month after the expiration of the Interim Transition Period, Bank shall provide LESCO at the end of each month a report setting forth the delinquency status of all Recourse Accounts in the Recourse Portfolio ("Delinquency Report"). The Delinquency Report shall include the number and the outstanding balance of the Recourse Accounts in the Recourse Portfolio that are current and at each delinquency level. (f) Each Existing Account designated as a "Recourse Account" pursuant to clause (ii) of the "Recourse Accounts" definition contained in the Purchase Agreement shall only constitute a Recourse Account under this Agreement until Bank receives payment in full of the Indebtedness owing under such Account as of the Closing Date (as defined in the Purchase Agreement). - 4 - ARTICLE 2 RESPONSIBILITIES UNDER THE PROGRAM SECTION 2.1 BANK'S RESPONSIBILITIES. During the Term of this Agreement, Bank's responsibilities in conducting the Program include the following:Extend commercial credit to qualified customers of LESCO under the Prox Terms, the Net Invoice Terms, or the BRC Terms in accordance with this Agreement and the Accountholder Agreements; provided, that during the Interim Transition Period, such terms shall be modified as otherwise set forth herein. (a) Except as set forth in Section 1.3, establish (and modify from time to time in its discretion) Accountholder finance charge rates and other fees and Account terms. (b) Except as set forth in Section 1.3, develop, produce and deliver to LESCO at a central location, Bank's credit applications and Accountholder Agreements and other standard Program materials. (c) Produce and, as applicable, distribute Credit Cards and Credit Card carriers in accordance with a design provided by LESCO that meets Bank's specifications. In connection with the foregoing, LESCO acknowledges and agrees that Bank will not distribute Credit Cards to the holders of Existing Accounts unless such Accountholders so request; provided however, that Bank shall, as part of its introductory materials sent to Accountholders following the expiration of the Interim Transition Period (and thereafter as part of its customer service scripts), make the Accountholder aware that Bank can furnish a Credit Card (or Credit Cards, if applicable) to such Accountholder upon request. All Accountholders opening Accounts after the Program Commencement Date shall be provided a Credit Card. With respect to any Accountholder for which no Credit Card was issued, the parties shall utilize the alternative identification, verification, and authorization mechanism provided for in the Operating Procedures in connection with all Charge Transaction Data. (d) Establish (and modify from time to time in its discretion) the credit criteria used to evaluate applications for Accountholder Agreements. (e) Assign (and modify from time to time in its discretion) credit lines, authorize charges, and service Accounts (the foregoing services shall be provided, at a minimum, during LESCO's ordinary course operating hours as of the Program Commencement Date). (f) Except as set forth in Section 1.3, prepare and mail periodic billing statements to Accountholders with Active Accounts. (g) Provide toll-free numbers for customer inquiries and inquiries from Service Centers(R) and provide operators for such numbers, at a minimum, during LESCO's ordinary course operating hours (as of the Program Commencement Date such hours are 7:00 a.m. (est) through 8:00 p.m. (est) Monday through Friday and 8:00 a.m. (est) through 3:00 p.m. (est) on Saturday; provided, that Bank shall not unreasonably decline to provide operators for any reasonable change in LESCO's ordinary course operating hours), and; at the conclusion of the Interim Transition Period, provide automated voice response capacity at all other times. (h) Receive and post payments, collect Accounts, and take all further actions Bank deems necessary or appropriate in connection with Account administration. - 5 - (i) Ensure that all Accountholder Agreements, billing statements and solicitations conducted by Bank, and all of Bank's activities in originating and administering Accounts, comply with all applicable laws; provided, that Bank shall have no responsibility for the form of LESCO's billing statements or the terms and conditions of credit advanced by LESCO to the extent adopted by Bank during the Interim Transition Period. (j) As of the expiration of the Interim Transition Period, Bank will initiate the development of an Internet website for the Program through which Account and Program information may be accessed by LESCO and Accountholders; provided that LESCO acknowledges that Bank's ability to make such site available is dependent upon the commercially reasonable assistance of LESCO (including the provision information requested by Bank) and LESCO agrees to provide such assistance upon request by Bank. Following the launch of such Internet website, Bank will use its commercially reasonable efforts to ensure that such website may be accessed and is available to LESCO and Accountholders at any time. SECTION 2.2 LESCO'S RESPONSIBILITIES. LESCO's responsibilities in conducting the Program include the following: (a) Within thirty (30) days after the Program Commencement Date, in consultation with Bank, provide to Bank a design meeting Bank's specifications for use in producing Credit Cards (as well as for other LESCO-branded Program materials). (b) Accept in accordance with the Operating Procedures Credit Cards and Accounts for customer purchases from LESCO from Store Locations. In the absence of a Credit Card (or in the case of Telephone Purchases), follow the procedures for "card not present" purchase transactions as provided for in the Operating Procedures. (c) Promote the Program and the use of Accounts and Credit Cards to its customers, including by producing customized store signage and through other promotional methods. (d) Train its personnel sufficiently so as to be able to properly fulfill LESCO's responsibilities under the Program. (e) Except for Account applications sent directly to Bank by applicants, transmit all Account applications to Bank electronically and otherwise process and retain such applications in accordance with procedures reasonably determined by Bank. (f) Only submit Charge Transaction Data in respect of products or services reasonably related to the types of products or services offered for sale by LESCO at Store Locations (or otherwise) as of the Program Commencement Date. (g) Comply with all Operating Procedures. (h) Perform its responsibilities under this Agreement and the Program, and conduct its activities as a seller of commercial products and services, including its policies, products, services, business, point-of-sale and sales practices, and advertising, in compliance with all applicable laws. - 6 - (i) Only use documents and forms in connection with the Program that were provided to LESCO, or approved in writing, by Bank (and only the latest version of such documents), and; refrain from modifying any such approved documents or forms without Bank's prior written consent. (j) Cooperate in the resolution of any Accountholder disputes; respond within twenty (20) days to any dispute forwarded to LESCO from Bank, and; forward to Bank promptly after receipt by LESCO copies of any communication relating to an Account received from any person. (k) Maintain policies for the exchange or return of goods and services which comply with industry standards and applicable laws; provide a credit to the applicable Account upon the exchange or return of a good or service financed on such Account (but do not credit an Account in any case where the purchased good or service was not originally financed on an Account), and; include the resulting credit in the next transmission of Charge Transaction Data to Bank (but in no event more than three (3) days after the credit was issued). (l) Retain copies of all invoices and receipts, applications and Accountholder Agreements for at least twenty-five (25) months (or such longer period as may be required by law); provide copies of any of the foregoing to Bank within twenty (20) days of Bank's request, and; in consultation with Bank, produce and use invoices and receipts which may be captured and reproduced electronically via signature capture technology or other methods. (m) At LESCO's cost and expense, perform all necessary programming in connection with establishing the interface between LESCO and Bank for all point-of-sale data submission; provided, that during the Interim Transition Period, such point-of-sale data transmission shall be conducted as contemplated in Section 1.3(d). ARTICLE 3 SETTLEMENT AND PAYMENT TERMS SECTION 3.1 SETTLEMENT PROCEDURES. (a) LESCO will transmit Charge Transaction Data to Bank in accordance with the Operating Procedures. If Charge Transaction Data is received by Bank's processing center before 8:00 a.m. (EST) on any Business Day, Bank will process the Charge Transaction Data and initiate payment on the second Business Day thereafter. If the Charge Transaction Data is received after 8:00 a.m. (EST) on any Business Day, or at any time on a day other than a Business Day, Bank will process the Charge Transaction Data and initiate payment on the third Business Day thereafter. (b) Provided no circumstance exists that would entitle Bank to give notice of termination of this Agreement, upon receipt, verification and processing of Charge Transaction Data by Bank during the Term, Bank will remit to LESCO in respect of such Charge Transaction Data an amount equal to the sum of the total charges identified in such Charge Transaction Data less the sum of (i) the total amount of any credits included in such Charge Transaction Data, (ii) the applicable Program Fees, (iii) in-store payments (if any), and (iv) at Bank's option, any other amounts then owed by LESCO to Bank (including, without limitation, promotional discounts, early pay discounts (e.g. 1%-10 discounts) and amounts charged back to LESCO - 7 - pursuant to Article 7). Bank shall not be obligated to fund any Charge Transaction Data submitted by LESCO more than sixty (60) days after the date of the applicable purchase transaction. SECTION 3.2 BANK PAYMENT TERMS. (a) Bank will transfer funds payable to LESCO under this Agreement via wire transfer to a single account maintained in the name of LESCO, Inc. pursuant to written instructions delivered to Bank by LESCO. (b) Notwithstanding any other provision of this Agreement, Bank will have the right to net, setoff or recoup any amounts due to it under this Agreement against any amounts owing to LESCO under this Agreement. Nothing in this Section or any other provision of this Agreement is intended to limit Bank's common law rights of setoff and recoupment. SECTION 3.3 LESCO PAYMENT TERMS. Unless otherwise provided for elsewhere in this Agreement, any amounts payable by LESCO to Bank under this Agreement will be due when invoiced by the Bank and shall be paid in immediately available funds within fifteen (15) days after the date of such invoice. LESCO will transfer funds payable to Bank under this Section 3.3(a) via wire transfer to a deposit account maintained in Bank's name pursuant to written instructions delivered to LESCO by Bank. SECTION 3.4 PROGRAM FEES. LESCO shall pay to Bank the Prox Fee in connection with each submission to Bank of Charge Transaction Data pertaining to purchases financed on Prox Accounts, the Net Invoice Fee in connection with each submission to Bank of Charge Transaction Data pertaining to purchases financed on Net Invoice Accounts, and the BRC Fee in connection with each submission to Bank of Charge Transaction Data pertaining to purchases financed on BRC Accounts. Such fees shall be calculated as follows: (a) The Prox Fee shall be an amount equal to the product of (x) the applicable Prox Fee Percentage, and (y) the aggregate amount of charges on all Prox Accounts reflected in such Charge Transaction Data (excluding any charges for which the parties have established a Promotional Fee Percentage), less the aggregate amount of any credits on Prox Accounts reflected in such Charge Transaction Data. (b) The Net Invoice Fee for each purchase financed on a Net Invoice Account shall be an amount equal to the product of (x) the applicable Net Invoice Fee Percentage for such purchase, and (y) the amount of charges reflected on the invoice relating to such Purchase, in each case, as reflected in the Charge Transaction Data (excluding any charges for which the parties have established a Promotional Fee Percentage), less the aggregate amount of any credits on such Net Invoice Account reflected in such Charge Transaction Data. (c) The BRC Fee shall be an amount equal to the product of (x) the applicable BRC Fee Percentage, and (y) the aggregate amount of charges on all BRC Accounts reflected in such Charge Transaction Data (excluding any charges for which the parties have established a Promotional Fee Percentage), less the aggregate amount of any credits on BRC Accounts reflected in such Charge Transaction Data. - 8 - (d) The Prox Fee or BRC Fee applicable to any purchase subject to a credit-based promotion shall be an amount equal to the product of (x) the applicable Promotional Percentage (based upon the status of the Account as either a Prox Account or a BRC Account, as the case may be, and the length of the payment deferral period) for such purchase (which percentage shall be obtained from Schedule 3.5(d)), and (y) the total amount of the charge applicable to such purchase, as reflected in the Charge Transaction Data. SECTION 3.5 PROGRAM FEE PERCENTAGES. (a) The Prox Fee Percentages, Net Invoice Fee Percentages and BRC Fee Percentages available under the Open Account Program and the BRC Program (other than in respect of credit based promotions), respectively, as of the Program Commencement Date are set forth on Schedule 3.5. (b) Beginning on the first anniversary of the Program Commencement Date and as of each Program Commencement Date anniversary thereafter during the Term, the Prox Fee Percentage (other than the Prox Recourse Fee Percentage) and/or the BRC Fee Percentage, as applicable, shall be automatically adjusted in accordance with the charts set forth in Schedule 3.5 if the Average Active Account Balance for all Prox Accounts and/or all BRC Accounts, as the case may be, during the immediately preceding Program Year is greater than (i) in the case of Prox Accounts, (REDACTED) and (ii) in the case of BRC Accounts, (REDACTED). Any adjustment to the Prox Fee Percentages and BRC Fee Percentages required under the preceding sentence shall be effective on the first day after the applicable Program Commencement Date anniversary. (c) At any time following the first twenty-four (24) months after the Program Commencement Date, Bank may, based upon differences in the costs or other economic assumptions (including, without limitation, credit losses, Account volume, and the like) which Bank relied upon in establishing the Program Fee Percentages, adjust any or all of the Program Fee Percentages set forth on Schedule 3.5 or Schedule 3.5(d) (as any of such percentages may previously have been adjusted pursuant to Section 3.6) so long as (i) no single adjustment will result in an increase in the Weighted Annual Program Cost of more than (REDACTED) relative to the Program Fee Percentages in effect immediately prior to such adjustment, and (ii) the aggregate of all such adjustments will not result in an increase in the Weighted Annual Program Cost of more than (REDACTED) relative to the Program Fee Percentages in effect as of the Program Commencement Date. Each such adjustment is referred to herein as "New Pricing". Prior to initiating any such New Pricing, Bank will (i) confer with LESCO regarding the basis for such New Pricing, and (ii) give written notice to LESCO not less than sixty (60) days prior to the end of any Program Year. Such New Pricing will be implemented on the first day of the immediately succeeding Program Year and will be used in calculating the Program Fees in respect of all Charge Transaction Data submitted at any time after such effective date. For the avoidance of doubt, adjustments to the Program Fee Percentages contemplated by Section 3.6 shall not be taken into account when calculating the effect on the Weighted Annual Program Cost resulting from any New Pricing under this Section 3.5(b). (d) As of the Program Commencement Date, the Promotional Fee Percentages applicable to credit based promotions available under the Program are set forth on Schedule - 9 - 3.5(d). If Bank and LESCO agree to offer any additional kind of credit-based promotion with respect to either the Prox Terms, the Net Invoice Terms or the BRC Terms, Bank will establish in writing, with acknowledgment by LESCO, the Promotional Fee Percentage applicable to the calculation of the Program Fee payable by LESCO for qualifying purchases, as well as such other terms and conditions as the parties shall agree. BRC Accounts with respect to which a credit based promotion is initiated during the Interim Transition Period shall be subject to the Promotional Fee Percentages applicable to Prox Accounts. SECTION 3.6 INTEREST RATE ADJUSTOR. In addition to Bank's right to adjust the Program Fee Percentages as set forth in Section 3.5, on the first day after the end of the first full calendar quarter following the Program Commencement Date, the following pricing adjustment provisions shall apply: (a) for every (REDACTED)increase in the LIBOR Rate above 1.00%, Bank shall increase each Prox Fee Percentage and each Net Invoice Fee Percentage set forth on Schedule 3.5 (or any other Prox Fee Percentage or Net Invoice Fee Percentage subsequently established by the parties) by (REDACTED). Any change in the LIBOR Rate during any quarter or series of quarters not equal to a multiple of (REDACTED)shall be held over and applied in the next calendar quarter until at least a (REDACTED) multiple has been achieved. With respect to each calendar quarter after such first quarter and continuing until the expiration or earlier termination of the Operating Period, for every increase or decrease in the LIBOR Rate relative to the rate in effect as of the last Business Day of the immediately preceding calendar quarter (including any basis point change held over from the prior quarter's calculation) equal to a multiple of (REDACTED), Bank shall adjust up or down, as the case may be, each Prox Fee Percentage and each Net Invoice Fee Percentage in the manner set forth above; provided, however, Bank shall not make any adjustment to any Prox Fee Percentage or any Net Invoice Fee Percentage based on a change in the LIBOR Rate below 1.00%. Bank shall implement any such change to the Prox Fee Percentages and the Net Invoice Fee Percentages on the first day of each calendar quarter. By way of illustration and not limitation, examples of such adjustments are attached hereto as Schedule 3.6. (b) for every (REDACTED)increase in the LIBOR Rate above 1.00%, Bank shall increase each Promotional Fee Percentage set forth on Schedule 3.5(d) (or any other Promotional Fee Percentage subsequently established by the parties) by the number of basis points set forth in Schedule 3.5(d) (pursuant to the "Interest Rate Adjustment" column). Any change in the LIBOR Rate during any quarter or series of quarters not equal to a multiple of (REDACTED)shall be held over and applied in the next calendar quarter until at least a (REDACTED)multiple has been achieved. With respect to each calendar quarter after such first quarter and continuing until the expiration or earlier termination of the Operating Period, for every increase or decrease in the LIBOR Rate relative to the rate in effect as of the last Business Day of the immediately preceding calendar quarter (including any basis point change held over from the prior quarter's calculation) equal to a multiple of (REDACTED), Bank shall adjust up or down, as the case may be, each Promotional Fee Percentage in the manner set forth above in this Section 3.5(d) and in accordance with Schedule 3.5(d); provided, however, Bank shall not make any adjustment to any Promotional Fee Percentage based on a change in the LIBOR Rate below 1.00%. Bank shall implement any such change to the Promotional Fee Percentages on the - 10 - first day of each calendar quarter. By way of illustration and not limitation, examples of such adjustments are attached hereto as Schedule 3.6. ARTICLE 4 OTHER PROGRAM ECONOMICS SECTION 4.1 ALLOCATION OF PROGRAM EXPENSES. Unless otherwise specifically provided in this Agreement, each party will be responsible for all costs and expenses incurred by it in connection with complying with its responsibilities under this Agreement. SECTION 4.2 SOLICITATION OF ACCOUNTHOLDERS FOR OTHER PRODUCTS. (a) During the Term of this Agreement, Bank (or its designees) may, with the prior written (except as provided below) consent of LESCO (which consent shall not be unreasonably withheld after giving consideration to any privacy or other opt-out obligations of LESCO), solicit Accountholders for and offer to Accountholders (or arrange for a third party to solicit and/or provide) products and services offered by Bank, its affiliates or any third party, as well as Value-Added Programs, so long as such products or services do not compete with LESCO's products. Not less than eight (8) weeks prior to the proposed launch date of any such solicitation, Bank shall notify LESCO of the proposed terms and conditions thereof. LESCO shall respond promptly, but in any event not more than forty-five (45) days after such notice date. If LESCO fails to respond within such 45 day period, LESCO's consent to the proposed solicitation shall be deemed given. To the extent such marketing involves the use of the LESCO Marks, Bank shall follow any guidelines provided by LESCO in respect thereof. Following the termination of this Agreement pursuant to Article 9, Bank may, without the consent of LESCO, solicit Accountholders for and offer to Accountholders (or arrange for a third party to solicit and/or provide) products and/or services offered by Bank, its affiliates or any third party, so long as such products or services do not compete with LESCO's products or services. The foregoing to the contrary notwithstanding, nothing herein shall preclude Bank or any affiliate of Bank from undertaking any general solicitation that happens to include Accountholders so long as the inclusion of such Accountholders in such solicitation is not based upon the status of any such entity as an Accountholder, the Accountholder Information was not used in connection with such solicitation and the names of the solicited Accountholders were obtained from a source other than the Accountholder Information or the Program. (b) Bank will be entitled to retain for its account any proceeds generated from Bank's (including through third parties engaged by Bank) provision of the goods and services referred to in Sections 4.2(a) and LESCO will have no rights to such proceeds. ARTICLE 5 PROMOTION OF THE PROGRAM SECTION 5.1 ANNUAL MARKETING PLANS. Bank and LESCO will work together in good faith to agree for each Program Year on a marketing plan to promote the Program and each party agrees to implement such marketing plan. Bank and LESCO may from time to time also mutually agree on additional specific marketing activities for the Program (and will not unreasonably withhold consent to any specific marketing plan proposed by the other party). Allocation of the costs and expenses of all marketing promotions or other items set forth in each marketing plan will be mutually established by the parties as part of such plan; provided, that - 11 - unless otherwise agreed to by Bank in writing, the costs of implementing each marketing plan (or for implementing any marketing or promotional initiatives developed by the parties outside of such plan) shall be paid for from the Marketing Fund or by LESCO. SECTION 5.2 RESPONSIBILITY OF BANK TO PROMOTE THE PROGRAM. (a) Bank will establish (by creation of a record maintained on the books of Bank) and administer a marketing fund ("Marketing Fund") to fund Bank's portion of the costs and expenses of implementing the agreed marketing plans for the Program. (b) During the Term of this Agreement and prior to either party issuing a notice of termination, Bank will allocate to the Marketing Fund at the end of each Business Day during the Term an amount equal to (REDACTED) of Net BRC Program Sales for such day. Unless a default by LESCO shall have occurred and be continuing, Bank shall, to the extent provided for in the applicable marketing plan, spend during the Program Year covered by such marketing plan the amount allocated by Bank to the Marketing Fund during such Program Year; provided, that Bank shall have no further obligation to expend any funds remaining in the Marketing Fund as of the date of any notice of termination given by either party. (c) Bank will be the exclusive owner of the Marketing Fund, and LESCO acknowledges and agrees that it will have no right, title or interest in or to the Marketing Fund. SECTION 5.3 RESPONSIBILITY OF LESCO TO PROMOTE THE PROGRAM. (a) Without limiting LESCO's obligations under any marketing plan, LESCO will actively support and promote the Program by, among other things: (b) encouraging the establishment and use of Accounts as the preferred method of payment for LESCO's products and services (through, for example, offering or providing loyalty programs, value propositions and other customer incentives); (c) providing and utilizing store signage, credit advertisements, promotional inserts, statement messages and other marketing materials promoting Program; and (d) providing incentives and performance goals for LESCO personnel with respect to the Program (which need not be monetary in nature). (e) LESCO may establish an Accountholder loyalty program connected to Credit Card and Account use and the Program (the "Cardholder Loyalty Program"). If LESCO elects to establish such a program, (i) the terms and conditions of the Cardholder Loyalty Program and any modifications thereto shall be subject to Bank's reasonable consent, (ii) the Cardholder Loyalty Program shall be in addition to and provide superior benefits in comparison with any multi-tender or other loyalty program offered by LESCO, (iii) in addition to any other amounts spent by LESCO under Section 5.1(a) or 5.3 to promote or support the Program, LESCO shall expend such commercially reasonable amounts as are deemed necessary or appropriate by the parties to support the Cardholder Loyalty Program and to promote it to Accountholders and customers, (iv) to the extent consistent with the marketing plan then in effect, LESCO may seek reimbursement from the Marketing Fund for the costs associated with - 12 - in-store promotion of the Cardholder Loyalty Program; provided however, that the cost of customer rewards and incentives, merchandise discounts, mailing costs and any third party servicing or transaction fees or costs relating to the Cardholder Loyalty Program shall be paid by LESCO and shall not be subject to reimbursement from the Marketing Fund. (f) LESCO will not seek or obtain any special agreement or condition from, nor discriminate in any way against, Accountholders or any person with respect to the terms of any Account transaction. LESCO will not charge any credit surcharge, application, processing or other Program related fee to Accountholders. ARTICLE 6 OTHER AGREEMENTS SECTION 6.1 OWNERSHIP OF ACCOUNTS. (a) Bank is and will be the sole and exclusive owner of all Accounts and Account Documentation, and will be entitled to receive all payments made by Accountholders on Accounts. Bank shall be identified as the creditor and owner of the Accounts for all purposes, and LESCO shall not represent or imply otherwise. LESCO acknowledges that it has no right, title or interest in any Accounts or Account Documentation and will not, at any time, have any right to any proceeds or payments made under the Accounts unless LESCO subsequently purchases or otherwise acquires such Accounts from Bank. LESCO further acknowledges that neither the Accountholder Information nor any of the Account Documentation nor any of the information included in the Account Documentation will be deemed to be Confidential Information of LESCO for purposes of Section 13.1 hereof (provided, that the foregoing shall not limit or derogate from the restrictions on use of the Accountholder List or the information contained therein provided for in Section 13(b)(ii)). LESCO authorizes and empowers Bank to sign and endorse LESCO's name upon any checks, drafts, money orders or other forms of payment in respect of any Account that may have been issued by the Accountholder in LESCO's name. This limited power of attorney conferred in this Section 6.1 is deemed a power coupled with an interest and will be irrevocable prior to the Final Liquidation Date. (b) Except with respect to Recourse Accounts, Bank will bear all credit losses on Accounts (other than as permitted by Bank's chargeback rights in Article 7 and other than credit losses incurred after the Accounts are purchased or otherwise acquired by LESCO or a third party pursuant to Section 10.1). SECTION 6.2 OWNERSHIP AND USE OF ACCOUNTHOLDER INFORMATION. Bank is the sole and exclusive owner of all lists of Accountholders and applicants generated by the Program (including, without limitation, names, addresses, telephone numbers, e-mail addresses, dates of birth, tax, organization, social security and similar numbers, and account and similar access numbers), (the "Accountholder Information"). Nothing herein shall limit LESCO's rights in or use of any customer list of LESCO to the extent the information therein is generated by LESCO independently of the Program. Further, Bank's ownership of the Accountholder Information notwithstanding, LESCO may use the Accountholder Information during the Term to promote the Program and to promote the products and services sold by LESCO under the Program. Without limiting the solicitation restrictions set forth in Section 4.2, during the Term, Bank may use the Accountholder Information to exercise its rights and fulfill its obligations under this - 13 - Agreement and with respect to the administration and liquidation (including sale) of Accounts after the expiration or earlier termination of the Term. SECTION 6.3 ACCOUNTHOLDER TERMS. Bank may establish and modify the ordinary finance charge rates (if applicable) to credit extended to Accountholders. Bank may also establish (and modify from time to time) all other terms upon which credit will be extended to Accountholders, including without limitation, repayment terms, default finance charges, late fees, overlimit charges, returned check charges, and other ordinary fees and charges. Subject to the foregoing, the initial Prox Terms, Net Invoice Terms and BRC Terms to be offered to Accountholders under the Open Account Program and the BRC Program, respectively, are set forth in Schedule 6.3 hereto and are made a part hereof. Unless a shorter notice period is required to avoid violation by Bank of applicable law, rule, regulation or order, Bank shall notify and consult with LESCO at least sixty (60) days prior to amending or modifying the finance charge rates and fees set forth on Schedule 6.3. SECTION 6.4 CREDIT CRITERIA. Bank shall establish in its discretion and may modify from time to time any or all of the credit criteria used in evaluating applicants under the Program (including, without limitation, the creditworthiness of individual applicants, the range of credit limits to be made available to individual Accountholders and whether to suspend or terminate the credit privileges of any Accountholder). Bank will consult with LESCO regarding any changes to the credit criteria used for the Program which, in Bank's reasonable opinion, could reasonably be expected to have a material adverse affect on the Program. SECTION 6.5 OPERATING PROCEDURES. Except for changes (a) necessary to the prevention or mitigation of fraud, (b) required by applicable law, or (c) which Bank reasonably determines are necessary or appropriate to comply with (or avoid violation of) applicable regulatory authority, Bank shall not materially amend any "key terms" of the Operating Procedures without the prior written consent of LESCO, which consent shall not be unreasonably withheld. As used in the preceding sentence, "key terms" means those terms and conditions of the Operating Procedures the amendment of which is reasonably likely to result in a materially adverse alteration of the methods and procedures through which LESCO participates in the Program, relative to the Operating Procedures attached hereto as of the Program Commencement Date. SECTION 6.6 CREDIT REVIEW POINT; PROGRAM CREDIT MINIMUMS. (a) Bank will not be obligated to make any extension of credit under the Program if, after such extension, the aggregate Indebtedness for (i) all BRC Accounts, or (ii) for all Prox Accounts plus all Net Invoice Accounts, would exceed, in the case of the BRC Accounts, the BRC Credit Review Point or, in the case of Prox Accounts and Net Invoice Accounts, the Open Account Credit Review Point. Bank shall also have no obligation to extend further credit under the Program at any time after the occurrence of any event that would allow Bank to give notice of termination hereunder. (b) If at any time, the aggregate Indebtedness with respect to (x) all BRC Accounts equals or exceeds eighty percent (80%) of the BRC Credit Review Point then in effect, or (y) all Prox Accounts plus all Net Invoice Accounts equals or exceeds eighty percent (80%) of - 14 - the Open Account Credit Review Point then in effect, then within ninety (90) days after either of the foregoing events, Bank will select one of the following options and give LESCO written notice of its selection: (c) Bank may increase the BRC Credit Review Point or the Open Account Credit Review Point, as the case may be, to an amount that will accommodate the then outstanding Indebtedness under the Open Account Program or the BRC Program, and anticipated growth in either such pool of Indebtedness (as applicable), based on Bank's good faith projections. If Bank selects this option, then Bank's written notice to LESCO will include the amount of the increased Credit Review Point. (d) Bank may elect not to increase the BRC Credit Review Point or the Open Account Credit Review Point, as the case may be, in which case, LESCO will be entitled to terminate this Agreement in accordance with the provisions of Section 9.2(i). SECTION 6.7 LESCO FINANCIAL REPORTS; FINANCIAL COVENANTS. (a) If at any time during the term of this Agreement LESCO is not obligated to, or for any other reason does not, file periodic financial reports with the Securities and Exchange Commission pursuant to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, LESCO will: (b) As soon as practicable but in any event not more than one hundred and twenty (120) days after the end of each fiscal year, deliver to Bank its audited annual financial statements, including its audited consolidated balance sheet, income statement and statement of cash flows and financial position, and including an unqualified opinion from a nationally recognized accounting firm reasonably acceptable to Bank. (c) As soon as practicable but in any event not more than sixty (60) days after the end of each fiscal quarter of LESCO, deliver to Bank its unaudited quarterly financial statements, including its unaudited consolidated balance sheet, income statement and statement of cash flows and financial position, accompanied by a certificate from LESCO's chief financial officer that such financial statements were prepared in accordance with generally accepted accounting principals applied on a consistent basis and present fairly the consolidated financial position of LESCO as of the end of such fiscal quarter and the results of its operations, subject to normal year end audit adjustments. (d) LESCO will deliver to Bank copies of all compliance certificates delivered to its lenders under its credit facilities, if any. (e) LESCO will satisfy the financial covenant set forth on Schedule 6.7(c). Within fifteen (15) days after the end of each fiscal quarter of LESCO, LESCO will deliver to Bank a written certification by the chief financial officer of LESCO certifying that LESCO is in compliance with the financial covenant set forth in Schedule 6.7(c) or, if not, providing a reasonably detailed explanation as to the reasons for and the status of LESCO's non-compliance. Each such certificate shall set forth in a manner reasonably acceptable to Bank the calculation of such compliance. - 15 - (f) Concurrently with the delivery of the certificate referred to in Section 6.7(c), LESCO shall deliver a certificate signed by the chief financial officer of LESCO, to the effect that, to the best of his or her knowledge, LESCO is in compliance in all material respects with all applicable environmental laws and OSHA. To the extent LESCO is not in material compliance with the foregoing laws, the certificate shall set forth with specificity all areas of such non-compliance and the proposed action LESCO will implement in order to achieve material compliance. For purposes of this Section 6.7(d), LESCO shall not be deemed to be out of compliance with applicable environmental laws and OSHA if the aggregate liability to LESCO resulting from such non-compliance for any fiscal quarter of LESCO (taking into account all violations incurred during such quarter or remaining outstanding from prior quarters) is less than or equal to One Hundred Thousand Dollars ($100,000). SECTION 6.8 ACCESS. LESCO will permit Bank's representatives to visit Store Locations during normal business hours with reasonable advance notice. LESCO will also permit Bank to review and obtain copies of all of the books and records of LESCO relating to the Program and authorizes Bank to monitor the administration and promotion of the Program through mystery shopping and by other reasonable means. SECTION 6.9 INSERTS AND BILLING MESSAGES. (a) Beginning as of the expiration of the Interim Transition Period, for each billing statement sent to Accountholders during a billing cycle during the Term, Bank will make available to LESCO a space for one (1) customized message on the billing statement and Bank will include as many LESCO inserts into each billing statement as possible (but in no event more than eight (8) in the case of BRC Accounts and ten (10) in the case of Prox Accounts) without causing the weight of the billing statement package to exceed one ounce; provided that if Bank is required by law to send a notice in such month then such notice shall take priority, and; provided further, that if LESCO wishes Bank to include LESCO's inserts in any billing statements in which the inclusion of such inserts will cause the postage on such billing statements to exceed one ounce, then LESCO will provide at least five (5) days prior notice to Bank to enable Bank to adjust its process and LESCO will pay the overweight postage charges resulting therefrom. The foregoing notwithstanding, Bank is not required to include any LESCO statement messages or billing inserts unless Bank receives such statement messages or copies of the billing inserts at least fifteen (15) days prior to the calendar month for the scheduled mailing date. LESCO will provide copies of all billing inserts to Bank at its own cost. (b) The form of customized messages and all billing inserts will comply with Bank's specifications as provided to LESCO from time to time, and Bank shall have the right to reject any message or billing statement that Bank reasonably believes is detrimental to the image of the Bank or the Program. In addition, any Bank billing inserts or statement messages that Bank reasonably believes are required by law or to protect Bank's interest in the Accounts will take priority over LESCO's billing inserts or statement messages. For the avoidance of doubt, only billing inserts and statement messages regarding the Program, or goods and services available for purchase from LESCO under the Program, shall qualify for inclusion in Accountholder billing statements. - 16 - SECTION 6.10 EXTENDED WARRANTIES. LESCO will not be permitted to finance on Accounts extended warranties or service contracts without the prior written approval of Bank. With respect to either of the foregoing, if LESCO seeks Bank's consent to finance such products under the Program, LESCO agrees to review with Bank its offering of and procedures concerning the sale and fulfillment of such products. LESCO understands that any third party insurer of any extended warranty program proposed by LESCO shall be subject to financial review by Bank and must otherwise be reasonably acceptable to Bank. Even where approved by Bank, LESCO shall be responsible for ensuring that any extended warranties or service contract