SECURITY AGREEMENT

Exhibit 10(a)

REVOLVING CREDIT

AND

SECURITY AGREEMENT

NATIONAL CITY BUSINESS CREDIT, INC.
(AS LENDER, ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT)

and

NATIONAL CITY BANK
(AS ISSUER)

and

SUCH OTHER LENDERS WHICH ARE NOW OR HEREAFTER A PARTY HERETO

and

LESCO, INC.
(AS BORROWING AGENT AND AS A BORROWER)

and

THE OTHER BORROWERS PARTY HERETO
(AS BORROWERS)

Date September 27, 2006

TABLE OF CONTENTS

REVOLVING CREDIT AND SECURITY AGREEMENT

               This Revolving Credit and Security Agreement (this “Agreement”), has been executed and dated as of September 27, 2006 by and among the Borrowers (as hereinafter defined), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually, a “Lender”), National City Business Credit, Inc., an Ohio corporation (“NCBC”), as administrative agent and collateral agent for the Lenders and the Issuer (as hereinafter defined) (NCBC, in such capacity, the “Agent”), and National City Bank, a national banking association, as the lead arranger and Issuer.

                IN CONSIDERATION of the mutual covenants and undertakings herein contained, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders, the Agent and the Issuer hereby agree as follows:

      I. DEFINITIONS .

      1.1 Accounting Terms .

               As used in this Agreement, the Notes, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP. All financial computations to be made under this Agreement shall, unless otherwise specifically provided herein, be made in accordance with GAAP applied on a basis consistent in all material respects with the financial statements delivered to the Agent and the Lenders on or prior to the Closing Date.

      1.2 General Terms .

               For purposes of this Agreement, the following terms shall have the following meanings:

               “ Accountants ” shall have the meaning set forth in Section 9.7.

               “ Advances ” shall mean and include the Revolving Advances and Letters of Credit.

               “ Advance Rates ” shall have the meaning set forth in Section 2.1(a) hereof.

               “ Affected Lender ” shall have the meaning set forth in Section 16.3(h) hereof.

               “ Affiliate ” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote five percent (5%) or more of the securities having

ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

               “ Agent ” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

               “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the higher of: (a) the rate of interest which is established from time to time by National City Bank at its principal office in Cleveland, Ohio as its “prime rate” or “base rate” in effect, such rate to be adjusted automatically, without notice, as of the opening of business on the effective date of any change in such rate (it being agreed that: (i) such rate is not necessarily the lowest rate of interest then available from National City Bank on fluctuating rate loans and (ii) such rate may be established by National City Bank by public announcement or otherwise) and (b) the Federal Funds Effective Rate in effect on such day plus one half of one percent (.50%).

               “ Anti-Terrorism Laws ” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

               “ Applicable Base Rate Margin ” shall have the meaning set forth in Section 3.1(b) hereof.

               “ Applicable Facility Fee Percentage ” shall have the meaning set forth in Section 3.3 hereof.

               “ Applicable Letter of Credit Fee Percentage ” shall have the meaning set forth in Section 3.2(a) hereof.

               “ Applicable LIBOR Rate Margin ” shall have the meaning set forth in Section 3.1(b) hereof.

               “ Approved Electronic Communications ” shall mean each notice, demand, communication, information, document and other material that any party is obligated to, or otherwise chooses to, provide to the Agent and the Lenders by electronic transmission pursuant to this Agreement or any Other Document or the transactions contemplated therein, including, without limitation, any financial statement, financial and other report, notice, request, certificate and other information material; provided , however , that, “Approved Electronic Communication” shall exclude (a) any Advance request, Letter of Credit application, any request for conversion, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing borrowing, (b) any other notice relating to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefore, (c) all notices of any Default or Event of Default and (d) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article VIII or any other condition to any borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

               “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 16.3), and accepted by the Agent, in form and substance acceptable to the Agent.

               “ Authority ” shall have the meaning set forth in Section 4.18(d) hereof.

               “ Availability Block ” shall mean Ten Million Dollars ($10,000,000); provided that the Availability Block shall be released at such time as the Loan Parties are in compliance with the financial standards contained in Section 6(d) of the TCS Supply Agreement for at least one fiscal quarter; and, provided further that, the Availability Block shall immediately be reinstated at such time as the Loan Parties are not in compliance with the financial standards contained in Section 6(d) of the TCS Supply Agreement.

               “ Blocked Account Agreements ” shall mean, collectively, each of the Blocked Account Agreements in form and substance satisfactory to the Agent, entered into by the Borrowers, as applicable, the Agent and the applicable Lockbox Bank at which the applicable Collection Account is located, together with all amendments, supplements, modifications, substitutions and replacements thereto and thereof.

               “ Blocked Person ” shall have the meaning assigned to such term in Section 5.23(b) hereof.

               “ Borrower ” shall mean LESCO, Inc., its wholly-owned Subsidiaries and any other Person who may hereafter become a party hereto and “ Borrowers ” shall collectively mean all such Persons.

               “ Borrowing Agent ” shall mean LESCO, Inc.

               “ Borrowing Base Certificate ” shall mean a certificate duly executed by an officer of the Borrowing Agent appropriately completed and in substantially the form of Exhibit A hereto.

               “ Business Day ” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Cleveland, Ohio and, if the applicable Business Day relates to any Libor Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market.

               “ Capital Expenditures ” shall mean any expenditure made or liability incurred which is, determined in accordance with GAAP, treated as a capital expenditure and not as an expense item for the year in which it was made or incurred, as the case may be.

               “ Cash Concentration Account ” shall mean, with respect to the Borrowers, that certain commercial deposit account at National City Bank, in the name of NCBC, designated as “National City Business Credit, Inc. (as Agent for the benefit of the Lenders and the Issuer) LESCO, Inc. Cash Concentration Account”, which shall be: (a) maintained by the Agent with National City Bank pursuant to a Deposit Account Agreement, without liability by the Agent or National City Bank to pay interest thereon, (b) the funds within which shall be the sole and exclusive property of the Agent for the pro rata benefit of the Lenders and (c) from which

account the Agent shall have the irrevocable and exclusive right to withdraw funds until all of the Obligations are paid, performed, satisfied and enforced in full and the commitments of the Lenders to make Advances hereunder and all Letters of Credit have terminated.

               “ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq.

               “ Change of Control ” shall mean (a) the occurrence of any event (whether in one or more transactions) which results in a transfer of control of any Loan Party other than LESCO, Inc. or (b) any merger or consolidation of or with any Loan Party in which the Loan Party is not the surviving party or sale of all or substantially all of the property or assets of any Loan Party. For purposes of this definition, “control of Loan Party” shall mean the power, direct or indirect (x) to vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of any Loan Party or (y) to direct or cause the direction of the management and policies of any Loan Party by contract or otherwise.

               “ Charges ” shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other similar governmental authority, domestic or foreign (including, without limitation, the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, any Loan Party or any of its Affiliates.

               “ CIP Regulations ” shall have the meaning assigned to such term in Section 14.11 hereof.

               “ Closing Date ” shall mean September 27, 2006 or such other date as may be agreed to by the parties hereto.

               “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

               “ Collateral ” shall mean all property owned by each Borrower, whether now owned or existing, or hereafter arising or acquired or received by a Borrower, wherever located, including without limitation:

               (a) all Receivables;

               (b) all Equipment;

               (c) all General Intangibles;

               (d) all Inventory;

               (e) all Investment Property;

               (f) all of each Loan Party’s right, title and interest in and to (i) its respective goods and other personal property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of each Loan Party’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lien or, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all additional amounts due to any Loan Party from any Customer relating to the Receivables; (iv) other property, including warranty claims, relating to any goods securing this Agreement; (v) all of each Loan Party’s contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts including, but not limited to, the Blocked Accounts, letters of credit, and money; (vi) all commercial tort claims (whether now existing or hereafter arising); (vii) if and when obtained by any Loan Party, all real and personal property of third parties in which such Loan Party has been granted a lien or security interest as security for the payment or enforcement of Receivables; and (viii) any other goods or personal property, if any, in which any Loan Party may hereafter in writing grant a security interest to the Agent hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between the Agent and any Loan Party;

               (g) all of each Loan Party’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computer software (owned by any Loan Party or in which it has an interest), computer programs, tapes, disks and documents relating to (a), (b), (c), (d), (e) or (f) of this Paragraph; and

               (h) all proceeds and products of (a), (b), (c), (d), (e), (f) and (g) in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds.

               “ Collection Accounts ” shall have the meaning set forth in Section 4.15(g) hereof.

               “ Commitment Percentage ” of any Lender shall mean the percentage set forth below such Lender’s name on the signature page hereof as same may be adjusted upon any assignment by a Lender pursuant to Section 16.3 hereof.

               “ Consents ” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties, domestic or foreign, necessary to carry on any Loan Party’s business, including, without limitation, any Consents required under all applicable federal, state or other applicable law.

               “ Contract Rate ” shall mean, as of the date of determination, an interest rate per annum equal to (a) the Alternate Base Rate plus the Applicable Base Rate Margin with respect to Domestic Rate Loans and (b) the sum of the Libor Rate plus the Applicable LIBOR Rate Margin with respect to Libor Rate Loans.

               “ Controlled Group ” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any Loan Party, are treated as a single employer under Section 414 of the Code.

               “ Customer ” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

               “ Customs ” shall have the meaning set forth in Section 2.10(c) hereof.

               “ Default ” shall mean an event which, with the giving of notice or passage of time or both, would constitute an Event of Default.

               “ Default Rate ” shall have the meaning set forth in Section 3.1(d) hereof.

               “ Defaulting Lender ” shall have the meaning set forth in Section 2.15(a) hereof.

               “ Deposit Account Agreement ” shall have the meaning set forth in Section 4.15(g) hereof.

               “ Dollar ” and the sign “ $ ” shall mean lawful money of the United States of America.

               “ Domestic Rate Loan ” shall mean any Advance that bears interest based upon the Alternate Base Rate.

               “ Earnings Before Interest and Taxes ” shall mean for any fiscal period the sum of (i) net income (or loss) of the Loan Parties and their Subsidiaries determined on a consolidated basis for such period (excluding extraordinary gains and extraordinary non-cash losses) in accordance with GAAP, (ii) plus all interest expense of the Loan Parties and their Subsidiaries determined on a consolidated basis for such period in accordance with GAAP and (iii) plus all charges against or minus credits to income of the Loan Parties and their Subsidiaries for federal, state and local taxes determined on a consolidated basis for such period in accordance with GAAP.

               “ EBITDA ” shall mean for any fiscal period the sum of (i) Earnings Before Interest and Taxes for such period, (ii) plus depreciation expenses of the Loan Parties and their Subsidiaries determined on a consolidated basis for such period, and (iii) plus amortization expenses of the Loan Parties and their Subsidiaries determined on a consolidated basis for such period in accordance with GAAP.

               “ Eligible Assignee ” shall mean any of the following Persons: (a) a Lender; (b) an Affiliate of a Lender; and (c) any other Person (other than a natural person) approved by (i) so long as no default or Event of Default has occurred, the Borrowing Agent, the approval of which shall not be unreasonably withheld, (ii) the Agent, and (iii) in the case of any assignment of a commitment to make Advances hereunder, the Issuer, provided , that, notwithstanding the

foregoing, a Person shall only be an “Eligible Assignee” if (i) such Person shall have complied with the requirements of Section 16.17, and (ii) the assignment to or participation of such Person shall not constitute a “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code).

               “ Eligible Credit Card Receivables ” means, at any time, Receivables (other than Eligible Receivables) due to the Borrowers (net of standard chargebacks and standard fees due to the credit card issuer or processor and without reference to any rights of customers to return goods) from (a) General Electric Financial Corporation, Visa, MasterCard, American Express Co., Discover, to the extent processed by a major credit card processor, and (b) other major credit card issuers and/or processors acceptable to the Agent, that (i) arise in the ordinary course of business for the purchase of merchandise which has been earned by performance and (ii) are deemed by the Agent to be eligible as the basis for Advances hereunder. Without limiting the Agent’s discretion provided herein, Eligible Credit Card Receivables shall not include Receivables:

               “ Eligible Inventory ” shall mean and include with respect to each Borrower, Inventory, excluding work-in-process and raw materials (unless otherwise deemed eligible by the Agent), of each Borrower, valued at the lower of cost or market value, determined on a first-in-first-out basis, which is not, in the Agent’s reasonable opinion, obsolete, slow moving or unmerchantable and which the Agent, in its sole and reasonable discretion, shall not deem ineligible Inventory, based on such considerations as the Agent may from time to time reasonably deem appropriate including, without limitation, whether the Inventory is subject to a perfected, first priority security interest in favor of the Agent and whether the Inventory conforms to all standards imposed by any governmental agency, division or department thereof which has regulatory authority over such goods or the use or sale thereof.

In addition, no Inventory of any Borrower shall be Eligible Inventory if it:

               (a) is not owned by such Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Inventory), except the Liens in favor of the Agent, on behalf of itself and the Lenders, and other Permitted Encumbrances (notwithstanding the foregoing no seed inventory subject to any Lien other than Liens of the Agent or the Lenders shall be included as Eligible Inventory);

               (b) (i) is not located on one of Borrowers’ Stores-on-Wheels ^® vehicles or on premises owned, leased or rented by such Borrower and located in the continental United States and set forth in Schedule 4.5 (as such Schedule may be updated from time to time), or (ii) is stored at a leased location, unless it is located in the continental United States and a reasonably satisfactory landlord waiver has been delivered to the Agent, or a Reserve equal to three (3) months’ rent thereat has been established by the Agent with respect thereto or (iii) is stored with a bailee or warehouseman unless it is located in the continental United States and a reasonably satisfactory warehouseman waiver or a reasonably satisfactory, acknowledged bailee letter has been received by the Agent or, except in the case where Turf Care Supply Corp. shall act as the bailee or warehouseman, in which case Section 8.3 shall apply, a Reserve equal to three (3) months’ rent thereat has been established by the Agent with respect thereto, or (iv) is located at a location owned by a Borrower that is subject to a mortgage in favor of a lender other than the Agent unless it is located in the continental United States and a reasonably satisfactory mortgagee waiver has been delivered to the Agent, or a Reserve equal to three (3) months’ mortgage payment thereat has been established by the Agent with respect thereto;

               (c) is in transit unless such otherwise Eligible Inventory is (i) in transit from a domestic location owned by a Borrower (or leased and subject to a waiver, bailee letter or Reserve as specified in subparagraph (b) immediately above) or a domestic location identified on Schedule 8.1 (as such Schedule may be updated from time to time) to a domestic location owned by a Borrower (or leased and subject to a waiver, bailee letter or Reserve as specified in subparagraph (b) immediately above) or a location identified on Schedule 8.1 (as such Schedule may be updated from time to time) or (ii) inventory for which title has passed to such Borrower, which is insured to the full value thereof and with respect to which (A) all negotiable bills of lading shall be properly endorsed and in the Agent’s possession and (B) all non-negotiable bills of lading shall be issued in the Agent’s name;

               (d) is covered by a negotiable document of title, unless such document has been delivered to the Agent with all necessary endorsements, free and clear of all Liens except Permitted Encumbrances;

               (e) is placed on consignment (or is being held pursuant to a consignment agreement);

               (f) is purged (i.e., excess or obsolete), unsalable, shopworn, seconds, damaged or unfit for sale;

               (g) consists of goods which have been returned by the Customer, excluding goods that are salable or returned for reprocessing in the ordinary course of business;

               (h) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts for a Borrower’s consumption (and not, for example, stocking parts for sale (e.g., replacement parts for mower decks);

               (i) is not of a type held for sale in the ordinary course of such Borrower’s business;

               (j) breaches any of the representations or warranties pertaining to Inventory of such Borrower set forth in this Agreement or in any of the Other Documents;

               (k) consists of any costs associated with “freight-in” charges to the extent of any costs associated with freight-in charges;

               (l) consists of any gross profit mark-up in connection with the sale and distribution thereof to any division of any Borrower or to any Affiliate of such Borrower;

               (m) consists of Hazardous Substances or goods that can be transported or sold only with licenses that are not held by a Borrower;

               (n) is not covered by casualty insurance as required by terms of this Agreement reasonably acceptable to the Agent;

               (o) was produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provision contained in Title 29 U.S.C. Section 215(a)(1); or

               (p) is not otherwise satisfactory to the Agent as determined in good faith by the Agent in the exercise of its discretion in a reasonable manner.

               “ Eligible Receivables ” shall mean and include with respect to each Borrower, each Receivable consisting solely of accounts of such Borrower arising in the ordinary course of such Borrower’s business and which the Agent, in its sole and reasonable credit judgment, shall deem to be an Eligible Receivable, based on such considerations as the Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to the Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence

reasonably satisfactory to the Agent. In addition, no Receivable of a Borrower shall be an Eligible Receivable if:

               (a) it arises out of a sale made by any Borrower to an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower;

               (b) it is unpaid more than ninety (90) days after the original invoice date;

               (c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder;

               (d) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;

               (e) the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing unless and until any of the foregoing actions or events are withdrawn or otherwise terminated within sixty (60) days of the commencement or occurrence thereof;

               (f) the sale is to a Customer outside the United States of America or Canada, unless the sale is on letter of credit, guaranty or acceptance terms, in each case reasonably acceptable to the Agent;

               (g) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

               (h) the Agent believes, in its sole reasonable judgment, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

               (i) the Customer is the United States of America, or any department, agency or instrumentality thereto, unless the applicable Borrower assigns its right to payment of such Receivable to the Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable laws and has complied with Section 6.4 hereof;

               (j) the goods giving rise to such Receivable have not been shipped to the Customer or the services giving rise to such Receivable have not been performed by the applicable Borrower or the Receivable otherwise does not represent a final sale;

               (k) the Receivables of a Customer exceed a credit limit determined by the Agent, in its reasonable commercial judgment, to the extent such Receivables exceed such limit;

               (l) the Receivable is subject to any offset (unless such Borrower has received a letter from the Customer in form and substance satisfactory to the Agent indicating that such Customer shall not exercise its right of offset), deduction, defense, dispute, or counterclaim, or is owed by a Customer that is also a creditor or supplier of a Borrower (but only to the extent of such Borrower’s obligations to such Customer from time to time) or the Receivable is contingent in any respect or for any reason (but only to the extent of such offset, deduction, defense, dispute or counterclaim);

               (m) the applicable Borrower has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment or volume purchase, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

               (n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed (but only to the extent of such dispute);

               (o) such Receivable is not payable to a Borrower; or

               (p) such Receivable is not otherwise satisfactory to the Agent as determined in good faith by the Agent in the exercise of its discretion in a reasonable manner.

               “ Environmental Complaint ” shall have the meaning set forth in Section 4.18(d) hereof.

               “ Environmental Laws ” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto.

               “ Equipment ” shall mean and include as to each Loan Party all of such Loan Party’s goods (other than Inventory) whether now owned or hereafter acquired and wherever located including, without limitation, all equipment, machinery, apparatus, vehicles, fittings, furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions therefor or accessions thereto.

               “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

               “ Eurocurrency Reserve Percentage ” means, for any Interest Period in respect of any Libor Rate Loan, as of any date of determination, the aggregate of the then stated maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, applicable to such Interest Period (if more than one such percentage is applicable, the daily average of such percentages for those days in such Interest Period during

which any such percentages shall be so applicable) by the Board of Governors of the Federal Reserve System, any successor thereto, or any other banking authority, domestic or foreign, to which the Agent or any Lender may be subject in respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board) or in respect of any other category of liabilities including deposits by reference to which the interest rate on Libor Rate Loans is determined or any category of extension of credit or other assets that include the Libor Rate Loans. For purposes hereof, such reserve requirements shall include, without limitation, those imposed under Regulation D of the Federal Reserve Board and the Libor Rate Loans shall be deemed to constitute Eurocurrency Liabilities subject to such reserve requirements without benefit of credits for proration, exceptions or offsets which may be available from time to time to the Agent under said Regulation D.

               “ Event of Default ” shall mean the occurrence of any of the events set forth in Article X hereof.

               “ Executive Order No. 13224 ” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

               “ Facility Termination Date ” shall have the meaning set forth in Section 13.1 hereof.

               “ Federal Funds Effective Rate ” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest one hundredth of one percent (1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , however , that: (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such a rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (b) if such rate is not so published for any Business Day, the Federal Funds Rate for such Business Day shall be the average of quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by the Agent.

               “ Fee Letter ” shall have the meaning set forth in Section 3.5.

               “ Fixed Charge Coverage Ratio ” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA minus Capital Expenditures that were not specifically funded by Indebtedness (other than a Revolving Advance) of the Loan Parties and their Subsidiaries on a consolidated basis with respect to such period, minus cash taxes paid by the Loan Parties and their Subsidiaries on a consolidated basis with respect to such period minus cash dividends and cash distributions of the Loan Parties and their Subsidiaries on a consolidated basis with respect to such period as permitted by Section 7.7 hereof to (b) Fixed Charges.

               “ Fixed Charges ” shall mean, with respect to any fiscal period, the sum of (a) cash interest expense of the Loan Parties and their Subsidiaries determined on a consolidated basis with respect to such period in accordance with GAAP, plus (b) scheduled principal payments on

Indebtedness of the Loan Parties and their Subsidiaries on a consolidated basis with respect to such period (for avoidance of doubt, Fixed Charges shall not include any payment on Revolving Advances hereunder).

               “ Formula Amount ” shall have the meaning set forth in Section 2.1(a).

               “ Fund ” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

               “ GAAP ” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

               “ General Intangibles ” shall mean and include as to each Loan Party all of such Loan Party’s general intangibles, whether now owned or hereafter acquired including, without limitation, all payment intangibles, choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and dates, registration, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security, held by or granted to such Loan Party to secure payment of any of the Receivables by a Customer (other than to the extent covered by Receivables), all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

               “ Governmental Body ” shall mean any nation or government, any state or other political subdivision thereof or any entity exercising the legislative, judicial, regulatory or administrative functions of or pertaining to a government.

               “ Guarantor ” shall mean any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “ Guarantors ” means collectively all such Persons.

               “ Guaranty ” shall mean any guaranty of the obligations of the Borrowers executed by a Guarantor in favor of the Agent for its benefit, the benefit of the Issuer and for the ratable benefit of the Lenders, together with all amendments, supplements, modifications, substitutions and replacements thereto and thereof.

               “ Hazardous Discharge ” shall have the meaning set forth in Section 4.18(d) hereof.

               “ Hazardous Substance ” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA or any other applicable Environmental Law and in the regulations adopted pursuant thereto.

               “ Hazardous Wastes ” shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal and state laws now in force or hereafter enacted relating to hazardous waste disposal.

               “ Hedging Contracts ” shall mean foreign exchange contracts, currency swap agreements, futures contracts, interest rate protection agreements, interest rate future agreements, interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, option agreements or any other similar hedging agreements or arrangements entered into by a Loan Party in the ordinary course of business and not for speculative purposes.

               “ Hedging Obligations ” shall mean all liabilities of a Loan Party under Hedging Contracts.

               “ Incentive Pricing Effective Date ” shall have the meaning set forth in Section 3.1(b) hereof.

               “ Indebtedness ” of a Person at a particular date shall mean all obligations of such Person which in accordance with GAAP would be classified upon a balance sheet as liabilities (except capital stock and surplus earned or otherwise) and in any event, without limitation by reason of enumeration, shall include all Hedging Obligations, indebtedness, debt and other similar monetary obligations of such Person whether direct or guaranteed, and all premiums, if any, due at the required prepayment dates of such indebtedness, and all indebtedness secured by a Lien on assets owned by such Person, whether or not such indebtedness actually shall have been created, assumed or incurred by such Person. Any indebtedness of such Person resulting from the acquisition by such Person of any assets subject to any Lien shall be deemed, for the purposes hereof, to be the equivalent of the creation, assumption and incurring of the indebtedness secured thereby, whether or not actually so created, assumed or incurred.

               “ Ineligible Security ” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

               “ Intercreditor Agreement ” shall mean, collectively, the Intercreditor Agreements dated of even date herewith by and among (a) Turf Care Supply Corp., LESCO, Inc. and the Agent and (b) GE Capital Financial Inc., LESCO, Inc. and the Agent, and any other Intercreditor Agreement among LESCO, Inc., the Agent and such other Person, as may be entered into hereafter from time to time, which shall be in form and substance reasonably satisfactory to the Agent, all of the foregoing together with all amendments, supplements, modifications, substitutions and replacements thereto and thereof.

               “ Interest Period ” shall mean the period provided for any Libor Rate Loan pursuant to Section 2.2(b) hereof.

               “ Inventory ” shall mean and include as to each Loan Party all of such Loan Party’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s

business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

               “ Inventory Advance Rate ” shall have the meaning set forth in Section 2.1(a) hereof.

               “ Investment Property ” shall mean and include as to each Loan Party, all of such Loan Party’s now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts.

               “ ISP ” shall have the meaning set forth in Section 2.9(b).

               “ Issuer ” means, with respect to any Letter of Credit, the issuer of such Letter of Credit and shall be, with respect to any Letter of Credit hereunder, National City Bank, or each other Lender that is requested by the Agent with the approval of the Borrowing Agent, and agrees to act as an Issuer, and each of their successors and assigns (and which may be replaced at the sole discretion of the Agent).

               “ Lender ” and “ Lenders ” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender.

               “ Letter of Credit Application ” shall have the meaning set forth in Section 2.9(a) hereof.

               “ Letter of Credit Fees ” shall have the meaning set forth in Section 3.2 hereof.

               “ Letters of Credit ” shall have the meaning set forth in Section 2.8 hereof.

               “ Libor Rate ” means, for any Interest Period with respect to a Libor Rate Loan, the quotient (rounded upwards, if necessary, to the nearest one sixteenth of one percent (1/16th of 1%) of: (x) the per annum rate of interest, determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 12:00 noon (London time) two (2) Business Days prior to the beginning of such Interest Period pertaining to such Libor Rate Loan, as provided by Bloomberg’s or Reuters (or any other similar company or service that provides rate quotations comparable to those currently provided by such companies as the rate in the London interbank market), as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Dollars or in the London interbank market) as the rate in the London interbank market for deposits in Dollars in immediately available funds with a maturity comparable to such Interest Period divided by (y) a number equal to 1.00 minus the Eurocurrency Reserve Percentage. In the event that such rate quotation is not available for any reason, then the rate (for purposes of clause (x) hereof) shall be the rate, determined by the Agent as of approximately 12:00 noon (London time) two (2) Business Days prior to the beginning of such Interest Period pertaining to such Libor Rate Loan, to be the average (rounded upwards, if necessary, to the nearest one sixteenth of one percent (1/16th of 1%)) of the per annum rates at which deposits in Dollars in immediately available funds in an amount comparable to such Libor borrowing and with a maturity comparable to such Interest Period are offered to the prime banks by leading banks in the London interbank market.

The Libor Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Percentage.

               “ Libor Rate Loan ” shall mean an Advance at any time that bears interest based on the Libor Rate.

               “ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including, without limitation, any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

               “ Loan Account ” shall have the meaning set forth in Section 2.7 hereof.

                “Loan Party or Loan Parties” shall mean singularly or collectively, as the context may require, each Borrower and each Guarantor, if any,

               “ Lockbox ” shall mean a post office box rented by and in the name of the Borrowing Agent (or any other Borrower acceptable to the Agent) as required by this Agreement and as to which only the applicable Lockbox Bank and the Agent have access pursuant to the requirements of this Agreement and which can not be closed by the applicable Lockbox Bank without the consent of the Agent pursuant to the applicable Blocked Account Agreement.

               “ Lockbox Agreement ” shall have the meaning set forth in Section 4.15(g) hereof.

               “ Lockbox Bank ” shall mean National City Bank and, for such period as is acceptable to the Agent, any other financial institution acceptable to the Agent.

               “ Material Adverse Effect ” shall mean a material adverse effect on (a) the financial condition, results of operations, or business of the applicable Person or Persons, (b) any Loan Party’s ability to pay the Obligations in accordance with the terms thereof, (c) the value of the Collateral, or the Agent’s Liens on the Collateral or, subject to Permitted Encumbrances, the priority of any such Lien or (d) the practical realization of the benefits of the Agent’s and each Lender’s rights and remedies under this Agreement and the Other Documents.

               “ Maximum Revolving Advance Amount ” shall mean Fifty-Five Million Dollars ($55,000,000).

               “ Monthly Advances ” shall have the meaning set forth in Section 3.1(a) hereof.

               “ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Sections 3(37) and 4001(a)(3) of ERISA.

               “ National City Bank ” shall mean National City Bank, a national banking association, and its successors and assigns.

               “ NCBC ” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

               “ Net Orderly Liquidation Value ” means with respect to Inventory or equipment of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Agent by an appraiser acceptable to the Agent net of all costs of liquidation thereof.

               “ Note ” shall mean each Revolving Credit Note and “ Notes ” shall collectively mean all of the Revolving Credit Notes.

               “ Obligations ” shall mean and include any and all loans, advances, debts, liabilities, obligations, covenants and duties (absolute, contingent, matured or unmatured) owing by the Loan Parties to the Lenders, the Issuer or the Agent or to any other direct or indirect subsidiary or affiliate of the Agent, the Issuer or any Lender of any kind or nature, present or future (including, without limitation, any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, (including, without limitation, this Agreement and the Other Documents) whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any Hedging Contract or in connection with any cash management or treasury administration services or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Agent’s, the Issuers or any Lenders non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, including, but not limited to, any and all of any Loan Party’s Indebtedness and/or liabilities under this Agreement, the Other Documents or under any other agreement between the Agent, the Issuer or the Lenders and any Loan Party and any amendments, extensions, renewals or increases and all costs and expenses of the Agent, the Issuer and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to, reasonable attorneys’ fees and expenses and all obligations of any Loan Party to the Agent, the Issuer or the Lenders to perform acts or refrain from taking any action.

               “ Other Documents ” shall mean, individually or collectively, as the context may require, the Revolving Credit Notes, the Perfection Certificate, the Letters of Credit, the Blocked Account Agreements, the Waivers, the Intercreditor Agreements, any Guaranty, and any and all other agreements, instruments and documents, including, without limitation, guaranties, pledges, powers of attorney, consents, and all other writings heretofore, now or hereafter executed by any Loan Party and/or delivered to the Agent, the Issuer or any Lender in respect of the transactions contemplated by this Agreement.

               “ Parent ” of any Person shall mean a corporation or other entity owning, directly or indirectly at least fifty percent (50%) of the shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of the Person, or other Persons performing similar functions for any such Person.

               “ Participant ” shall mean have the meaning set forth in Section 16.3(d).

               “ Payment Office ” shall mean initially 1965 East Sixth Street, 4 ^th Floor, Cleveland, Ohio 44114; thereafter, such other office of the Agent, if any, which it may designate by notice to the Borrowing Agent and to each Lender to be the Payment Office.

               “ PBGC ” shall mean the Pension Benefit Guaranty Corporation.

               “ Perfection Certificate ” shall mean the Perfection Certificate and the responses thereto provided by the Borrowers and their Subsidiaries to the Agent.

               “ Permitted Encumbrances ” shall mean (a) Liens in favor of the Agent for the benefit of the Agent and the Lenders; (b) Liens for taxes, assessments or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by the Loan Parties in accordance with GAAP; provided, that, such Liens shall have no effect on the priority of the Liens in favor of the Agent or the value of the assets in which the Agent has such a Lien and a stay of enforcement of any such Lien shall be in effect; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance or general liability or product liability insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, performance bonds, surety and appeal bonds and other obligations of like nature arising in the ordinary course of any Loan Party’s business; (e) mechanics, workers, materialmen’s, warehousemen’s, common carriers, landlord’s or other like Liens arising in the ordinary course of any Loan Party’s business with respect to obligations which are not due or which are being contested in good faith by the applicable Loan Party; (f) Liens placed upon equipment and real estate assets acquired or leased to secure a portion of the purchase price thereof, provided that (x) any such Lien shall not encumber any other property of the Loan Parties other than insurance and other proceeds of such equipment and real estate and (y) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases or leases during any fiscal year shall not exceed the amount provided for in Section 7.6; (g) Liens placed upon seed inventory acquired to secure a portion of the purchase price thereof, provided that any such Lien shall not encumber any other property of the Loan Parties other than insurance and other proceeds of such seed inventory; (h) zoning restrictions, easements, encroachments, rights of way, restrictions, leases, licenses, restrictive covenants and other similar title exceptions or Liens affecting Real Property, none of which materially impairs the use of such Real Property or the value thereof, and none of which is violated in any material respect by existing or supporting structures or land use; (i) attachment and judgment liens which do not constitute an Event of Default under Section 10.6; (j) Liens disclosed on Schedule 1.2 provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien; (k) Liens granted to finance special purchases of inventory from Commercial Turf Products consisting of hard goods such as mower decks and spreaders, so long as such Liens (i) attach only to such inventory purchased

from Commercial Turf Products and the proceeds thereof and (ii) are subject to an Intercreditor Agreement that is in form and substance satisfactory to the Agent; (l) Liens incidental to the conduct of a Borrower’s business incurred in the ordinary course thereof and that do not secure any indebtedness for borrowed money so long as such Liens are junior to the Liens of the Agent or the Lenders, and (m) Liens which are the subject of an Intercreditor Agreement.

               “ Person ” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or government (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

               “ Plan ” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of the Loan Parties or any member of the Controlled Group or any such Plan to which any Loan Party or any member of the Controlled Group is required to contribute on behalf of any of its employees.

               “ Projections ” shall have the meaning set forth in Section 5.5(a) hereof.

               “ Real Property ” shall mean all real property, both owned and leased, of the Loan Parties.

               “ Receivables ” shall mean and include, as to each Loan Party, all of such Loan Party’s accounts, contract rights, instruments (including those evidencing indebtedness owed to the Loan Parties by their Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables, and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale or lease of Inventory or the rendition of services (including, but not limited to, tolling arrangements), all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to the Agent hereunder.

               “ Receivables Advance Rate ” shall have the meaning set forth in Section 2.1(a)(i) hereof.

               “ Register ” shall have the meaning set forth in Section 16.3(c) hereof.

               “ Releases ” shall have the meaning set forth in Section 5.7(c)(i) hereof.

               “ Reportable Event ” shall mean a reportable event described in Section 4043(b) of ERISA or the regulations promulgated thereunder.

               “ Required Lenders ” shall mean, at any date of determination thereof, the Lenders holding at least fifty-one percent (51%) of the Advances and, if no Advances are outstanding, shall mean the Lenders holding fifty-one percent (51%) of the Commitment Percentages. Notwithstanding the foregoing, if there are only two Lenders, Required Lenders shall mean both Lenders.

               “ Reserves ” means any and all reserves which the Agent deems necessary in the exercise of reasonable business judgment (from the perspective of a secured asset-based lender) to maintain (including, without limitation, reserves for accrued and unpaid interest on the Obligations, liquidation reserves, banking services reserves, reserves for rent at locations leased by any Borrower and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for contingent liabilities of any Borrower, reserves for uninsured losses of any Borrower and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.

               “ Revolving Advances ” shall mean Advances made other than Letters of Credit.

               “ Revolving Credit Note ” or “ Revolving Credit Notes ” shall mean, singularly or collectively, as the context may require, the promissory notes referred to in Section 2.1(a) hereof.

               “ Section 20 Subsidiary ” shall mean the Subsidiary of the bank holding company controlling NCBC, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

               “ Settlement Date ” shall mean the Closing Date and thereafter Thursday of each week unless such day is not a Business Day in which case it shall be the next succeeding Business Day.

               “ Subsidiary ” shall mean a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

               “ TCS Supply Agreement ” shall mean that certain Long-Term Supply Agreement dated as of October 1, 2005 by and between Turf Care Supply Corp. and LESCO, Inc., as the same may be amended, restated, supplemented or otherwise modified.

               “ Termination Event ” shall mean (a) a Reportable Event with respect to any Plan or Multiemployer Plan; (b) the withdrawal of any Loan Party or any member of the Controlled Group from a Plan that is subject to Title IV of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (e) any event or condition (i) which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (ii) that would reasonably be expected to result in the termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (f) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of any Loan Party or any member of the Controlled Group from a Multiemployer Plan.

               “ Threshold Availability ” shall mean, at a particular date, an amount equal to the Formula Amount less the aggregate outstanding amount of the Revolving Advances plus the Availability Block.

               “ Toxic Substance ” shall mean and include any material present on the Real Property which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. Sections 2601 et seq., applicable state law, or any other applicable Federal or state laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

               “ UCP ” shall have the meaning set forth in Section 2.9(b) hereof.

               “ Undrawn Availability ” shall mean, at a particular date, an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount, minus the Availability Block, minus the aggregate amount of outstanding Letters of Credit, minus Reserves, minus (b) the outstanding amount of Revolving Advances.

               “ Uniform Commercial Code ” shall mean the Uniform Commercial Code or other similar law of the State of Ohio as in effect on the date of this Agreement and as amended from time to time.

               “ USA Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

               “ Waivers ” shall mean, collectively, any and all landlord’s waivers, warehouseman’s waivers, creditor’s waivers, mortgagee waivers and processing facility and similar bailee’s waivers, executed and delivered in connection with this Agreement, in form and substance satisfactory to the Agent, together with all amendments, supplements, modifications, substitutions and replacements thereto and thereof.

               “ Week ” shall mean the time period commencing with the opening of business on a Wednesday and ending on the end of business the following Tuesday.

      1.3 Uniform Commercial Code Terms .

               All terms used herein and defined in the Uniform Commercial Code as adopted in the State of Ohio from time to time shall have the meaning given therein unless otherwise defined herein. To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

      1.4 Certain Matters of Construction .

               The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.

Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa . All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which the Agent is a party, including, without limitation, references to any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.

      II. ADVANCES, PAYMENTS .

      2.1 Revolving Advances .

(i) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables and Eligible Credit Card Receivables, plus

(ii) up to:

(iii) the aggregate amount of outstanding Letters of Credit, minus

(iv) Reserves; minus

(v) the Availability Block.

The rates derived from Sections 2.1(a)(ii)(A) and (ii)(B) shall be referred to collectively as the “Inventory Advance Rate”. The Receivables Advance Rate and the Inventory Advance Rate shall be referred to as the “Advance Rates”. The amount derived from the sum of Sections 2.1(a)(i) and (ii) minus the sum of

Section 2.1(a)(iii), (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. Notwithstanding the foregoing, the amount derived in part (ii) above shall not include more than $10,000,000 for Inventory located on Borrowers’ Stores-on-Wheels ^® vehicles.

Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a) .

      2.2 Procedure for Borrowing Advances .

The Borrowing Agent shall elect the initial Interest Period applicable to a Libor Rate Loan by its notice of borrowing given to the Agent pursuant to Section 2.2(b) or by its notice of conversion given to the Agent pursuant to Section 2.2(d), as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Libor Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by the Borrowing Agent, the Borrowers shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(d) hereinbelow.

      2.3 Disbursement of Advance Proceeds .

               All Advances shall be disbursed from whichever office or other place the Agent may designate from time to time and, together with any and all other Obligations of the Borrowers to the Agent or the Lenders, shall be charged to the Loan Account on the Agent’s books. During the term of this Agreement, the Borrowers may use the Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof. The proceeds of each Revolving Advance requested by the Borrowers or deemed to have been requested by the Borrowers under Section 2.2(a) hereof shall, with respect to requested Revolving Advances to the extent the Lenders make such Revolving Advances, be made available to the applicable Borrower on the day so requested by way of credit to the Borrowing Agent’s operating account at National City Bank, or such other bank as the Borrowing Agent may designate following notification to the Agent, in immediately available federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by any Borrower, be disbursed to the Agent to be applied to the outstanding Obligations giving rise to such deemed request.

      2.4 Maximum Advances .

               Subject to Section 16.2(b), the aggregate balance of outstanding Advances outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less Reserves or (b) the Formula Amount (without duplication of the amount of Letters of Credit).

      2.5 Repayment of Advances .