Turf Care
Supply Corp.
C/o Jason Farber
50 Pearl Road, Suite 200
Brunswick, OH 44212
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Re:
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LONG-TERM SUPPLY AGREEMENT (the
“ Agreement ”) dated as of October 1, 2005
by and between Turf Care Supply Corp., a Delaware corporation
(“ Supplier ”), and LESCO, Inc., an Ohio
corporation (“ LESCO ”)
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LESCO intends to
enter into a credit facility on or about September 27, 2006
with National City Business Credit, Inc. (“ NCBC
”) and the other borrowers and lenders party thereto (the
“ Credit Facility ”), that will benefit LESCO,
and, therefore, Supplier. To induce NCBC to enter into the Credit
Facility, LESCO has requested and Supplier has agreed, for the
aforementioned and other good and valuable consideration,
including, without limitation, the stand-by letter of credit
described below, the receipt and sufficiency of which are hereby
acknowledged, that, to the extent that it has the right to exercise
any of rights or remedies against LESCO in connection with the
Agreement, whether pursuant to the Agreement or at law or in equity
(collectively, the “ Remedies ”), it will not
exercise any such Remedies against LESCO from the date hereof until
March 31, 2007 (the “ Term ”).
Additionally, after the expiration of the Term, Supplier agrees
that it shall not exercise any Remedies against LESCO until it
provides LESCO and NCBC with 30 days prior written notice of
its intention to exercise such Remedies
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