FIRST AMENDMENT
Exhibit
10.1
FIRST
AMENDMENT, dated as of February 14, 2008 (this “Amendment”), to the
Credit Agreement, dated as of June 8, 2006 (the “Credit Agreement”),
among MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Borrower”), the
several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the “Lenders”), BANK OF
AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION and SOVEREIGN BANK, as
co-documentation agents, CITIBANK, N.A., as syndication agent, and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).
W I T N E S S E T
H:
WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make, and have
made, certain loans and other extensions of credit to the Borrower;
and
WHEREAS,
the Borrower has requested, and, upon this Amendment becoming effective, the
Lenders have agreed, that certain provisions of the Credit Agreement be amended
in the manner provided for in this Amendment.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the premises, the parties hereto
hereby agree as follows:
AMENDMENTS
A. Defined
Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as defined
therein.
B. Amendment to Section
3.1(c). Section 3.1(c) of the Credit Agreement is hereby
amended by deleting from such section the following: “$150,000,000”
and substituting in lieu thereof the
following: “$225,000,000”.
MISCELLANEOUS
C. Conditions to Effectiveness
of Amendment. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of a counterpart hereof
duly executed and delivered by the Borrower, the Administrative Agent and the
Required Lenders.
D. Representations and
Warranties. The Borrower represents and warrants to each
Lender that as of the effective date of this Amendment: (a) this Amendment
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms constitutes, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law); (b) the representations and warranties made by
any Loan Party in or pursuant to the Loan Documents are true and correct in all
material respects on and as of
the date
hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (c) no Default or Event of Default
has occurred and is continuing as of the date hereof.
E. Counterparts. This
Amendment may be executed by one or more of the parties to this Amendment on any
number of separate counterparts (including by facsimile transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Amendment signed by all
the parties shall be lodged with the Borrower and the Administrative
Agent.
F. Continuing Effect; No Other
Amendments. Except to the extent the Credit Agreement is
expressly amended hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. This Amendment shall constitute a Loan Document.
G. Payment of
Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses incurred to
date in connection with this Amendment and the other Loan Documents, including,
without limitation, the reasonable fees and disbursements of legal counsel to
the Administrative Agent.
H. GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
MSC INDUSTRIAL DIRECT
CO., INC.
By: ___________________________________
Name:
Title:
JPMORGAN CHASE BANK,
N.A., as
Administrative Agent
and as a Lender
By:___________________________________
Name:
Title:
CITIBANK, N.A., as
Syndication Agent and as a Lender
By:___________________________________
Name:
Title:
BANK OF AMERICA,
N.A., as Co-Documentation
Agent and as a
Lender
By:___________________________________
Name:
Title:
HSBC BANK USA,
NATIONAL ASSOCIATION,
as Co-Documentation Agent and as a Lender
By:___________________________________
Name:
Title:
SOVEREIGN BANK, as
Co-Documentation Agent
and as a
Lender
By:___________________________________
Name:
Title:
NORTH FORK
BANK
A DIVISION OF CAPITAL
ONE, N.A.,
as a
Lender
By: __________________________________
Name:
Title:
