April 25 2008
EXHIBIT 9
April 25 2008
Eiger Holdco, LLC
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Ladies and Gentlemen:
You have advised us that Eiger Holdco, LLC (“Parent”) is entering into an agreement to
acquire Industrial Distribution Group, Inc., a Delaware corporation (the “Company”), by
merging Eiger Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the
“Sub”), with and into the Company whereby the Company will become a wholly-owned subsidiary
of Parent (such transaction being hereinafter referred to as the “Merger”). In connection
with the Merger, LKCM Private Discipline Master Fund, SPC (the “Investor”) is pleased to
confirm that it commits to provide or cause to be provided to Parent, in exchange for its
membership interests and on the terms and subject to the conditions set forth herein, cash in an
amount equal to the Merger Consideration (the “Equity Financing Amount”) for purposes of
the Merger. Further, the Investor confirms that in the event the Merger Agreement (defined below)
is terminated and the “Parent Termination Fee” and an amount equal to the “Platinum Fee” become
payable pursuant to Section 8.03(e) thereof, it commits to provide or cause to be provided to the
Parent $7.3 million (“Termination Fee Amount”).
1. Conditions. Our commitment to provide the Equity Financing Amount hereunder is
subject to the satisfaction of all conditions to the closing of the Merger contained in the
Agreement of Merger of even date herewith by and among Parent, the Sub and the Company (the
“Merger Agreement”) which are for the benefit of Parent and the Sub (including those
conditions which are for the benefit of all of the parties to the Merger Agreement). Our
commitment to provide the Termination Fee Amount hereunder is subject to the satisfaction of those
conditions set forth in Section 8.03(e) of the Merger Agreement.
2. Duration of this Letter. This letter and the commitments contained herein shall
terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the
Merger Agreement in accordance with its terms, except for the obligation to pay the Termination Fee
Amount if applicable, in which event this letter and the commitments contained herein shall
terminate upon payment of the Termination Fee Amount. Upon any such termination of this letter,
any obligations hereunder will terminate and no party shall have any liability whatsoever to any
other party, except for any liability arising out of any breach hereof occurring prior to such
termination.
3. Delegation. We expressly reserve the right to delegate the performance of our
obligations hereunder to one or more of our affiliates or direct or indirect wholly-owned
subsidiaries, provided that we agree that no such delegation shall relieve us of our obligations
hereunder.
4. Publicity. Any publicity relating to our equity financing or involvement in the
Merger and the method of its release shall be subject to our prior approval.
5. Effect of this Letter. Paragraphs 4, 5 and 7-9 of this letter shall survive any
termination of this letter.
6. Amendments. No amendment, waiver or modification of any provision of this letter
shall become effective unless the same shall be in writing and signed by each of the parties
hereto.
7. Liability. Notwithstanding anything that may be expressed or implied in this
letter, no person, other than the Investor, shall have any obligation hereunder and no recourse
hereunder or under any
documents or instruments delivered in connection herewith shall be had against any current or
future officer, agent, employee or equityholder of the Investor or any current or future director,
officer, employee, general or limited partner, equityholder, member, affiliate or assignee of any
of the foregoing (collectively, the “Investor Parties”), or by virtue of any statute,
regulation or other applicable law, it being expressly acknowledged and agreed that no personal
liability shall attach to, be imposed on, or otherwise be incurred by, any Investor Party for any
obligations of the Investor under this letter agreement or any documents or instruments delivered
in connection herewith or for any claim based on, in respect of or by reason of such obligations or
their creation. Under no circumstances will (i) the aggregate liability of the Investor under this
letter agreement exceed the Equity Financing Amount or (ii) the obligation to provide the Equity
Financing Amount be enforceable by way of specific performance.
8. Governing Law. This letter shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof.
9. Counterparts. This letter may be executed in several counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same instrument, and
shall become effective when counterparts have been signed by each of the parties and delivered to
the other parties; it being understood that all parties need not sign the same counterpart.
Very truly yours, LKCM Private Discipline Master Fund, SPC |
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By: | LKCM Private Discipline Management, L.P., its manager | |||
By: | LKCM Alternative Management, LLC, its general partner | |||
By: | /s/ X. Xxxxx Xxxx | |||
Name: | X. Xxxxx Xxxx | |||
Title: | President | |||