INTERLAKEN CAPITAL, INC. December 4, 2006Berkley William R • December 5th, 2006 • Delaware
This letter agreement, upon your execution and delivery of a copy hereof to William R. Berkley (“Mr. Berkley”), shall constitute a binding commitment as to the items set forth below in connection with a possible business transaction (the “Transaction”) between Mr. Berkley or an affiliate of Mr. Berkley (collectively, the “Acquiror”) and Strategic Distribution, Inc., a Delaware corporation (the “Company”). The preliminary terms of the Transaction were set forth in a letter dated November 16, 2006, from Mr. Berkley to the Special Committee of the Board of Directors of the Company (the “Proposal”). This letter is intended to be the agreement referred to in the ninth paragraph of the Proposal.
