Exhibit


EXECUTION VERSION




AMENDMENT NO. 1 TO CREDIT AGREEMENT


THIS AMENDMENT NO. 1 (this “Amendment”) is made as of April 7, 2015 (the “Facility Increase Effective Date”) by and among W.W. Grainger, Inc. (the “Company”), the lenders listed on the signature pages hereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of August 22, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, each of the subsidiaries who may become party thereto (collectively, the “Borrowing Subsidiaries” and together with the Company, the “Borrowers”), the Lenders and the Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.


WHEREAS, the Company has requested to exercise an increase in the Aggregate Commitment as set forth in Section 2.8 of the Credit Agreement and to make other modifications to the Credit Agreement; and
WHEREAS, the Company, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent hereby agree as follows.
ARTICLE I - AMENDMENT
1.1    The definition of “Aggregate Commitment” appearing in Article I of the Credit Agreement is hereby amended to add the following sentence at the end thereof:
“On the Facility Increase Effective Date, the Aggregate Commitment shall be Nine Hundred Million Dollars ($900,000,000).”
1.2    Article I of the Credit Agreement is hereby amended to add the following definition in the proper alphabetical order:
“Facility Increase Effective Date” means April 7, 2015.
1.3      Section 3.11 of the Credit Agreement is hereby amended to add the following clause (i) at the end thereof:
“(i)    For purposes of determining withholding Taxes imposed under FATCA, from and after the Facility Increase Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Notes as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”







1.4    Schedule 1.1 attached to the Credit Agreement is hereby deleted in its entirety and replaced with Appendix A attached hereto.


ARTICLE II – FACILITY INCREASE
2.1    The Company hereby elects to exercise the increase of the Aggregate Commitment set forth in Section 2.8 of the Credit Agreement in the amount of $300,000,000, the full amount available thereunder.  In so doing, the Company hereby confirms that it shall make no further increase requests under the Credit Agreement.  Each of the Lenders that has agreed to participate in such increase of the Aggregate Commitment (each, an “Increasing Lender”, and collectively, the “Increasing Lenders”) has evidenced its consent by completing and executing a Lender Addition and Acknowledgment Agreement in the form of Exhibit F attached to the Credit Agreement, each of which such completed and executed agreements are attached hereto as Appendix B.  The outstanding Revolving Credit Loans will be reallocated on the Facility Increase Effective Date among the Lenders in accordance with their revised Commitment Percentages set forth on Appendix A hereto.  Each of the Increasing Lenders hereby agrees to make all payments and adjustments necessary to effect the reallocation, and the Company hereby agrees to pay any and all costs required pursuant to Section 3.9 of the Credit Agreement in connection with such reallocation as if such reallocation were a repayment.


ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represent and warrant as follows:
3.1    This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of each Borrower and are enforceable against the Borrowers in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
3.2    As of the date hereof and after giving effect to the terms of this Amendment, the representations and warranties contained in Article V of the Credit Agreement (other than the representations contained in Section 5.5 and Section 5.11(b)) are true and correct in all material respects.
3.3    As of the date hereof and after giving effect to the terms of this Amendment, no Unmatured Event of Default or Event of Default shall have occurred and be continuing.
ARTICLE IV - CONDITIONS PRECEDENT
This Amendment shall become effective on the Facility Increase Effective Date, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

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4.1    Amendment.  The Administrative Agent shall have received counterparts of this Amendment duly executed by the Company, the Administrative Agent and the Increasing Lenders (which must comprise the Required Lenders).


4.2    Notes.    Each requesting Increasing Lender shall have received amended and restated Notes duly executed by the Company.
4.3    Lender Addition and Acknowledgment Agreements.  The Administrative Agent shall have received Lender Addition and Acknowledgment Agreements duly executed by the Company, the Administrative Agent and each Increasing Lender.
4.4    Closing Certificates; etc.
a.    Officer’s Certificate of the Company.  The Administrative Agent shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Company contained in this Amendment are true, correct and complete, that the Company is not in violation of any of the covenants contained in the Credit Agreement, and that the Company has satisfied each of the closing conditions set forth in this Article IV.
b.    Certificate of Secretary of the Company.  The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and certifying that attached thereto (or, with respect to clauses (A) through (C), to a previously delivered certificate, as applicable) is a true, correct and complete copy of (A) the articles of incorporation of the Company and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, (B) the bylaws of the Company as in effect on the date of such certifications, (C) resolutions duly adopted by the Board of Directors of the Company authorizing the increase of the Aggregate Commitment contemplated hereunder and the execution, delivery and performance of this Amendment, and (D) the certificate required to be delivered pursuant to clause (c) below.
c.    Certificate of Good Standing.  The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Company under the laws of its jurisdiction of organization.
d.    Opinion of Counsel.  The Administrative Agent shall have received a favorable opinion of counsel to the Company addressed to the Administrative Agent and the Lenders with respect to the Company, this Amendment and such other matters as the Lenders shall request.
4.5    Fees and Expenses.  All of the Administrative Agent’s accrued costs, expenses and fees due through the date hereof, in each case, to the extent invoiced, shall be fully paid.

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ARTICLE V - GENERAL
5.1    Expenses.  The Company agrees to reimburse the Administrative Agent upon demand for all reasonable and documented out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) paid or incurred by the Administrative Agent, including, without limitation, all reasonable fees and disbursements of counsel for the Administrative Agent incurred in connection with preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith.
5.2    Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement.
5.3    Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.
5.4    Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Illinois, without reference to the conflicts or choice of law principles thereof.
5.5    Successors; Enforceability.  The terms and provisions of this Amendment shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent and the Lenders, all future holders of the Loans, and their respective successors and assigns.  
5.6    Reference to and Effect on the Credit Agreement.
a.    Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.
b.    Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith (including, without limitation, all of the Loan Documents) shall remain in full force and effect and are hereby ratified and confirmed.
c.    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5.7    Headings.  Section headings in this Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Amendment.

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(signature pages follow)



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above. 




	
					
	W.W. GRAINGER, INC., as Company
By: ___________________________________ 
Name:_________________________________ 
Title: __________________________________









































































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement








U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Lender


By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________



















































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement






WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and Lender


By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________
By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________

















Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




BANK OF AMERICA, N.A., as Co-Documentation Agent and Lender


By:     __________________________________ 
Name:    __________________________________ 
Title:     __________________________________























Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agent and Lender


By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________
 


































































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender




By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________





















Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and Lender


By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________





















Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




THE NORTHERN TRUST COMPANY, as Co-Documentation Agent and Lender


By:     ___________________________________ 
Name:    ___________________________________ 
Title:     ___________________________________

























































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement




BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender




By: ___________________________________ 
Name:  ________________________________ 
Title: __________________________________































































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement






ROYAL BANK OF CANADA, as a Lender




By: ___________________________________
Name:_________________________________
Title: __________________________________





































Signature Page to
W.W. Grainger
Amendment No. 1 to Credit Agreement








APPENDIX A
Schedule 1.1
(Lenders and Commitments)
	
			
	LENDER
	COMMITMENT PERCENTAGE
	COMMITMENT

	U.S. Bank National Association
209 South LaSalle Street
Chicago, Illinois 60604
Attention:  James N. DeVries
Telephone No.:  (312) 325-8885
Telecopy No.:  (312) 325-8754
	20.833333333333%
	$187,500,000

	Wells Fargo Bank, National Association
230 West Monroe Street, Suite 2900
Chicago, Illinois  60606
Attention:  Thomas Trail
Telephone No.:  (312) 845-4209
Telecopy No.:  (312) 553-4783
	20.833333333333%
	$187,500,000

	Bank of America, N.A.
CA5-704-06-37
315 Montgomery St., 6th Floor
San Francisco, California  94104
Attention:  Sandeep Singh
Telephone No.:  (415)  436-3685
Telecopy No.:  (213) 457-8992
  
	10.000000000000%
	$90,000,000

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
1251 Avenue of the Americas
12th Floor
New York, NY  10020
Attention:  Jarret Persaud
Telephone No.:  (201) 413-8948
Telecopy No.:  (201) 521-2304
	10.000000000000%
	$90,000,000

	HSBC Bank USA, National Association
227 West Monroe Street
Suite 1850
Chicago, Illinois  60606
Attention:  Lakshanan Dharanikota
Telephone No.:  (716) 841-7179
Telecopy No.:  (917) 229-0976
	10.000000000000%
	$90,000,000

	JPMorgan Chase Bank, N.A.
10 South Dearborn Street, IL1-0364, 9th Floor
Chicago, Illinois  60603
Attention:  Suzanne Ergastolo
Telephone No.:  (312) 325-3221
Telecopy No.:  (312) 794-7682


	10.000000000000%


	$90,000,000













	
			
	LENDER
	COMMITMENT PERCENTAGE
	COMMITMENT

	The Northern Trust Company
50 South LaSalle Street, M-27
Chicago, Illinois  60603
Attention:  Keith Burson
Telephone No.:  (312) 444-3099
Telecopy No.:  (312) 557-1425
	10.000000000000%
	$90,000,000

	Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
2200 Post Oak Boulevard, 17th Floor
Houston, Texas  77056
Attention:  John Stacy
Telephone No.:  (713) 966-2397
Telecopy No.:  (212) 333-2926
	2.777777777778%
	$25,000,000

	Royal Bank of Canada
Global Loans Administration
20 King Street West, 4th Floor
Toronto, Ontario  Canada  M5H 1C4
Attention:  Saman Memon
Telephone No.:  (416) 974-0125
Telecopy No.:  (212) 428-2372
	5.555555555555%
	$50,000,000

	TOTAL
	100%
	$900,000,000















APPENDIX B
Lender Addition and Acknowledgment Agreements