exhibit1021






      February 7, 2022    Lawson Products, Inc.  Senior Secured Credit Facilities  Amended and Restated Commitment Letter    Lawson Products, Inc.  8770 W. Bryn Mawr Ave., Suite 900  Chicago, Illinois 60631  Attention: Ron Knutson, Chief Financial Officer    Ladies and Gentlemen:      You (the “Borrower” or “you”) have requested that JPMorgan Chase Bank, N.A.  (“JPMorgan”) agree to arrange and syndicate senior secured credit facilities in an aggregate principal  amount of up to $500,000,000 for you and certain of your affiliates on a joint and several basis, consisting  of (i) a revolving credit facility in an initial aggregate principal amount of $200,000,000, (ii) an initial  term loan facility in an aggregate principal amount of $250,000,000 and (iii) a delayed draw term loan  facility in an aggregate principal amount of $50,000,000 (collectively, the “Facilities”). You have  requested that JPMorgan commit to provide a portion of the Facilities and to serve as administrative agent  for the Facilities.  JPMorgan is pleased to advise you that it is willing to act as a joint lead arranger for the  Facilities.       Furthermore, JPMorgan, is pleased to advise you of (a) its commitment to provide up to  $125,000,000 of the Facilities and (b) its agreement to use commercially reasonable efforts to assemble a  syndicate of financial institutions identified by JPMorgan and agreed to by you, to provide the balance of  the necessary commitments for the Facilities, in each case upon the terms and subject to the conditions set  forth or referred to in this amended and restated commitment letter (this “Commitment Letter”) and in the  Term Sheet attached as Exhibit A hereto (the “Term Sheet”).  It is a condition to JPMorgan’s commitment  hereunder that the portion of the Facilities not being provided by JPMorgan shall be provided by the other  Lenders referred to below.      1. Titles and Roles     It is agreed that (a) JPMorgan will act as the sole and exclusive administrative agent (the  “Administrative Agent”) for the Facilities and (b) JPMorgan will act as a joint lead arranger and joint  bookrunner for the Facilities (in such capacities, the “Initial Lead Arranger”); provided, that the Borrower  acknowledges and agrees that (i) the agreement of JPMorgan to act as administrative agent for the  Facilities may be assumed by an affiliated bank and (ii) JPMorgan may perform its responsibilities  hereunder through one or more of its affiliates, including J.P. Morgan Securities LLC.  JPMorgan will  have “left lead” placement in all Information Materials (as defined below) and all other documentation  used in connection with the Facilities, and JPMorgan will have all roles and responsibilities customarily  associated with such placement.  You agree that no other agents, co-agents, bookrunners or arrangers will  be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated  by the Term Sheet and the Fee Letters referred to below) will be paid in connection with the Facilities  unless you and we shall so agree; provided, that, subject to the immediately preceding sentence, you may,  with our prior consent, appoint additional lead arrangers and/or joint bookrunners with respect to the  277862463v.2  





 






 2  Facilities in a manner and with economics to be agreed (any such additional financial institutions,  “Additional Arrangers” and, together with the Initial Lead Arranger, the “Lead Arrangers”), upon the  execution by such financial institution of customary joinder documentation and, thereafter, each such  financial institution shall constitute a “Lead Arranger” hereunder; provided further, that no Additional  Arranger shall receive fees greater than the fees payable to the Initial Lead Arranger.    2. Syndication    The Lead Arrangers intend to syndicate the Facilities (including, in its discretion, all or part of  each Lead Arranger’s (or its affiliates’) (the “Initial Lenders”) commitment hereunder) to a group of  financial institutions (together with the Initial Lenders, the “Lenders”) identified by us in consultation  with you and reasonably acceptable to you.  The Lead Arrangers intend to commence syndication efforts  promptly upon the execution of this Commitment Letter, and you agree to actively assist the Lead  Arrangers in completing a syndication reasonably satisfactory to them.  Such assistance shall include (a)  your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from  your existing lending relationships, (b) direct contact between senior management and advisors of the  Borrower and prospective Lenders, (c) the hosting, with the Lead Arrangers, of one or more virtual  meetings of prospective Lenders upon reasonable prior notice and at times to be mutually agreed, (d) as  set forth in the next paragraph, reasonable assistance in the preparation of customary materials to be used  in connection with the syndication, including but not limited to, a customary confidential information  memorandum and a customary lender presentation or lender slides, for distribution to prospective Lenders  (all such information, memoranda and materials, collectively with the Term Sheet, the “Information  Materials”), and (e) preparing and providing to the Lead Arrangers all customary information with respect  to you and your subsidiaries and the transactions contemplated hereby, including all customary financial  information and Projections (as defined below) as the Lead Arrangers may reasonably request to be used  in connection with the arrangement and syndication of the Facilities.  You hereby authorize the Lead  Arrangers to download copies of the Borrower’s trademark logos from its website and post copies thereof  and any Information Materials to a deal site on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any  other electronic platform chosen by the Lead Arrangers to be its electronic transmission system (an  “Electronic Platform”) established by the Lead Arrangers to syndicate the Facilities, and to use the  Borrower’s trademark logos on any Information Materials or in any advertisements that the Lead  Arrangers or any Initial Lender may place after the closing of the Facilities in financial and other  newspapers, journals, the World Wide Web, home page or otherwise (including tombstones and other  publication of the Facilities), at our own expense, describing our services to the Borrower hereunder;  provided that any such materials shall be previously approved by the Borrower (such approval not to be  unreasonably withheld, conditioned or delayed).  You also understand and acknowledge that the Lead  Arrangers and Initial Lenders may provide to market data collectors, such as league table, or other service  providers to the lending industry, information regarding the closing date, size, type, purpose of, and  parties to, the Facilities.    You will assist the Lead Arrangers in preparing Information Materials for distribution to  prospective Lenders.  Before distribution of any Information Materials, if requested, you agree to execute  and deliver to the Lead Arrangers a letter in which you authorize distribution of the Information Materials  to a prospective Lender’s employees subject to customary confidentiality and exculpation provisions.    The Lead Arrangers will manage all aspects of the syndication, in consultation with you,  including decisions as to the selection of institutions to be approached and when they will be approached,  when their commitments will be accepted, which institutions will participate (subject to your approval),  the allocations of the commitments among the Lenders (subject to your approval) and the amount and  distribution of fees among the Lenders (subject to your approval).  In acting as the Initial Lead Arranger,  JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and is  





 






 3  acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to  the arrangement of the Facilities (including in connection with determining the terms of the Facilities) and  not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.    3. Information    To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and  provide to the Lead Arrangers all information with respect to the Borrower and its subsidiaries and the  transactions contemplated hereby (the “Transactions”), including all financial information and projections  (the “Projections”), as the Lead Arrangers may reasonably request in connection with the arrangement  and syndication of the Facilities.  You hereby represent and covenant that (a) all information other than  the Projections (the “Information”) concerning you or your affiliates that has been or will be made  available to the Lead Arrangers by you or any of your representatives in connection with the Transactions  is or will be, when furnished to the Lead Arrangers, complete and correct in all material respects and does  not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material  fact necessary in order to make the statements contained therein not materially misleading in light of the  circumstances under which such statements are made (after giving effect to all supplements and updates  thereto from time to time) and (b) the Projections that have been or will be made available to the Lead  Arrangers by you or any of your representatives in connection with the Transactions have been or will be  prepared in good faith based upon reasonable assumptions at the time made; it being understood that the  Projections (i) are based on future events, are not to be viewed as facts, and are subject to significant  uncertainties and contingencies, many of which are beyond your control, that no assurance can be given  that any particular Projections will be realized and that actual results during the period or periods covered  by any such Projections may differ significantly from the projected results and such differences may be  material and (ii) are not a guarantee of performance. For the avoidance of doubt, you will not be required  to provide any information to the extent that the provision thereof would violate any attorney-client  privilege, law, rule or regulation, or any obligation of confidentiality binding upon you or your affiliates.   If, at any time prior to the termination of this Commitment Letter, you become aware that any of the  representations and warranties in the preceding sentence would not be accurate and complete in any  material respect if the Information or Projections were being furnished, and such representations and  warranties were being made, at such time, then you agree to promptly supplement the Information and/or  Projections so that the representations and warranties contained in this paragraph remain accurate and  complete in all material respects under those circumstances.  You understand that in arranging and  syndicating the Facilities the Lead Arrangers may use and rely on the Information and Projections without  independent verification thereof.      4. Fees     As consideration for JPMorgan’s and each Initial Lender’s commitment hereunder and each Lead  Arranger’s agreement to perform the services described herein, you agree to pay to the applicable Initial  Lenders the nonrefundable fees set forth in Annex I to the Term Sheet and set forth in the fee letter  between you and JPMorgan (the “Agent Fee Letter”) and in any other fee letter between you and any  Initial Lenders (or their affiliates) and delivered in connection herewith (each such additional fee letter  collectively with the Agent Fee Letter, the “Fee Letters”).     You agree that, once paid, the fees or any part thereof payable hereunder or under the Fee Letters  shall not be refundable under any circumstances, regardless of whether the transactions or borrowings  contemplated by this Commitment Letter are consummated, except as otherwise agreed in writing by you  and the parties to the applicable Fee Letter.  All fees payable hereunder and under each Fee Letter shall be  paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of  withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other  





 






 4  matter.  In addition, all fees payable hereunder shall be paid without deduction for any taxes, levies,  imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing  authority, or will be grossed up by you for such amounts.    5. Conditions    Each Initial Lender’s commitments and agreements hereunder and its agreement to perform the  services described herein are subject to (a) there not occurring or becoming known to us any event,  development or circumstance that has or could reasonably be expected to have a material adverse effect  on the business, operations, property, or financial condition of the Borrower and its subsidiaries, taken as  a whole, (b) our completion of and satisfaction in all respects with a due diligence investigation of the  Borrower and its subsidiaries, (c) our not becoming aware after the date hereof of any information or  other matter affecting the Borrower or its subsidiaries or the Transactions which in our judgment is  inconsistent in a material and adverse manner with any such information or other matter disclosed to us  prior to the date hereof or could reasonably be expected to materially impair the syndication of the  Facilities, (d) during the syndication of the Facilities, there being no competing offering, placement or  arrangement of any debt securities or bank financing by or on behalf of the Borrower if such offering,  placement or arrangement would materially impair the primary syndication of the Facilities (it being  understood that your and your subsidiaries’ deferred purchase price obligations, ordinary course working  capital facilities and ordinary course capital lease, receivables financing, purchase money and equipment  financings, and any other indebtedness as mutually agreed upon with the Lead Arrangers in writing, will  not be deemed in each case to materially impair the primary syndication of the Facilities), (e) the Lead  Arrangers having been afforded a reasonable period of time to syndicate the Facilities, which in no event  shall be longer than 30 days from the date of commencement of syndication, (f) your execution and  delivery on or before June 30, 2022 (the “Termination Date”) of definitive documentation relating to the  Facilities reasonably satisfactory to you, the Initial Lead Arranger and its counsel, (g) your compliance  with the terms of this Commitment Letter and the Fee Letters, and (h) the other conditions set forth or  referred to in the Term Sheet.  The terms and conditions of each Initial Lender’s commitment hereunder  and of the Facilities are not limited to those set forth herein and in the Term Sheet.  Those matters that are  not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of  each Initial Lender, each Lead Arranger and the Borrower.  Furthermore, the Borrower will continue to  maintain JPMorgan as its primary depository bank and provider of treasury management services.    6. Limitation of Liability; Indemnity; Settlement    (a) You agree that (i) in no event shall any indemnified person (as defined below) have any  Liabilities, on any theory of liability, for any special, indirect, consequential or punitive damages incurred  by you, your affiliates or your respective equity holders arising out of, in connection with, or as a result  of, the Transactions, this Commitment Letter, the Fee Letters, the Facilities, the use of proceeds thereof or  any other agreement or instrument contemplated hereby or thereby and (ii) no indemnified person shall  have any Liabilities arising from, or be responsible for, the use by others of Information or other materials  (including, without limitation, any personal data) obtained through electronic, telecommunications or  other information transmission systems, including an Electronic Platform or otherwise via the internet,  except to the extent such Liabilities are found by a final, non-appealable judgment of a court of competent  jurisdiction to result from the bad faith, willful misconduct or gross negligence of such indemnified  person in managing the distribution of such Information or other materials; provided that, nothing in this  clause (a) shall relieve you of any obligation you may have to indemnify an indemnified person, as  provided in clause (b) below, against any special, indirect, consequential or punitive damages asserted  against such indemnified person by a third party.  You agree, to the extent permitted by applicable law, to  not assert any claims against any indemnified person with respect to any of the foregoing.  As used  





 






 5  herein, the term “Liabilities” shall mean any losses, claims (including intraparty claims), demands,  damages or liabilities of any kind.    (b) You agree (i) to (A) indemnify and hold harmless each Lead Arranger, each Initial  Lender and their respective affiliates and the respective officers, directors, employees, advisors, affiliates  and agents of such persons (each, an “indemnified person”) from and against any and all Liabilities and  related expenses to which any such indemnified person may become subject arising out of or in  connection with the Transactions, this Commitment Letter, the Fee Letters, the Facilities, the use of the  proceeds thereof, any related transaction, the activities performed or the commitments or services  furnished pursuant to this Commitment Letter or the role of JPMorgan or any Initial Lender in connection  therewith or in connection with or any actual or prospective claim, litigation, investigation, arbitration or  administrative, judicial or regulatory action or proceeding in any jurisdiction relating to any of the  foregoing (including in relation to enforcing the terms of clause (a) above and the terms of this clause (b))  (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such  Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and (B)  reimburse each indemnified person within thirty (30) days after receipt of a written request together with  reasonably detailed backup documentation supporting such reimbursement request for any reasonable and  documented legal or other out-of-pocket expenses incurred in connection with investigating or defending  any of the foregoing, regardless of whether or not in connection with any pending or threatened  Proceeding to which any indemnified person is a party (with any legal expenses limited to one counsel for  all indemnified persons (and, solely in the case of a conflict of interest, one additional counsel for each  group of affected Indemnified Persons and, if reasonably necessary, one local counsel per relevant  jurisdiction but excluding allocated fees and costs of in-house counsel)); provided that the foregoing  indemnity will not, as to any indemnified person, apply to Liabilities or related expenses to the extent  they (I) are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or  result (x) the bad faith, willful misconduct or gross negligence of such indemnified person in performing  its activities or in furnishing its services under this Commitment Letter or (y) a material breach of the  obligations of such indemnified person under this Commitment Letter, or (II) have not resulted from an  act or omission by you or any of your affiliates and arise from a claim made by an indemnified person  against any other indemnified person (other than any claims against JPMorgan or any other Lead  Arranger in their capacities or in fulfilling their role as an arranger or agent or any similar role hereunder),  and (ii) to reimburse each Lead Arranger, the Initial Lenders and their respective affiliates, after receipt of  a written request together with reasonably detailed backup documentation supporting such reimbursement  request, for all reasonable and documented out-of-pocket expenses (including due diligence expenses,  syndication expenses (including electronic distribution expenses), consultant’s fees and expenses (if any),  travel expenses, and reasonable and documented fees, charges and disbursements of one counsel to the  Lead Arrangers and the Initial Lenders in each applicable jurisdiction (and, solely in the case of an actual  or perceived conflict of interest, one additional counsel to the affected Initial Lender(s))) incurred in  connection with the Transactions, the Facilities and any related documentation (including this  Commitment Letter, the Term Sheet, the Fee Letters and the definitive documentation relating to the  Facilities) or the administration, amendment, modification or waiver thereof; provided, however, (x) to  the extent that the closing date does not occur, any of the foregoing fees and expenses shall be paid within  thirty (30) days after receipt of a written request together with reasonably detailed backup documentation  supporting such reimbursement request, and (y) JPMorgan or its counsel shall provide you with periodic  updates of accrued legal counsel fees and related out-of-pocket expenses in excess of $100,000.    (c) You shall not be liable for any settlement of any Proceeding if the amount of such  settlement was effected without your consent (which consent shall not be unreasonably withheld,  conditioned or delayed), but if settled with your written consent or if there is a final judgment for the  plaintiff in any such Proceeding, you agree to indemnify and hold harmless each indemnified person from  and against any and all Liabilities and related expenses by reason of such settlement or judgment in  





 






 6  accordance with the terms of clause (b) above. You shall not, without the prior written consent of an  indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect  any settlement of any pending or threatened Proceedings in respect of which indemnity could have been  sought hereunder by such indemnified person unless (x) such settlement includes an unconditional release  of such indemnified person in form and substance reasonably satisfactory to such indemnified person  from all liability on claims that are the subject matter of such Proceeding and (y) does not include any  statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any  indemnified person or any injunctive relief or other non-monetary remedy.      7. Affiliate Activities, Sharing of Information, Absence of Fiduciary Relationships    JPMorgan and each Initial Lender may employ the services of its affiliates in providing certain  services hereunder and, in connection with the provision of such services, may exchange with such  affiliates information concerning you and the other companies that may be the subject of the transactions  contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled  to the benefits, and be subject to the obligations, of JPMorgan or such Initial Lender, as applicable,  hereunder.  JPMorgan and each Initial Lender shall be responsible for its affiliates’ failure to comply with  such obligations under this Commitment Letter.     You acknowledge that JPMorgan, each Initial Lender and any of their respective affiliates may be  providing debt financing, equity capital or other services (including financial advisory services) to other  companies in respect of which you may have conflicting interests regarding the Transactions and  otherwise.  Neither JPMorgan, nor any Initial Lender nor any of their respective affiliates will use  confidential information obtained from you by virtue of the Transactions or their other relationships with  you in connection with the performance by JPMorgan, any Initial Lender or any of its respective affiliates  of services for other companies, and neither JPMorgan, nor any Initial Lender nor any of their respective  affiliates will furnish any such information to other companies.  You also acknowledge that JPMorgan,  each Initial Lender and their respective affiliates have no obligation to use in connection with the  Transactions, or to furnish to you confidential information obtained from other companies.    You agree that JPMorgan, each Initial Lender and their respective affiliates will act under this  Commitment Letter as independent contractors and that nothing in this Commitment Letter will be  deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between  JPMorgan, each Initial Lender and their respective affiliates, on the one hand, and you and your  respective equity holders or your and their respective affiliates, on the other hand.  You acknowledge and  agree that (i) the transactions contemplated by this Commitment Letter are arm’s-length commercial  transactions between JPMorgan and the Initial Lenders and, if applicable, their respective affiliates, on the  one hand, and you, on the other, (ii) in connection therewith and with the process leading to such  transaction each of JPMorgan and each Initial Lender and, if applicable, their respective affiliates, is  acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary  of you, your management, equity holders, creditors, affiliates or any other person and (iii) with respect to  the transactions contemplated hereby or the process leading thereto none of JPMorgan or the Initial  Lenders and, if applicable, their respective affiliates, has assumed (x) an advisory or fiduciary  responsibility in favor of you or your affiliates (irrespective of whether JPMorgan, any Initial Lender or  any of their respective affiliates has advised or is currently advising you or your affiliates on other matters  (which, for the avoidance of doubt, includes acting as a financial advisor to the Borrower or any of its  affiliates in respect of any transaction related hereto)) or (y) any other obligation except the obligations  expressly set forth in this Commitment Letter.  You further acknowledge and agree that (i) you are  responsible for making your own independent judgment with respect to such transactions and the process  leading thereto, (ii) you are capable of evaluating and understand and accept the terms, risks and  conditions of the transactions contemplated hereby, and JPMorgan and the Initial Lenders shall have no  





 






 7  responsibility or liability to you with respect thereto, and (iii) none of JPMorgan or the Initial Lenders is  advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any  jurisdiction, and you shall consult with your own advisors concerning such matters and you shall be  responsible for making your own independent investigation and appraisal of the transactions  contemplated hereby.  Any review by any Initial Lender or any of its affiliates of the Borrower, the  Transactions or other matters relating to the Transactions will be performed solely for the benefit of such  Initial Lender and shall not be on behalf of the Borrower.  The Borrower agrees that it will not claim that  JPMorgan or any Initial Lender has rendered any advisory services or assert any claim against JPMorgan  or any Initial Lender based on an alleged breach of fiduciary duty by JPMorgan or any Initial Lender in  connection with this Commitment Letter and the Transactions or assert any claim based on any actual or  potential conflict of interest that might be asserted to arise or result from the engagement of JPMorgan or  any Initial Lender or any of their respective affiliates acting as a financial advisor to the Borrower or any  of its affiliates, on the one hand, and the engagement of JPMorgan and the Initial Lenders hereunder and  the transactions contemplated hereby, on the other hand.    You further acknowledge that each of JPMorgan and each Initial Lender and their respective  affiliates are full service securities or banking firms engaged in securities trading and brokerage activities  as well as providing investment banking and other financial services.  In the ordinary course of business  JPMorgan, the Initial Lenders and their respective affiliates may provide investment banking and other  financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers,  equity, debt and other securities and financial instruments (including bank loans and other obligations) of,  you and other companies with which you may have commercial or other relationships.  With respect to  any securities and/or financial instruments so held by JPMorgan, any Initial Lender, any of their  respective affiliates or any of their respective customers, all rights in respect of such securities and  financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole  discretion.    8. Confidentiality    This Commitment Letter is delivered to you on the understanding that neither this Commitment  Letter, the Term Sheet or any Fee Letter nor any of their terms or substance hereof or thereof shall be  disclosed by you, directly or indirectly, to any other person except (a) to your affiliates and yours and  their officers, directors, agents, accounts, attorneys and other advisors (other than commercial lenders)  (provided that they shall maintain the confidentiality of such information), (b) in connection with the  exercise of any remedies hereunder or under the Fee Letters or any suit, action or proceeding relating to  this Commitment Letter, any Fee Letter or the Facilities, (c) as may be compelled in a judicial or  administrative proceeding or as otherwise required by law (in which case you agree, to the extent  practicable and not prohibited by applicable law or regulation, to inform us promptly thereof), (d) other  than any Fee Letter or the contents thereof, in filings with the Securities and Exchange Commission and  other applicable regulatory authorities and stock exchanges, (e) other than any Fee Letter or the contents  thereof, subject to customary confidentiality requirements, in presentations to or communications with  any rating agency, (f)  subject to customary confidentiality requirements, in any syndication or other  marketing materials related to the Facilities, (g) the existence of the Fee Letter and the aggregate fees  contained in the Fee Letter as part of projections, pro forma information and generic disclosure of  aggregate sources and uses related to fee amounts to the extent customary or required in marketing  materials, any proxy or other public filing or any prospectus or other offering memorandum), (h) the  Term Sheet may be disclosed to Lenders and potential Lenders in connection with the syndication of the  Facilities and (i) the Term Sheet and the aggregate fees contained in the Fee Letter to your direct and  indirect investors who are informed of and agree to adhere to the confidential nature of such information.   Officers, directors, employees and agents of each Lead Arranger, each Initial Lender and their respective  affiliates shall at all times have the right to share amongst themselves information received, on a need to  





 






 8  know basis, from you and your respective affiliates and your respective officers, directors, employees and  agents; provided that they shall maintain the confidentiality of such information.    Each Lead Arranger will treat all non-public information provided to it by or on behalf of you in  connection with the Transactions confidentially and shall not publish, disclose or otherwise divulge, such  information; provided that nothing herein shall prevent such Lead Arranger and its affiliates from  disclosing any such information (a) pursuant to the order of any court or administrative agency or in any  pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or  regulation, subpoena or compulsory legal process or upon the request or demand of any regulatory  authority (including any self-regulatory authority) or other governmental authority purporting to have  jurisdiction over such Lead Arranger or any of its affiliates (in which case such Lead Arranger agrees  (except with respect to any audit or examination conducted by bank accountants or any self-regulatory  authority or governmental or regulatory authority exercising examination or regulatory authority), to the  extent practicable and not prohibited by applicable law or regulation, to inform you promptly thereof prior  to disclosure), (b) to the extent that such information becomes publicly available other than by reason of  improper disclosure by a Lead Arranger or any of its affiliates in violation of any confidentiality  obligations owing to you hereunder, (c) to the extent that such information is received by a Lead Arranger  from a third party that is not, to such Lead Arranger’s knowledge, subject to contractual or fiduciary  confidentiality obligations owing to you with respect to such information, (d) to the extent that such  information is independently developed by a Lead Arranger or any of its affiliates, (e) to each Lead  Arranger’s affiliates and their and their respective employees, directors, officers, independent auditors,  rating agencies, professional advisors and other experts or agents who need to know such information in  connection with the Transactions and who are informed of the confidential nature of such information  (with such Lead Arranger responsible for its affiliates’ compliance with this paragraph), (f) in connection  with the exercise of any remedies hereunder or under the Fee Letter or any suit, action or proceeding  relating to this Commitment Letter, the Fee Letter or the Facilities and/or (g) to prospective Lenders,  hedge providers, participants or assignees (collectively, “Prospective Parties”); provided that for purposes  of clause (g) above, the disclosure of any such information to any Prospective Party shall be made subject  to such Prospective Party written agreement to treat such information confidentially on substantially the  terms set forth in this paragraph. If the Facilities close, each Lead Arranger’s obligations under this  paragraph shall terminate and be superseded by the confidentiality provisions in the definitive  documentation relating to the Facilities.  Otherwise, the provisions of this paragraph shall expire one year  after the date hereof.    9. Miscellaneous     This Commitment Letter shall not be assignable by you without the prior written consent of  JPMorgan and the Initial Lenders (and any purported assignment without such consent shall be null and  void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not  intended to confer any benefits upon, or create any rights in favor of, any person other than the parties  hereto and the indemnified persons.  This Commitment Letter may not be amended or waived except by  an instrument in writing signed by you, JPMorgan and each Initial Lender.  This Commitment Letter may  be executed in any number of counterparts, each of which shall be deemed to be an original, and all of  which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of  this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be  effective as delivery of a manually executed counterpart hereof.  This Commitment Letter, the Term  Sheet and the Fee Letters (and any joinder agreements or other agreements entered into in connection  with the addition of Initial Lenders as parties hereto) are the only agreements that have been entered into  among the Borrower, the Lead Arrangers and the Initial Lenders with respect to the Facilities and set forth  the entire understanding of the parties with respect thereto.      





 






 9  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating  to this Commitment Letter, any Fee Letter or any document to be signed in connection with this  Commitment Letter and the Transactions shall be deemed to include Electronic Signatures (as defined  below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal  effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a  paper-based recordkeeping system, as the case may be.  “Electronic Signatures” means any electronic  symbol or process attached to, or associated with, any contract or other record and adopted by a person  with the intent to sign, authenticate or accept such contract or record.    This Commitment Letter shall be governed by, and construed in accordance with, the laws of the  State of Illinois.  The Borrower hereby irrevocably and unconditionally consents to the exclusive  jurisdiction and venue of the state or federal courts located in the City of Chicago.  EACH PARTY  HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE  LAW, (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING  BROUGHT BY OR ON BEHALF OF ANY PARTY ARISING OUT OF OR RELATING TO THIS  COMMITMENT LETTER, ANY FEE LETTER, THE TERM SHEET OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY  OTHER THEORY) AND (B) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO  THE LAYING OF VENUE OF ANY SUCH LEGAL PROCEEDING IN THE STATE OR FEDERAL  COURTS LOCATED IN THE CITY OF CHICAGO.       JPMorgan and each Initial Lender hereby notifies you that pursuant to the requirements of the  USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and 31  C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it and its affiliates are required to obtain,  verify and record information that identifies the Borrower and its subsidiary guarantors, which  information includes the name, address, tax identification number and other information regarding the  Borrower and its subsidiary guarantors that will allow JPMorgan and each Initial Lender to identify the  Borrower and its subsidiary guarantors in accordance with the Patriot Act and the Beneficial Ownership  Regulation.  This notice is given in accordance with the requirements of the Patriot Act and the Beneficial  Ownership Regulation and is effective for JPMorgan, Initial Lender and each of their respective affiliates.     The compensation, reimbursement, indemnification and confidentiality provisions contained  herein and in any Fee Letter shall remain in full force and effect regardless of whether definitive  documentation relating to the Facilities shall be executed and delivered and notwithstanding the  termination of this Commitment Letter or JPMorgan’s commitment hereunder.     Section headings used herein are for convenience of reference only and are not to affect the  construction of, or to be taken into consideration in interpreting, this Commitment Letter.     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms  hereof and of the Term Sheet and the Fee Letters by returning to the Initial Lead Arranger or its counsel  executed counterparts hereof and of the Fee Letters not later than 11:59 p.m., Chicago time, on February  7, 2022.  The commitments and agreements of the Initial Lenders herein will expire at such time in the  event JPMorgan has not received such executed counterparts in accordance with the preceding sentence.  This Commitment may be terminated at any time by you, effective upon receipt by the JPMorgan of  notice to that effect from you.       The parties hereto acknowledge and agree that this Commitment Letter amends and restates and  supersedes in its entirety the Commitment Letter, dated as of January 13, 2022, between us and you.    [Signature Pages Follow]  





 






  Amended and Restated Commitment Letter     JPMorgan is pleased to have been given the opportunity to assist you in connection with this  important financing.          Very truly yours,          JPMORGAN CHASE BANK, N.A.             By: ___________________________________               Name:               Title:           





 






Amended and Restated Commitment Letter  Accepted and agreed to as of  the date first written above by:    LAWSON PRODUCTS, INC.      By: _______________________________         Name:         Title:  





 






 





 






  B-I-1    Exhibit A  Lawson Products, Inc.  Senior Secured Credit Facilities  Term Sheet    February 7, 2022      I. Parties    Borrower: Lawson Products, Inc. (“Lawson”), Baron Divestiture Company, Inc.,  Lawson Products Canada Inc., Bolt Supply House Ltd. and, after  giving effect to each applicable Acquisition (as defined below), GS  Operating, LLC and TestEquity LLC on a joint and several basis  (collectively, the “Borrower” or the “Borrowers”).  Joint Lead Arrangers  and Joint Bookrunners: JPMorgan Chase Bank, N.A. (“JPMorgan” and in such capacity, the  “Lead Arranger”) and other financial institutions to be determined.     Administrative Agent: JPMorgan (in such capacity, the “Administrative Agent”).    Lenders: A syndicate of banks, financial institutions and other entities,  including JPMorgan, arranged by the Lead Arranger and agreed to by  Lawson (collectively, the “Lenders”).    II.  Revolving Credit Facility    Type and Amount of Facility: Five-year revolving credit facility (the “Revolving Facility”) in the  U.S. Dollar equivalent amount of $200,000,000 (the “Revolving  Commitment” and the loans thereunder, the “Revolving Loans”).   Revolving Loans shall be available in (a) U.S. Dollars and (b)  Canadian Dollars and other currencies acceptable to Lawson, the  Lenders under the Revolving Facility, the Issuing Lender (to the  extent Letters of Credit will be denominated in such currency) and  the Administrative Agent; provided that each such additional  currency is a lawful currency that is readily available, freely  transferable and not restricted, able to be converted into U.S. Dollars  and available in the applicable interbank deposit market (collectively  with U.S. Dollars and Canadian Dollars, “Agreed Currencies”).     Availability: The Revolving Facility shall be available on a revolving basis during  the period commencing on the Closing Date (as defined below) and  ending on the fifth anniversary thereof (the “Termination Date”).    Letters of Credit: A portion of the Revolving Facility not in excess of the U.S. Dollar  equivalent of $25,000,000 shall be available in Agreed Currencies for  the issuance of letters of credit (the “Letters of Credit”) by JPMorgan  (in such capacity, the “Issuing Lender”).  No Letter of Credit shall  have an expiration date after the earlier of (a) one year after the date  of issuance and (b) five business days prior to the Termination Date  





 






B-2  (or such later date as may be agreed by the Issuing Lender in its sole  discretion; provided that any Letter of Credit with a one-year tenor  may provide for the renewal thereof for additional one-year periods  (which shall in no event extend beyond the date referred to in clause  (b) above); provided further that Letters of Credit may extend beyond  such date to the extent such Letters of Credit are cash collateralized  or subject to other arrangements satisfactory to the Issuing Lender  and consistent with the Existing Credit Agreement (as defined  below)).     Drawings under any Letter of Credit shall be reimbursed by the  Borrowers (whether with their own funds or with the proceeds of  Revolving Loans) on the same business day as provided in the  Existing Credit Agreement.  To the extent that the Borrowers do not  so reimburse the Issuing Lender, the Lenders under the Revolving  Facility shall be irrevocably and unconditionally obligated to  reimburse the Issuing Lender on a pro rata basis.    Swing Line Loans: A portion of the Revolving Facility not in excess of $10,000,000 may  be available, at the discretion of the Swing Line Lender, for swing  line loans in U.S. Dollars (the “Swing Line Loans”) from JPMorgan  (in such capacity, the “Swing Line Lender”).  Any Borrower  organized in the United States may request Swing Line Loans from  the Swing Line Lender on same-day notice.  Any such Swing Line  Loans will reduce availability under the Revolving Facility on a  dollar-for-dollar basis.  Each Lender under the Revolving Facility  shall acquire, under certain circumstances, an irrevocable and  unconditional pro rata participation in each Swing Line Loan.    Maturity: The Termination Date.    III. Initial Term Loan Facility    Type and Amount  of Facility: A term loan facility (the “Initial Term Loan Facility”) in the amount  of $250,000,000 (the “Initial Term Loan Commitment,” and the loans  thereunder, the “Initial Term Loans”).    Availability: The Initial Term Loans shall be made available in a single drawing  on the Closing Date.  Amounts repaid or prepaid in respect of the  Initial Term Loans may not be reborrowed.    Amortization: The Initial Term Loans will amortize in equal quarterly installments in  an aggregate annual amount equal to 5% of the original principal  amount of the Initial Term Loan Facility commencing on the last day  of the first full fiscal quarter ending after the Closing Date.    Maturity: The Initial Term Loan Facility will mature on the Termination Date.   The remaining aggregate principal amount of the Initial Term Loans  will be repayable at maturity.    IV. Delayed Draw Term Loan Facility    Type and Amount  





 






B-3  of Facility: A delayed draw term loan facility (the “Delayed Draw Term Loan  Facility”; the Delayed Draw Term Loan Facility and the Initial Term  Loan Facility shall be collectively or individually referred to as the  “Term Loan Facility”, as the context requires, and, together with the  Revolving Facility, the “Facilities” and each a “Facility”) in the  amount of $50,000,000 (the “Delayed Draw Term Loan  Commitment,” and the loans thereunder, the “Delayed Draw Term  Loans”; the Delayed Draw Term Loans and the Initial Term Loans  being collectively referred to as the “Term Loans”).    Availability: The Delayed Draw Term Loan Facility shall be available during the  period commencing on the Closing Date and ending on the date that  is 6 months after the Closing Date (the “DDTL Availability Period”),  subject to the following conditions:     (i) the Delayed Draw Term Loan Facility may be funded in  minimum draws of $5,000,000;    (ii) immediately before and after giving effect to each drawing  under the Delayed Draw Term Loan Facility, no default or  event of default shall have occurred or be continuing; and    (iii) all of the representations and warranties in the Credit  Documentation shall be true and correct in all material  respects (or in all respects in the case of any representation  or warranty qualified by materiality or material adverse  effect).    The Delayed Draw Term Loan Commitment shall terminate on a  dollar-for-dollar basis with any funding of Delayed Draw Term  Loans (immediately after giving effect thereto).  Any unused portion  of the Delayed Draw Term Loan Commitment shall terminate on the  last day of the DDTL Availability Period.  Amounts repaid or prepaid  in respect of the Delayed Draw Term Loans may not be reborrowed.  Lawson may elect to terminate or reduce the Delayed Draw Term  Loan Facility at any time upon prior notice to the Administrative  Agent.    Amortization: The outstanding principal balance of any drawing of Delayed Draw  Term Loans will amortize at the same percentage as the Initial Term  Loans funded on the Closing Date (or such other percentage(s) to be  agreed by Lawson and the Administrative Agent to ensure that the  Delayed Draw Term Loans will be “fungible” with the Initial Term  Loans) and will commence on the first scheduled installment date for  amortization of the Initial Term Loans following the earlier of (a) the  date the Delayed Draw Term Loan Commitment has been fully drawn  and (b) the date of expiration of the DDTL Availability Period.    Maturity: The Delayed Draw Term Loan Facility will mature on the  Termination Date.  The remaining aggregate principal amount of the  Delayed Draw Term Loans will be repayable at maturity.      V. Expansion Feature  





 






B-4    Incremental Facility: On or subsequent to the Closing Date, Lawson may, at its option, on  the same terms and conditions as the applicable Facility (subject to  such customary exceptions to be agreed between Lawson and the  Lead Arranger), request to increase the Revolving Commitment  and/or obtain incremental term loans in an aggregate amount of up to  $200,000,000 during the term of the Facilities by obtaining one or  more commitments from one or more Lenders or, with the consent of  the Administrative Agent and, in the case of any increase in the  Revolving Commitment, the Issuing Lender and the Swing Line  Lender, but without the consent of any other Lenders, from other  entities.  No Lender shall have any obligation to increase its  commitment under the Revolving Facility or to participate in any  tranche of incremental term loans.    VI. Purpose; Certain Payment Provisions    Transactions: Lawson proposes to acquire, directly or indirectly, (i) all of the issued  and outstanding equity interests of 301 HW Opus Holdings, Inc.  (collectively with its subsidiaries and all assets relating thereto, the  “Gexpro Target”) pursuant to the Agreement and Plan of Merger  (together with all exhibits, schedules, disclosure letters and  attachments and supplements thereto, the “Gexpro Acquisition  Agreement”), dated as of December 29, 2021, among Lawson, Gulf  Sub, Inc., 301 HW Opus Holdings, Inc. and 301 HW Opus Investors,  LLC (the “Gexpro Acquisition”), and (ii) all of the issued and  outstanding equity interests of TestEquity Acquisition, LLC  (collectively with its subsidiaries and all assets relating thereto, the  “TestEquity Target” and, together with the Gexpro Target, the  “Targets” and each a “Target”) pursuant to the Agreement and Plan  of Merger (together with all exhibits, schedules, disclosure letters and  attachments and supplements thereto, the “TestEquity Acquisition  Agreement” and, together with the Gexpro Acquisition Agreement,  the “Acquisition Agreements” and each an “Acquisition  Agreement”), dated as of December 29, 2021, among Lawson, Tide  Sub, LLC, TestEquity Acquisition, LLC and LKCM TE Investors,  LLC (the “TestEquity Acquisition” and, together with the Gexpro  Acquisition, the “Acquisitions” and each an “Acquisition”).    Purpose: The proceeds of the Initial Term Loan Facility and the Revolving  Facility will be used to (a) pay the fees, costs and expenses incurred  in connection with the Acquisitions, (b) finance the Refinancing (as  defined below) and (c) finance the working capital needs and general  corporate purposes of Lawson and its subsidiaries in the ordinary  course of business (including, without limitation, permitted  acquisitions and restricted payments).  The proceeds of the Delayed  Draw Term Loan Facility will be used solely to finance the  TEquipment Acquisition and other Permitted Acquisitions and to pay  the fees, costs and expenses incurred in connection therewith.    Fees and Interest Rates: As set forth on Annex I to this Exhibit A.    Voluntary Prepayments: Permitted in whole or in part, with prior written notice but without  premium or penalty, subject to limitations as to minimum amounts of  





 






B-5  prepayments consistent with the Existing Credit Agreement and  customary indemnification for breakage costs in the case of  prepayment of Term Benchmark Loans (as defined in Annex I to this  Exhibit A) other than on the last day of a related interest period.    Mandatory Prepayments: Revolving Loans will be required to be prepaid if the aggregate  revolving credit exposure under the Revolving Facility exceeds the  aggregate commitments thereunder; provided that if the dollar  equivalent of the aggregate revolving credit exposure under the  Revolving Facility exceeds the aggregate commitments thereunder  solely as a result of currency exchange rate fluctuations, no  prepayment shall be required until such aggregate revolving credit  exposure exceeds 102% of the aggregate commitments under the  Revolving Facility.     In addition to any scheduled installments due on the loans under each  Term Loan Facility, the following amounts shall be applied to prepay  the Term Loans:    (i) 100% of the net proceeds of any incurrence of debt after the  Closing Date by Lawson or any of its subsidiaries that is not  permitted under the Credit Agreement (as defined below);  and    (ii) 100% of the net proceeds of any sale or other disposition  (including as a result of casualty or condemnation) by  Lawson or any of its subsidiaries of any assets, except for the  sale of inventory or obsolete or worn-out property in the  ordinary course of business and subject to certain other  customary exceptions to be agreed upon (including an  exception for sale and leaseback and for proceeds that are re- invested within 270 days after receipt thereof and with respect  to the sale of any foreign assets where repatriation could  trigger tax).     The foregoing mandatory prepayments shall be applied to the  outstanding Term Loans (x) ratably as between the Initial Term Loans  and the Delayed Draw Term Loans and (y) within each such class of  Term Loans, ratably to the remaining installments of such Term  Loans (including, for the avoidance of doubt, the installment due on  the maturity date of the applicable Term Loans).  Mandatory  prepayments of the Term Loans may not be reborrowed.    VII. Collateral and Other Credit Support    Collateral: The Facilities will be secured by a first priority perfected security  interest in all of the personal property of each Borrower and its material  domestic and Canadian subsidiaries (subject to exceptions consistent  with the Existing Credit Agreement), whether consisting of tangible or  intangible property, including all of the outstanding equity interests of  subsidiaries directly owned by any Borrower or any Guarantor  (collectively, the “Collateral”).  The Collateral will also secure bank  products (including ACH transactions, credit card transactions and  cash management services) and swap agreements, in each case, owing  





 






B-6  to any Lender or its affiliates.  For the avoidance of doubt, the  Collateral shall exclude all real property of Lawson and its subsidiaries,  and no mortgages will be required. No pledges governed by the laws  of any jurisdiction other than the U.S. or Canada will be required, and  no action in any jurisdiction other than the U.S. or Canada will be  required in order to create or perfect any security interest in assets titled  or located outside of the U.S. or Canada.    Guaranties: Each Borrower shall unconditionally guarantee all of the indebtedness,  obligations and liabilities of each other Borrower arising under or in  connection with the Credit Documentation.  In addition, any direct or  indirect material domestic or Canadian subsidiary of any Borrower  (each, a “Guarantor”) shall unconditionally guarantee all of the  indebtedness, obligations and liabilities of the Borrowers arising under  or in connection with the Credit Documentation, and each Borrower  and each Guarantor shall guarantee obligations in respect of secured  bank products (including ACH transactions, credit card transactions  and cash management services) and swap agreements owing to any  Lender or its affiliates.       Notwithstanding the foregoing, in no event shall any Borrower or  Guarantor organized under the laws of Canada or any territory or  province thereof provide a guaranty of, or collateral to secure, any  obligations under the Facilities other than obligations of any Borrower  or subsidiary organized under the laws of Canada or any territory or  province thereof.    VIII. Certain Conditions  Initial Conditions: The availability of the Facilities shall be conditioned upon  satisfaction of, among other things, the following conditions  precedent (the date upon which all such conditions precedent shall be  satisfied, the “Closing Date”):    (a) The Borrowers and the Guarantors shall have executed and  delivered satisfactory definitive financing documentation with  respect to the Facilities, including a credit agreement (the “Credit  Agreement”), security documents and other legal documentation  (collectively, together with the Credit Agreement, the “Credit  Documentation”) mutually satisfactory to the Borrowers and the  Lenders.    (b) The Lenders, the Lead Arranger and the Administrative  Agent shall have received all fees required to be paid and all expenses  for which invoices have been presented, at least two business days  before the Closing Date.    (c) The Administrative Agent shall have received such closing  documents as are customary for transactions of this type or as it may  reasonably request, all in form and substance reasonably acceptable to  the Administrative Agent, the Lead Arranger and their counsel.    (d) The corporate structure, capital structure, other debt  instruments and governing documents of each Borrower and its  





 






B-7  affiliates and each Target shall be acceptable to the Administrative  Agent.    (e) Each Acquisition shall be consummated in all material  respects in accordance with the terms of the applicable Acquisition  Agreement substantially concurrently with effectiveness of the Credit  Documentation and the initial funding of the applicable Facilities,  without giving effect to any amendments, consents, waivers or other  modifications thereto that are materially adverse to the Lenders.    (f) Since December 29, 2021, (i) there shall not have been a  “Company Material Adverse Effect” (as defined in the Gexpro  Acquisition Agreement) and (ii) there shall not have been a  “Company Material Adverse Effect” (as defined in the TestEquity  Acquisition Agreement).    (g) (i) The representations made by or with respect to the Gexpro  Target and its subsidiaries in the Gexpro Acquisition Agreement as  are material to the interests of the Lenders, but only to the extent that  Lawson or its affiliates have the right (determined without regard to  any notice requirement) to decline to close under the Gexpro  Acquisition Agreement or to terminate Lawson’s (or their)  obligations under the Gexpro Acquisition Agreement or to decline to  consummate the Gexpro Acquisition, in each case, as a result of a  breach of such representations in the Gexpro Acquisition Agreement,  and (ii) the representations made by or with respect to the TestEquity  Target and its subsidiaries in the TestEquity Acquisition Agreement  as are material to the interests of the Lenders, but only to the extent  that Lawson or its affiliates have the right (determined without regard  to any notice requirement) to decline to close under the TestEquity  Acquisition Agreement or to terminate Lawson’s (or their)  obligations under the TestEquity Acquisition Agreement or to decline  to consummate the TestEquity Acquisition, in each case, shall be true  and correct to such extent after giving effect to the funding of the  Facilities on the Closing Date (except to the extent any such  representation expressly relates to an earlier date, in which case such  representation shall be true and correct as of such earlier date).     (h) The Lenders shall have received (a) U.S. GAAP audited  consolidated balance sheets and related consolidated statements of  income, stockholders’ equity and cash flows of each of Lawson and,  to the extent available, each Target, in each case, for the fiscal year  ended December 31, 2021, (b) to the extent the U.S. GAAP audited  financial statements of any Target in respect of the fiscal year ended  December 31, 2021 are not available as of the Closing Date,  internally prepared U.S. GAAP consolidated balance sheets and  related consolidated statements of income, stockholders’ equity and  cash flows for each such Target for the fiscal year ended December  31, 2021, (c) U.S. GAAP unaudited consolidated balance sheets and  related consolidated statements of income, stockholders’ equity and  cash flows of Lawson and each Target for each subsequent fiscal  quarter ended at least 60 days before the Closing Date (and  comparable periods for the prior fiscal year), (d) Lawson’s projected  income statement, balance sheet and cash flows through 2026  





 






B-8  (inclusive of each Acquisition, any other acquisition to be  consummated by Lawson or any Target on or prior to the Closing  Date, and assumed synergies, and including a detailed description of  the assumptions used in preparing such projections), each in a form  reasonably satisfactory to the Administrative Agent and (e) to the  extent available, a Quality of Earnings Report in respect of any other  acquisition to be consummated by Lawson or any Target on or prior  to the Closing Date.    (i) The Lenders shall have received a pro forma consolidated  balance sheet and related pro forma consolidated statement of income  of Lawson and its subsidiaries (including each Target and its  respective subsidiaries) as of and for the 12-month period ending on  the last day of the most recently completed four-fiscal quarter period  for which financial statements have been delivered pursuant to  paragraph 6 above, in each case, prepared after giving effect to the  Transactions as if the Transactions had occurred as of such date (in  the case of such balance sheet) or at the beginning of such period (in  the case of such statement of income) on a pro forma basis in  accordance with Regulation S-X under the Securities Act of 1933, as  amended.     (j) Prepayment in full of all obligations under, and termination  of the commitments under and release of all guarantees and liens, if  any, granted under or in respect of: (i) to the extent not amended or  amended and restated pursuant to the Credit Documentation, the  Credit Agreement, dated as of October 11, 2019 (as amended,  restated, amended and restated, refinanced, replaced, supplemented  or otherwise modified from time to time, the “Existing Credit  Agreement”), by and among, inter alios, Lawson, JPMorgan, as  agent, and the lenders party thereto; (ii) all “Payoff Indebtedness” (as  defined in the Gexpro Acquisition Agreement) (which shall include,  for the avoidance of doubt, the credit facilities evidenced by the  Credit Agreement, dated as of January 3, 2022, among 301 HW Opus  Holdings, Inc., GS Operating, LLC, the other loan parties party  thereto, the lenders party thereto and JPMorgan, as administrative  agent (as amended, restated, amended and restated, refinanced,  replaced, supplemented or otherwise modified from time to time));  (iii) all “Payoff Indebtedness” (as defined in the TestEquity  Acquisition Agreement) (which shall include, for the avoidance of  doubt, the credit facilities evidenced by the Credit Agreement, dated  as of April 28, 2017, among TestEquity LLC, the other loan parties  party thereto, the lenders party thereto and NXT Capital, LLC, as  administrative agent (as amended, restated, amended and restated,  refinanced, replaced, supplemented or otherwise modified from time  to time)); and (iv) certain other indebtedness of each Target and its  respective subsidiaries mutually agreed by Lawson and the Lenders  (collectively, the “Refinancing”).    (k) The Administrative Agent shall have received, at least five  days prior to the Closing Date to the extent requested at least ten days  prior to the Closing Date, all documentation and other information  regarding each Borrower and each Guarantor requested in connection  with applicable “know your customer” and anti-money laundering  





 






B-9  rules and regulations, including the Patriot Act and in connection with  applicable “beneficial ownership” rules and regulations, a customary  certification regarding beneficial ownership or control of each  Borrower in a form reasonably satisfactory to the Administrative  Agent and each requesting Lender.    (l) Liens creating a first priority security interest in the  Collateral being delivered on the Closing Date shall have been  perfected; provided, that the only actions required to be taken on the  Closing Date in order to perfect such Liens are the filing of UCC  financing statements and the delivery of any pledged equity interests  to the extent such equity is certificated and only to the extent that such  delivery is possible after the Borrowers have used commercially  reasonable efforts.    On-Going Conditions: The making of each extension of credit shall be conditioned upon (a)  the accuracy in all material respects of all representations and  warranties in the Credit Documentation (including, without  limitation, the material adverse change and litigation  representations); provided that any representation or warranty which  is qualified as to materiality shall be true and correct in all respects;  (b) there being no default or event of default in existence at the time  of, or after giving effect to the making of, such extension of credit  and (c) after giving effect to the extensions of credit request in respect  of the Revolving Facility, the total extensions of credit under the  Revolving Facility shall not exceed the Revolving Commitment then  in effect.    IX. Certain Documentation Matters      The Credit Documentation shall be negotiated in good faith to finalize  the documentation for the Facilities, as promptly as reasonably  practicable, shall be substantially consistent with the Existing Credit  Agreement and related definitive transaction documentation, and  shall contain the terms and conditions set forth in this Term Sheet,  and shall otherwise be usual and customary for financings of this kind  and reflect the operational and strategic requirements of Lawson and  its subsidiaries in light of their size, industries, practices, matters  disclosed in Lawson’s proposed business plan and shall reflect  administrative requirements of the Administrative Agent to be  mutually agreed.    Representations and  Warranties: Financial statements; no material adverse change; existence and  standing, authorization and validity; compliance with agreements and  law, including, without limitation, anti-corruption laws relating to  bribery or corruption (“Anti-Corruption Laws”) and economic or  financial sanctions or trade embargoes imposed, administered or  enforced from time to time by (a) the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S.  Department of the Treasury or the U.S. Department of State, or (b) the  United Nations Security Council, the European Union or Her  Majesty’s Treasury of the United Kingdom (“Sanctions”); corporate  power and authority; enforceability of Credit Documentation; no  





 






B-10  conflict with law or material contractual obligations; no material  litigation; no default; ownership of property; liens; intellectual  property; no burdensome restrictions; taxes; insurance; Federal  Reserve regulations; ERISA; Investment Company Act;  capitalization and subsidiaries; environmental matters; labor matters;  governmental approvals; solvency; use of proceeds; affected  financial institutions; security interest; accuracy of disclosure; plan  assets and prohibited transactions; and Beneficial Ownership  Regulation.    Affirmative Covenants: Delivery of quarterly and annual financial statements consistent with  Lawson’s SEC filing requirements, quarterly compliance certificates  and annual projections and other information requested by the  Lenders; payment of obligations; continuation of business and  maintenance of existence and material rights and privileges;  compliance with laws; maintenance of policies and procedures  designed to ensure compliance with Anti-Corruption Laws and  applicable Sanctions; accuracy of information; maintenance of  property and insurance; maintenance of books and records; right of  the Lenders to inspect property and books and records; notices of  defaults, litigation and other material events; compliance with  environmental laws; depository banks; casualty and condemnation;  further assurances; use of proceeds, including in compliance with  Anti-Corruption Laws and Sanctions; Beneficial Ownership  Regulation; and guarantor and collateral requirements.    Financial Covenants: Financial covenants limited to (the “Financial Covenants”):    • 3.0x minimum Interest Coverage Ratio (to be defined as  EBITDA / consolidated interest expense).  Tested quarterly.    • 4.0x maximum Total Net Leverage Ratio (to be defined as total  debt, net of unrestricted cash and cash equivalents of the  Borrowers and the Guarantors up to $25,000,000 with respect to  which the Administrative Agent has a first priority perfected lien  perfected by control agreements / EBITDA), with step-downs to  be mutually agreed between Lawson and the Lead Arranger;  provided that, upon the written request of Lawson in connection  with any Material Acquisition, the foregoing maximum Total Net  Leverage Ratio level for each of the four fiscal quarters ending  immediately following the consummation date of such Material  Acquisition shall be increased by 0.50 to 1.00 (a “Leverage  Holiday”); provided further that such Leverage Holiday shall  occur (i) only twice during the term of the Facilities, and (ii) only  to the extent that no Event of Default has then occurred and is  continuing.    “EBITDA” shall mean net income after taxes + interest expense  + income tax expense + depreciation and amortization +/ non- recurring expenses (extraordinary / exceptional / unusual / non- recurring charges, restructuring, integration, charges related to  acquisition transitions, non-cash charges for inventory valuation,  environmental remediation and associated legal costs, FX  





 






B-11  gains/losses, LTM pro-forma results for acquisitions, and other  non-recurring items).  EBITDA adjustments shall also (i) include  stock based compensation expense and real estate gains/losses  and (ii) be subject to caps to be agreed between Lawson and the  Administrative Agent.     “Material Acquisition” shall mean (a) the TEquipment  Acquisition as described in the Disclosure Schedules to the Test  Equity Merger Agreement and (b) any acquisition with an  aggregate purchase price greater than $75 million.    The financial covenants will apply to Lawson and its subsidiaries  on a consolidated basis, with definitions substantially consistent  with the Existing Credit Agreement unless otherwise agreed  between Lawson and the Lead Arranger.    Negative Covenants: Limitations (subject to exceptions, thresholds and baskets, as  appropriate, substantially consistent with the Existing Credit  Agreement or as otherwise agreed between Lawson and the Lead  Arranger, including the specific exceptions set forth herein and the  addition of grower components for certain baskets and at certain  levels as agreed to between Lawson and the Administrative Agent)  limited to the following:   • indebtedness (including guarantee obligations);  • liens;  • mergers, consolidations, liquidations, dissolutions and other  fundamental changes;   • sales of assets;  • payment of restricted payments (including dividends and  other payments in respect of equity interests);  • investments (including acquisitions) (provided that the  Credit Documentation shall permit the Acquisitions and  Permitted Acquisitions);  • loans and advances;   • sale and leaseback transactions;   • swap agreements;   • optional payments and modifications of subordinated and  other debt instruments;   • transactions with affiliates;   • changes in fiscal year;   • negative pledge clauses; and  • amendment of organizational documents or subordinated  debt documents to the extent such change would materially  and adversely affect the lenders.     Permitted Acquisitions: (a) Each acquisition shall be made by a Borrower or a Guarantor  and structured as (1) an asset acquisition of all or  substantially all of the assets of the applicable target (or all  or substantially all of a line or lines of business of target),  (2) a merger of a target into such Borrower or such  Guarantor, with such Borrower or such Guarantor as the  survivor, or (3) a purchase of substantially all of the voting  





 






B-12  equity interests or other controlling interest of the applicable  target.    (b) The acquisition will be consensual, consummated in  accordance with the terms of the agreements related thereto  and will be of a target whose line or lines of business are the  same as or related, ancillary or incidental to the line of  business engaged in by the Borrowers.  (c) No default or event of default shall exist immediately prior  to or immediately after giving effect thereto.  (d) On a pro forma basis, and giving effect to total consideration  and debt, costs and expenses, and the maximum amount of  all earnouts and other contingent obligations calculated in  accordance with GAAP, (i) Lawson shall be in compliance  with the financial covenants, (ii) the Total Net Leverage Ratio  is no greater than 0.25 to 1.00 less than the maximum Total  Net Leverage Ratio permitted under the Financial Covenants  (after giving effect to any applicable Leverage Holiday  election) for the next applicable covenant test date and (iii)  the sum of unused commitments under the Revolving Facility  plus the amount of unrestricted cash after giving effect to such  acquisition and any credit extensions in connection therewith  shall not be less than $10,000,000.  (e) The target must have positive pro forma adjusted EBITDA.  (f) The aggregate total consideration in respect of acquisitions  in non-Guarantor subsidiaries and assets that do not  constitute Collateral shall not exceed $50,000,000 during the  term of the Facilities.  (g) With respect to acquisitions in which the total consideration  thereof is $50,000,000 or more, the Borrowers shall provide  at least twenty (20) days’ (or such shorter period as may be  agreed by Administrative Agent) prior written notice of the  acquisition and shall provide Administrative Agent with draft  acquisition documents together with a due diligence package  reasonably satisfactory to the Administrative Agent.  (h) With respect to acquisitions in which the total consideration  thereof is $50,000,000 or more, not less than five (5) business  days prior to the consummation of the applicable acquisition,  Lawson shall provide a certificate (i) certifying that all of the  requirements for a permitted acquisition will be satisfied on  or prior to closing and (ii) a reasonably detailed calculation  of the financial covenant calculation described above.  (i) Administrative Agent will be granted a first priority perfected  lien (subject to permitted liens) in substantially all assets  acquired (to the extent required by the Facilities  documentation), and the Borrowers, the Guarantors and the  





 






B-13  target (subject to exceptions to be agreed to the extent joining  such target to the Facilities documentation would be overly  burdensome or result in a negative tax consequence) shall have  executed such documents and taken such actions as may be  reasonably required by Administrative Agent in connection  therewith consistent with the guarantee and collateral  requirements delivered on the Closing Date.    Events of Default: Limited to the following (subject to exceptions, cure periods and  thresholds substantially consistent with the Existing Credit  Agreement or as otherwise agreed between Lawson and the Lead  Arranger): Nonpayment of principal or letter of credit reimbursement  when due; nonpayment of interest, fees or other amounts after three  business days; representations and warranties are incorrect in any  material respect; violation of covenants (subject, in the case of certain  affirmative covenants, to grace periods consistent with the Existing  Credit Agreement); cross-default to occurrence of a default (whether  or not resulting in acceleration) under any other agreement governing  material indebtedness of Lawson or any of its subsidiaries; bankruptcy  events; certain ERISA events; material judgments; any of the Credit  Documentation shall cease to be in full force and effect or any party  thereto shall so assert; any interests created by the security documents  shall cease to be enforceable and of the same priority purported to be  created thereby; and a change of control.    Voting:  Amendments, waivers and consents with respect to the Credit  Documentation shall require the approval of Lenders holding more  than 50% of the aggregate amount of the unused commitments under  the Revolving Facility and the Delayed Draw Term Loan Facility,  outstanding credit exposure under the Revolving Facility and  outstanding Term Loans, except that (a) the consent of each Lender  directly affected thereby shall be required with respect to (i)  reductions in the amount or extensions of the scheduled date of  amortization or final maturity of any loan, (ii) reductions in the rate  of interest or any fee or extensions of any due date thereof and (iii)  increases in the amount or extensions of the expiry date of any  Lender's commitment and (b) the consent of each Lender shall be  required to (i) modify the payment waterfall or the pro rata sharing or  commitment reduction requirements of the Credit Documentation,  (ii) permit any loan party to assign its rights under the Credit  Documentation, (iii) modify any of the voting percentages, (iv)  release any guarantor of any credit extension, except as otherwise  permitted in the Credit Documentation; or (v) release all or  substantially all of the Collateral.    Defaulting Lenders, etc.: Documentation will include customary provisions regarding  defaulting Lenders, European Union and United Kingdom Bail-in  provisions, Lender representations as to fiduciary status under  ERISA, divisions and plans of division under Delaware law,  Qualified Financial Contracts and erroneous payments.    Assignments and Participations: The Lenders shall be permitted to assign all or a portion of their loans  and commitments to eligible assignees with the consent, not to be  unreasonably withheld, of (a) Lawson, unless (i) the assignee is a  





 






B-14  Lender, an affiliate of a Lender or an approved fund or (ii) a default  has occurred and is continuing, provided that Lawson shall be  deemed to have consented to an assignment unless it shall have  objected thereto by written notice to the Administrative Agent within  ten (10) business days after having received notice thereof, (b) the  Administrative Agent, unless only a Term Loan or a commitment  under a Term Loan Facility is being assigned to a Lender, an affiliate  of a Lender or an approved fund, (c) the Issuing Lender, unless a  Term Loan or a commitment under a Term Loan Facility is being  assigned, and (d) the Swing Line Lender, unless a Term Loan or a  commitment under a Term Loan Facility is being assigned.  In the  case of partial assignments (other than to another Lender, to an  affiliate of a Lender or an approved fund), the minimum assignment  amount shall be $5,000,000 in the case of a commitment under the  Revolving Facility, and $1,000,000, in the case of a Term Loan,  unless otherwise agreed by Lawson and the Administrative Agent.   The Lenders shall also be permitted to sell participations in their  loans.  Participants shall have the same benefits as the Lenders with  respect to yield protection and increased cost provisions.  Voting  rights of participants shall be limited to those matters with respect to  which the affirmative vote of the Lender from which it purchased its  participation would be required.  Pledges of loans in accordance with  applicable law shall be permitted without restriction.  Each Lender  may disclose information to prospective participants and assignees. No  assignments or participations may be made to any Disqualified  Institution (as defined in the Existing Credit Agreement) without the  prior written consent of Lawson; the Disqualified Institution list (i) will  be provided to the Administrative Agent on or prior to the Closing Date  and shall be reasonably acceptable to the Administrative Agent and (ii)  may be updated by Lawson from time to time after the Closing Date  solely with respect to competitors of the Borrowers.     Yield Protection: The Credit Documentation shall contain customary provisions (a)  protecting the Lenders against increased costs or loss of yield  resulting from changes in reserve, tax, capital adequacy, liquidity and  other requirements of law and from the imposition of or changes in  withholding or other taxes and (b) indemnifying the Lenders for  “breakage costs” incurred in connection with, among other things,  any prepayment of a Term Benchmark Loan (as defined in Annex I)  on a day other than the last day of an interest period with respect  thereto.  The Dodd-Frank Wall Street Reform and Consumer  Protection Act and Basel III (and all requests, rules, guidelines or  directives relating to each of the foregoing or issued in connection  therewith) shall be deemed to be changes in law after the Closing  Date regardless of the date enacted, adopted, implemented or issued.  Limitation of Liability,  Expenses and  Indemnification: The Administrative Agent, the Lead Arranger, the Lenders and the  Issuing Lender (and their affiliates and their respective officers,  directors, employees, advisors and agents) shall not have any  Liabilities, on any theory of liability, for any special, indirect,  consequential or punitive damages incurred by Lawson or any of its  subsidiaries arising out of, in connection with, or as a result of, the  Transactions, the Facilities or the Credit Documentation.  As used  





 






B-15  herein, the term “Liabilities” shall mean any losses, claims (including  intraparty claims), demands, damages or liabilities of any kind.    The Borrowers shall pay (a) all reasonable and documented out-of- pocket expenses of the Administrative Agent and the Lead Arranger  and their affiliates associated with the syndication of the Facilities  and the preparation, execution, delivery and administration of the  Credit Documentation and any amendment, modification or waiver  with respect thereto (including the reasonable and documented fees,  disbursements and other charges of one counsel to the Administrative  Agent and the Lenders in each applicable jurisdiction (and, solely in  the case of an actual or perceived conflict of interest, one additional  counsel to the affected Lender(s)), and (b) all out-of-pocket expenses  of the Administrative Agent, the Issuing Lender and the Lenders  (including the fees, disbursements and other charges of one counsel  to the Administrative Agent, the Issuing Lender and the Lenders in  each applicable jurisdiction (and, solely in the case of an actual or  perceived conflict of interest, one additional counsel to the affected  Lender(s)) in connection with the enforcement of the Credit  Documentation and (c) fees and expenses associated with other  advisors and professionals engaged by the Administrative Agent or the  Lead Arranger and, to the extent no event of default has occurred and  is continuing, approved by Lawson.     The Administrative Agent, the Lead Arranger, the Issuing Lender and  the Lenders (and their affiliates and their respective officers,  directors, employees, advisors and agents) (each an “Indemnified  Person”) will have no liability for, and will be indemnified and held  harmless against, any Liabilities or expenses (including the fees,  disbursements and other charges of counsel) incurred by such  Indemnified Person in connection with or as a result of: and (i) the  Transactions or the execution and delivery of the Credit  Documentation and any agreement or instrument contemplated  thereby; (ii) the funding of the Facilities, issuance of letter of credit  thereunder, or the use or the proposed use of proceeds thereof; (iii)  any act or omission of the Administrative Agent in connection with  the administration of the Credit Documentation; (iv) any actual or  alleged presence or release of hazardous materials on or from any  property owned or operated by Lawson or any of its subsidiaries, or  any environmental liability resulting from the handling of hazardous  materials or violation of environmental laws, related in any way to  Lawson or any of its subsidiaries; and (v) any actual or prospective  claim, litigation, investigation, arbitration or administrative, judicial  or regulatory action or proceeding (each, a “Proceeding”) in any  jurisdiction relating to any of the foregoing (including in relation to  enforcing the terms of the limitation of liability and indemnification  referred to above), regardless of whether or not any Indemnified  Person is a party thereto and whether or not such Proceeding is  brought by any Borrower, its affiliates or equity holders or any other  party; provided that such indemnification shall not, as to any  Indemnified Person, be available to the extent that such Liabilities or  expenses are found in a final judgment by a court of competent  





 






B-16  jurisdiction to have resulted from (x) the gross negligence, willful  misconduct or bad faith of the Indemnified Person or (y) from  disputes solely among the Indemnified Persons (other than (A) as a  result of any act or omission of any Borrower or any of its affiliates and  (B) any claims against an Indemnified Person in its capacity or in  fulfilling its role as the Lead Arranger, the Issuing Lender, the Swing  Line Lender, the Administrative Agent, or any other agent or any other  similar role under the Facilities).    Governing Law: This Term Sheet and any related commitment letter and fee letter are,  and the Credit Documentation will be, governed by the internal laws  of the State of Illinois.    Counsel to the Administrative  Agent and the Lead Arranger: Sidley Austin LLP.    





 






  B-I-1  Annex I    Interest and Certain Fees    Interest Rate Options: The applicable Borrower may elect that the loans comprising each borrowing  bear interest at a rate per annum equal to:    (a) the Alternate Base Rate (such loans herein referred to as “ABR Loans”)  plus the Applicable Margin (solely in the case of loans denominated in  U.S. Dollars that are made to Borrowers organized in the United States);    (b) the Canadian Prime Rate (as defined in, and agreed pursuant to, the Credit  Documentation) (such loans herein referred to as “Canadian Prime  Loans”) plus the Applicable Margin (solely in the case of loans  denominated in Canadian Dollars that are made to Borrowers organized  in Canada); or    (c) the Adjusted Term SOFR Rate (which will include a pricing adjustment  equal to 10 basis points for 1, 3 and 6 month tenors) (in the case of loans  denominated in U.S. Dollars) or CDOR (in the case of loans denominated  in Canadian Dollars) (or any other relevant rate as required pursuant to  the Administrative Agent’s backoffice requirements), in each case,  subject to a “zero floor” and as shall be defined in, and agreed pursuant  to, the Credit Documentation (such loans herein referred to as “Term  Benchmark Loans”) plus the Applicable Margin;    provided, that all Swing Line Loans shall bear interest at a rate per annum  equal to the ABR plus the Applicable Margin.    As used herein:    “Alternate Base Rate” or “ABR” means the greatest of (a) the rate of interest  last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.  changing when and as said prime rate changes (the “Prime Rate”), (b) the  NYFRB Rate (to be defined in the Credit Documentation) on such day plus  0.5% and (c) the Adjusted Term SOFR Rate for a one month interest period  on such day plus 1%.  If the ABR as determined pursuant to the foregoing  would be less than 1.00% per annum, such rate shall be deemed to be 1.00%  per annum.    “Applicable Margin” means, a margin (subject to adjustment after the Closing  Date as described in “Performance Pricing” below) with respect to:    1.50% in the case of ABR Loans and Canadian Prime Loans  2.50% in the case of Term Benchmark Loans    The Credit Documentation will contain (x) the Administrative Agent’s  customary terms and conditions with respect to the foregoing defined terms  as well as with respect to available interest rate options for loans denominated  in currencies other than U.S. Dollars, and (y) provisions to be mutually agreed  with respect to a replacement of reference rates.  





 






B-I-2  Performance Pricing:  Following the Administrative Agent’s receipt of the applicable financial  statements for Lawson’s first full fiscal quarter ending after the Closing Date,  the Applicable Margins, as well as the commitment fee and the Letter of  Credit Fee, will be subject to performance pricing adjustments as set forth in  the pricing grid attached hereto.    Interest Payment Dates: In the case of ABR Loans and Canadian Prime Loans, interest shall be payable  on the first day of each quarter, upon any prepayment due to acceleration and  at final maturity.     In the case of Term Benchmark Loans, interest shall be payable in arrears on  the last day of each interest period and, in the case of an interest period longer  than three months, quarterly, upon any prepayment and at final maturity.     Revolving Facility  Commitment Fee: A commitment fee equal to 0.30% per annum (subject to adjustment after the  Closing Date as described in “Performance Pricing” above) on the average  daily unused portion of the Revolving Commitment, payable quarterly in  arrears to the Administrative Agent for the ratable benefit of the Lenders under  the Revolving Facility (including JPMorgan in its capacity as a Lender) from  the Closing Date until termination of the Revolving Commitment.  For purposes  of calculating the commitment fee, Swing Line Loans shall not be considered  usage of the Revolving Facility.    Delayed Draw Term Loan  Facility Commitment Fee: A commitment fee equal to 0.30% per annum (subject to adjustment after the  Closing Date as described in “Performance Pricing” above) on the average  daily unused portion of the Delayed Draw Term Loan Commitment, payable  quarterly in arrears and upon the termination or expiration of all of the Delayed  Draw Term Loan Commitment to the Administrative Agent for the ratable  benefit of the Lenders under the Delayed Draw Term Loan Facility (including  JPMorgan in its capacity as a Lender) from the Closing Date until the  termination or expiration of all of the Delayed Draw Term Loan Commitment.    Ticking Fee: A ticking fee, payable to each proposed Lender that submits a commitment in  respect of the Facilities prior to the Closing Date, at a rate of 0.30% per annum  on the aggregate amount of the submitted commitment of each such proposed  Lender, accruing from and including (i) April 30, 2022 (or, in the case of any  person that submits a commitment in respect of the Facilities after April 30,  2022, such later date) until and including (ii) the earlier to occur of (A) the  Closing Date and (B) the date of termination or expiration of the commitment  letter in respect of the Facilities.    Letter of Credit Fees: Letter of Credit:  A letter of credit fee, equal to the Applicable Margin for Term  Benchmark Loans, on the daily maximum amount available to be drawn under  all Letters of Credit, payable quarterly in arrears to the Administrative Agent  for the ratable benefit of the Lenders under the Revolving Facility (including  the Issuing Lender).     Fronting Fee:  A fronting fee on the face amount of each Letter of Credit issued  by the Issuing Lender shall be payable to the Issuing Lender in an amount  separately agreed upon, together with any documentary and processing charges  in accordance with the Issuing Lender’s standard schedule for such charges  





 






B-I-3  with respect to the issuance, amendment, cancellation, negotiation, transfer,  presentment, renewal or extension of each letter of credit and each drawing  made thereunder.    Default Rate: After default upon request of the Administrative Agent or the Required  Lenders, the applicable interest rate and Letter of Credit Fee will be increased  by 2% per annum (and new Term Benchmark Loans may be suspended).   Overdue interest, fees and other amounts shall bear interest at 2% above the rate  applicable to ABR Loans.    Rate and Fee Basis: All per annum rates shall be calculated on the basis of a year of 360 days (or  365/366 days, in the case of ABR Loans the interest rate payable on which is  then based on the Prime Rate and in the case of Loans bearings interest by  reference to the CDOR Rate or the Canadian Prime Rate) for actual days  elapsed.       





 






B-I-4  PRICING GRID    TOTAL  NET  LEVERAGE  RATIO    TERM  BENCHMARK  APPLICABLE  MARGIN  ABR AND  CANADIAN  PRIME  APPLICABLE  MARGIN  COMMITMENT  FEES    > 3.75 to 1.0    2.75% 1.75% 0.35%    < 3.75 to 1.0   > 3.00 to 1.0    2.50% 1.50% 0.30%    < 3.00 to 1.0   > 2.25 to 1.0    2.00% 1.00% 0.25%    < 2.25 to 1.0   > 1.50 to 1.0    1.50% 0.50% 0.20%    < 1.50 to 1.0    1.00% 0.00% 0.15%       The applicable margins and fees shall be determined in accordance with the foregoing table based on the  most recent annual or quarterly financial statements of Lawson delivered pursuant to the Credit Documentation  (the “Financials”).  Adjustments, if any, to the applicable margins and fees shall be effective on the date that the  Administrative Agent has received the applicable Financials.  If Lawson fails to deliver the Financials to the  Administrative Agent at the time required pursuant to the Credit Documentation, then the applicable margins  and fees shall be the highest applicable margins and fees set forth in the foregoing table until the date that such  Financials are so delivered.