Item 1.01. Entry into a Material Definitive Agreement.



On November 22, 2022 (the "Closing Date"), DXP Enterprises, Inc. (the "Company")
entered into an amendment (the "Term Loan Amendment"), by and among the Company,
certain of the Company's subsidiaries, as guarantors (the "Guarantors"), the
incremental lenders party thereto and Goldman Sachs Bank USA as agent (the
"Agent").

The Term Loan Amendment amends and supplements that certain Term Loan and
Security Agreement, dated as of December 23, 2020 (as amended by the Term Loan
Amendment, and as amended, supplemented or otherwise modified from time to time,
the "Term Loan Agreement"), by and among the Company, the Guarantors, the
lenders party thereto and the Agent (all as defined therein). The Term Loan
Amendment provides for, among other things, $105 million in new Incremental Term
Loan Commitments (as such term is defined in the Term Loan Agreement) under the
Term Loan Agreement, such that after giving effect to the Term Loan Amendment,
including the new borrowings, DXP has $417.2 million in outstanding borrowings
under the Term Loan Agreement. The existing and new borrowings under the Term
Loan Agreement mature on December 23, 2027 and are priced at Term SOFR plus an
applicable margin of 5.25 percent.

Concurrently with closing the Term Loan Amendment, on the Closing Date, the
Company also entered into an amendment (the "ABL Amendment"), by and among the
Company, certain of the Company's US subsidiaries, as borrowers (the "US
Borrowers"), certain of the Company's Canadian subsidiaries, as borrowers (the
"Canadian Borrowers"), the lenders party thereto and Bank of America, N.A., as
agent (the "ABL Agent"). The ABL Amendment amends and supplements that certain
Amended and Restated Loan and Security Agreement, dated as of July 19, 2022 (as
amended by the ABL Amendment, and as amended, supplemented or otherwise modified
from time to time, the "ABL Credit Agreement"), by and among the Company, the US
Borrowers, the Canadian Borrowers, the lenders party thereto and the ABL Agent
(all as defined therein). The ABL Amendment provides for, among other things,
conforming changes to permit the Incremental Term Loan Commitments and Term Loan
Amendment.

The foregoing description is only a summary of the material provisions of each
of the Term Loan Amendment and ABL Amendment and is qualified in its entirety by
reference to a copy of each of the Term Loan Amendment and ABL Amendment, which
are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference. Capitalized terms not defined herein
shall have the meanings assigned to such terms in the Term Loan Amendment or ABL
Amendment, as context requires.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.

Item 8.01. Other Events.



On November 22, 2022,the Company issued a press release announcing its entry
into the Term Loan Amendment. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                           Description
                                 10.1   Amendment No. 1 and Joinder 

Agreement to Term Loan and Security


                                      Agreement, dated as of November 22, 2022, among the Company,
                                      certain subsidiaries of the Company, as guarantors, the
                                      incremental lenders party thereto and Goldman Sachs Bank USA, as
                                      agent.
                                 10.2   First Amendment to Amended and Restated Loan and Security
                                      Agreement, dated as of November 22, 2022, among the Company,
                                      certain of the Company's US

subsidiaries, a borrowers, certain of


                                      the Company's Canadian Subsidiaries, as borrowers, the lenders
                                      party thereto and Bank of America, N.A., as agent.
                                 99.1   Press Release, dated November 22, 2022, announcing DXP
                                      Enterprises, Inc.'s entry into the Term Loan Amendment.
                                  104   Cover Page Interactive Data File - The cover page iXBRL tags
                                      from this Current Report on Form 8-K are embedded within the
                                      iXBRL document.


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