Item 1.01. Entry into a Material Definitive Agreement.
OnNovember 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 andGoldman Sachs Bank USA as agent (the "Agent"). The Term Loan Amendment amends and supplements that certain Term Loan and Security Agreement, dated as ofDecember 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 onDecember 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 andBank 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 ofJuly 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.
OnNovember 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 ofNovember 22, 2022 , among the Company, certain subsidiaries of the Company, as guarantors, the incremental lenders party thereto andGoldman Sachs Bank USA , as agent. 10.2 First Amendment to Amended and Restated Loan and Security Agreement, dated as ofNovember 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 andBank of America, N.A ., as agent. 99.1 Press Release, datedNovember 22, 2022 , announcingDXP 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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