On October 13, 2023, DXP Enterprises, Inc. entered into an 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 Amendment No. 1 and Joinder Agreement to Term Loan and Security Agreement, dated as of November 22, 2022, among the Company, the Guarantors, the incremental lenders party thereto and the Agent (as further 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 a $550.0 million term loan (the ?Term Loan Facility?) to (i) refinance all existing term loans under the Term Loan Agreement outstanding immediately prior to the effectiveness of the Amendment, (ii) finance permitted acquisitions, (iii) pay fees and expenses associated with such transactions and (iv) use for general corporate purposes. Subject to the conditions set forth in the Term Loan Agreement, the Term Loan Facility may be increased by incremental term loans in an aggregate amount not to exceed (i) $100.0 million, in minimum increments of $10.0 million, plus (ii) secured and unsecured amounts if certain financial tests are met. The full terms of any incremental loans, including weighted average time to maturity, will be set forth in a joinder agreement to be completed at the time of borrowing.

The Term Loan Facility will mature on October 13, 2030 and is subject to quarterly amortization equal to 0.25% of the initial principal amount thereof, and with respect to any incremental term loans, as provided in their respective joinder agreements. Interest shall accrue on outstanding borrowings under the Term Loan Agreement at a rate equal to Term SOFR (with a floor of 1.00%) plus 4.75%, or base rate plus 3.75%, and interest accruing at the Term SOFR rate is payable at the end of the applicable interest rate period (but at least, each three months), and interest accruing at the base rate is payable on the last business day of each calendar quarter. The Term Loan Facility is guaranteed by each of the Company?s direct and indirect material wholly owned subsidiaries, other than any of the Company?s Canadian subsidiaries and certain other excluded subsidiaries (the ?Guarantors?).

The Term Loan Facility is secured by substantially all of the assets of the Company and the Guarantors; provided, that the Term Loan Facility is not secured by any liens on more than 65% of the voting stock of the Company?s non-U.S. subsidiaries or assets of the non-U.S. subsidiaries.