W.W. Grainger (GWW)

TERM LOAN CREDIT FACILITY

Section 2.1      Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Loans to the Borrower on the Closing Date in a principal amount not to exceed its Commitment. No Loans shall be made at any time after the Closing Date. To the extent repaid, Loans may not be reborrowed.

(a)       Request for Borrowing on the Closing Date. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form attached hereto as Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (Charlotte time) (i) on the Closing Date in the case of a borrowing comprised of Base Rate Loans and (ii) at least three (3) Business Days prior to the Closing Date in the case of a borrowing comprised of LIBOR Rate Loans, of its intention to borrow, specifying (A) the amount of such borrowing on the Closing Date, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (B) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (C) in the case of a LIBOR Rate Loan, the duration of the LIBOR Interest Period applicable thereto; provided that in the case of a borrowing comprised of LIBOR Rate Loans on the Closing Date, the Borrower shall also deliver to the Administrative Agent with any Notice of Borrowing, a LIBOR indemnity letter in form and substance reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing.

(b)       Disbursements of Loans. Not later than 2:00 p.m. (Charlotte time) on the Closing Date, each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the

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Administrative Agent, equal to the amount of such Lender’s Commitment. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the borrowing requested pursuant to this