Exhibit 10.1
I N T E R L A K E N C A
P I T A L , I N C .
December 4, 2006
Strategic Distribution, Inc.
1414 Radcliffe Street, Suite 300
Bristol, Pennsylvania 19007
Ladies and Gentlemen:
Re:
Fee Reimbursement
This letter agreement, upon your
execution and delivery of a copy hereof to William R. Berkley
(“ Mr. Berkley ”), shall constitute a
binding commitment as to the items set forth below in connection
with a possible business transaction (the “
Transaction ”) between Mr. Berkley or an
affiliate of Mr. Berkley (collectively, the “
Acquiror ”) and Strategic Distribution, Inc., a
Delaware corporation (the “ Company ”). The
preliminary terms of the Transaction were set forth in a letter
dated November 16, 2006 from Mr. Berkley to the Special Committee
of the Board of Directors of the Company (the
“Proposal”). This letter is intended to be the
agreement referred to in the ninth paragraph of the
Proposal.
1.
Reimbursement of Expenses. The Company recognizes that the
Acquiror may expend considerable money, resources and time in
connection with performing its due diligence investigation, and
preparing and negotiating definitive documentation relating to the
Transaction. In consideration therefor, and in consideration
for deleting the first sentence in the ninth paragraph of the
Proposal, in the event that the parties do not (for whatever
reason) execute a definitive agreement providing for the
Transaction, the Company hereby agrees to reimburse Mr. Berkley and
his Representatives (as defined below) for all reasonable
out-of-pocket third party expenses, up to a maximum (the
“Reimbursement Maximum”) of $250,000, incurred in
connection with the Transaction, including but not limited to
(i) travel costs, (ii) document production and other
expenses of this type, and (iii) the fees of outside counsel
and other outside professional advisors retained by Mr. Berkley
and/or the Acquiror. All payments to be made by the Company
pursuant to this letter agreement shall be made promptly after
demand by Mr. Berkley and receipt by the Company of an invoice
in reasonable detail, specifying such payments for which
reimbursement is sought by Mr. Berkley hereunder. As
used in this letter agreement, “Representatives” means,
as to any person, its directors, officers, employees, agents and
advisors (including, without limitation, financial advisors, banks,
attorneys, accountants and their respective
Representatives).
2.
Miscellaneous.
2.1
Unless and until a definitive agreement relating to a Transaction
has been executed and delivered by the parties hereto, neither
party hereto shall be under any legal or equitable obligation, or
have any other liability to the other party of any nature
whatsoever, with respect to the Transaction, including, without
limitation, any obligation to negotiate or enter into any such
definitive agreement, by virtue of this letter agreement or
otherwise, other than with respect to the matters specifically set
forth in this letter agreement.
2.2
This letter agreement
