Distribution Solutions (DSGR) 8-K Entry into a Material Definitive Agreement

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

UNITED STATES OF AMERICA	No.
v.
LAWSON PRODUCTS, INC.	Judge

AMENDMENT NO. 1 TO DEFERRED PROSECUTION AGREEMENT

DefendantLAWSON PRODUCTS, INC.(“LAWSON PRODUCTS”), a company headquartered in Des Plaines, Illinois, by its undersigned attorneys, pursuant to authority granted by its Board of Directors, and theUNITED STATES OF AMERICA, throughPATRICK J. FITZGERALD, United States Attorney for the Northern District of Illinois, enter into this Amendment No. 1 dated July 31, 2009 to Deferred Prosecution Agreement (this “Amendment”), which shall apply toLAWSON PRODUCTSand all its affiliates and subsidiaries, including Drummond American Corporation and Cronatron Welding Systems, Inc. and which amends the Deferred Prosecution Agreement (the “Agreement”) dated as of August 11, 2008.

1. Paragraph 2 of the Agreement is hereby amended and restated to read in its entirety as follows:

“3.LAWSON PRODUCTSagrees to place a total of $30,000,000 in an escrow account to fund the payment of restitution and a civil forfeiture judgment as further set forth below.LAWSON PRODUCTSshall make the first $10,000,000 payment on or before the date thatLAWSON PRODUCTSexecutes this Agreement.LAWSON PRODUCTSshall make a $5,000,000 payment on or before August 15, 2009 and a further $5,000,000 payment on or before December 31, 2009.LAWSON PRODUCTSshall make its final $10,000,000 payment on or before August 11, 2010. At any point, should a controlling interest in LAWSON PRODUCTS be sold, the remaining payments shall be accelerated and due at the closing of that sale.”

2.  This Amendment shall be considered an amendment to and a part of the Agreement.

3.  Except as specifically stated herein, all terms, covenants and conditions of the Agreement shall remain in full force and effect.

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AGREED:

ForLAWSON PRODUCTS:

/s/ Thomas J. Neri   THOMAS J. NERI	/s/ William D. Heinz   WILLIAM D. HEINZ
President and Chief Executive Officer	Jenner & Block LLP
Lawson Products, Inc.	Counsel for Lawson Products, Inc.
For theUNITED STATES OF AMERICA:
/s/ Patrick J. Fitzgerald   PATRICK J. FITZGERALD	/s/ Brandon D. Fox   BRANDON D. FOX
United States Attorney	NANCY MILLER
	KRUTI TRIVEDI
	Assistant United States Attorneys

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