8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported)       February 14, 2008
MSC Industrial Direct Co., Inc.
(Exact name of registrant as specified in its charter)
New York		1-14130	11-3289165
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
75 Maxess Road, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code    (516) 812-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On February 14, 2008, the Registrant entered into a First Amendment to the Credit Agreement (the “Credit Agreement”), dated as of June 8, 2006, by and among the Registrant, the banks and financial institutions party to the Credit Agreement, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., HSBC Bank USA, N.A. and Sovereign Bank, as co-documentation agents and Citibank, N.A., as syndication agent.  Pursuant to the supplements executed by certain Lenders under the Credit Agreement, the revolving commitments have been increased to $150,000,000.  Pursuant to the amended Credit Agreement, the Registrant may from time to time request that the Lenders increase the amount of revolving commitments  up to $225,000,000, which, if accepted by the Lenders could increase the maximum amount of revolving commitments available under the original terms of the Credit Agreement by up to $75,000,000.  There is currently $74,000,000 borrowed under the revolving credit line and $159,625,000 borrowed under the term loan facility under the Credit Agreement.  The Registrant intends to use the increased borrowing capacity to repay any amounts borrowed under the Promissory Note entered into by the Registrant on February 7, 2008, in favor of JPMorgan Chase Bank, N.A., for working capital purposes and for the repurchase, from time to time, of shares of the Registrant’s Class A Common Stock traded on the New York Stock Exchange; however, the Registrant is not obligated to, and may not, repurchase such shares, in its sole discretion.  All other material terms of the Credit Agreement remain unchanged.  A copy of the First Amendment to the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The information set forth above under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

10.1           First Amendment, dated as of February 14, 2008, to the Credit Agreement, dated as of June 8, 2006, among MSC Industrial Direct Co., Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., HSBC Bank USA, N.A. and Sovereign Bank, as co-documentation agents and Citibank, N.A., as syndication agent.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   MSC Industrial Direct Co., Inc.

Date:  February 19, 2008                                                                               By: /s/ Shelley M. Boxer                                                       

   Name: Shelley M. Boxer

    Title:   Vice President, Finance

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of February 14, 2008 (this “Amendment”), to the Credit Agreement, dated as of June 8, 2006 (the “Credit Agreement”), among MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION and SOVEREIGN BANK, as co-documentation agents, CITIBANK, N.A., as syndication agent, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; and

WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended in the manner provided for in this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises, the parties hereto hereby agree as follows:

AMENDMENTS

A.Defined Terms.  Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein.

B.Amendment to Section 3.1(c).  Section 3.1(c) of the Credit Agreement is hereby amended by deleting from such section the following:  “$150,000,000” and substituting in lieu thereof the following:  “$225,000,000”.

MISCELLANEOUS

C.Conditions to Effectiveness of Amendment.  This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of a counterpart hereof duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders.

D.Representations and Warranties.  The Borrower represents and warrants to each Lender that as of the effective date of this Amendment: (a) this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms constitutes, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (b) the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of

the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (c) no Default or Event of Default has occurred and is continuing as of the date hereof.

E.Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

F.Continuing Effect; No Other Amendments.  Except to the extent the Credit Agreement is expressly amended hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. This Amendment shall constitute a Loan Document.

G.Payment of Expenses.  The Borrower agrees to pay and reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of legal counsel to the Administrative Agent.

H.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

   MSC INDUSTRIAL DIRECT CO., INC.

   By: ___________________________________

         Name:

         Title:

   JPMORGAN CHASE BANK, N.A., as

   Administrative Agent and as a Lender

   By:___________________________________

        Name:

        Title:

   CITIBANK, N.A., as Syndication Agent and as a Lender

   By:___________________________________                                                                

         Name:

      Title:

   BANK OF AMERICA, N.A., as Co-Documentation

   Agent and as a Lender

   By:___________________________________                                                                

   Name:

   Title:

   HSBC BANK USA, NATIONAL ASSOCIATION,

              as Co-Documentation Agent and as a Lender

   By:___________________________________                                                                

    Name:

    Title:

   SOVEREIGN BANK, as Co-Documentation Agent

   and as a Lender

   By:___________________________________                                                                

   Name:

   Title:

   NORTH FORK BANK

   A DIVISION OF CAPITAL ONE, N.A.,

   as a Lender

   By: __________________________________

          Name:

          Title: