**Exhibit 2.1**

** **

**AGREEMENT AND PLAN OF MERGER**

** **

This AGREEMENT AND PLANOF MERGER is dated as of December 10, 2004 (this “Agreement”), byand among Interline Brands, Inc., a New Jersey corporation (“InterlineNJ”), Interline Brands, Inc., a Delaware corporation (“Holdco”), andInterline Subsidiary, Inc., a New Jersey corporation (“Subco”).

 

WHEREAS, as of the datehereof, Holdco is a direct wholly-owned subsidiary of Interline NJ and Subco isa direct wholly-owned subsidiary of Holdco;

 

WHEREAS, Interline NJ andSubco desire to engage in a transaction consisting of the merger of InterlineNJ with and into Subco with Interline NJ as the surviving corporation (the “Merger”),pursuant to the terms and conditions of this Agreement and in accordance with Section 14A:10-1of the New Jersey Business Corporation Act, as amended (the “NJBCA”);

 

WHEREAS, the respective boardsof directors of Interline NJ, Holdco and Subco have determined that the Merger,structured in the manner contemplated herein, is desirable and in the bestinterests of their respective shareholders and, by resolutions duly adopted,have approved and adopted this Agreement;

 

WHEREAS, Interline NJ hasformed Holdco in connection with the initial public offering (the “IPO”)of shares of common stock of Holdco, par value $0.01 per share (the “HoldcoCommon”), in order to have a Delaware holding company issuer for the IPO;

 

WHEREAS, Holdco, the soleshareholder of Subco, and Interline NJ, the sole shareholder of Holdco, haveeach adopted and approved this Agreement in accordance with Section 14A:10-3of the NJBCA;

 

WHEREAS, for U.S. federalincome tax purposes the parties intend that, so long as former shareholders ofInterline NJ exchange an amount of stock in Interline NJ which constitutes “control”of Interline NJ (within the meaning of Section 368(a)(2)(E) of theInternal Revenue Code of 1986, as amended (the “Code”)), the Merger willqualify as a reorganization within the meaning of Section 368(a) of theCode and the rules and regulations promulgated thereunder (the “Regulations”);that this Agreement constitutes a plan of reorganization within the meaning ofRegulation Section 1.368-2(g); and the Merger will be treated as part of atransaction that qualifies under Section 351 of the Code and theRegulations thereunder; and

 

WHEREAS, Interline NJ,Holdco and Subco desire to make certain representations, warranties, covenants andagreements, each to the other, in connection with the Merger and also toprescribe various conditions to the Merger.

 

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NOW, THEREFORE, inconsideration of the premises and agreements contained herein, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

# **ARTICLE I**

# ** **

# **THE MERGER**

# ** **

1.1           TheMerger.  Subject to the terms andconditions hereof, Interline NJ shall merge with and into Subco as soon aspracticable following the satisfaction or waiver of the conditions set forth inSection 4.1 hereof.  InterlineNJ shall be the surviving corporation in the Merger (the “SurvivingCorporation”), and, at the Effective Time (as defined in Section 1.2),the separate existence of Subco shall cease. The corporate existence of Interline NJ, with its purposes, powers andobjects, shall continue unaffected and unimpaired by the Merger, and as theSurviving Corporation it shall succeed to all rights, assets, liabilities andobligations of Subco as and to the extent provided in Section 14A:10-6 ofthe NJBCA.

 

1.2           EffectiveTime.  The Merger shall becomeeffective (the “Effective Time”) upon the filing by Interline NJ of acertificate of merger (the “Certificate of Merger”) with the Secretaryof State of the State of New Jersey, or such later time as may be setforth in the Certificate of Merger, pursuant to Sections 14A:1-6 and 14A:10-4.1(2)of the NJBCA.

 

1.3           Certificateof Incorporation.  The Certificate ofIncorporation of Interline NJ, as amended and restated at the Effective Time toread in its entirety as set forth on Exhibit A, shall be the Second Amendedand Restated Certificate of Incorporation of the Surviving Corporation (the “RestatedCharter”), until duly amended or repealed in accordance with the provisionsthereof and of applicable law.

 

1.4           By-Laws. The Bylaws of Interline NJ, as amendedand restated in its entirety at the Effective Time, shall be the Second Amendedand Restated By-laws of the Surviving Corporation (the “Restated By-Laws”)until duly amended or repealed in accordance with the provisions thereof and ofapplicable law.

 

1.5           Officersand Directors.  At the EffectiveTime, the directors and officers of Interline NJ immediately prior to theEffective Time shall be and constitute the directors and officers of theSurviving Corporation until their successors shall have been duly elected orappointed and qualified or until their earlier death, resignation or removal inaccordance with the Restated Charter and By-Laws.

 

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# **ARTICLE II**

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# **CONVERSION OFSECURITIES**

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2.1           Effectof the Merger on Capital Stock.  Atthe Effective Time, by virtue of the Merger and without any action on the partof Interline NJ, Holdco, Subco, or the holder of any shares of capital stock ofInterline NJ, Holdco or Subco:

 

### (a)           Conversionof Subco Capital Stock.  Each shareof common stock, without par value, of Subco (the “Subco Common”) issuedand outstanding immediately prior to the Effective Time shall be converted intoand become the right to receive (i) one hundred (100) shares of commonstock, without par value, of the Surviving Corporation and (ii) one shareof Senior Preferred Stock, par value $0.01 per share, of the SurvivingCorporation, each of which shall be fully paid and non-assessable.

###  

### (b)           Cancellationof Holdco Stock.  Each share of stockof Holdco owned by Interline NJ immediately prior to the Effective Time shallbe automatically cancelled and shall cease to exist without being convertedinto any stock or other consideration whatsoever.

###  

### (c)           Cancellationof Interline NJ Treasury Stock.  Eachshare of stock of Interline NJ owned by Interline NJ immediately prior to theEffective Time shall be automatically cancelled and shall cease to existwithout being converted into any stock or other consideration whatsoever.

###  

### (d)           Effectof Merger on Common Stock and Preferred Stock of Interline NJ.  Each share of common stock, without par value,of Interline NJ (the “Interline NJ Common”) and each share of SeniorPreferred Stock, par value $0.01 per share, of Interline NJ, (the “InterlineNJ Preferred”) issued and outstanding immediately prior to the EffectiveTime, shall be converted into the following (the “Merger Consideration”):

###  

#### (i)            InterlineCommon Stock.  Each issued andoutstanding share of Interline NJ Common shall be converted into the right toreceive that number of newly issued, fully paid and non-assessable shares of HoldcoCommon equal to the Common Stock Equity Consideration Per Share withoutinterest, subject to the fractional share provisions in Section 2.2(c). Each share of Interline NJ Common thathas been converted into the right to receive shares of Holdco Common asprovided in this subsection 2.1(d)(i) shall be canceled in accordancewith Section 2.2 and shall cease to exist, and the holder ofcertificates which immediately prior to the Effective Time represented thoseshares (the “Interline NJ Common Certificates”) shall cease to have anyrights with respect to those shares, other than the right to receivecertificates representing shares of Holdco Stock (“Holdco Certificates”)upon surrender of the Interline NJ Common Certificates in accordance with Section 2.2.

 

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#### (ii)           InterlinePreferred Stock.  Each issued andoutstanding share of Interline NJ Preferred shall be converted into the right toreceive (a) cash in an amount equal to the Preferred Stock CashConsideration Per Share without interest and (b) that number of shares of HoldcoCommon equal to the Preferred Stock Equity Consideration Per Share, subject tothe fractional share provisions in Section 2.2(c).  Each share of Interline NJ Preferred that hasbeen converted into the right to receive shares of Holdco Common and cash asprovided in this subsection 2.1(d)(ii) shall be cancelled inaccordance with Section 2.2 and shall cease to exist, and theholder of certificates which immediately prior to the Effective Timerepresented those shares (the “Interline NJ Preferred Certificates”)shall cease to have any rights with respect to those shares, other than theright to receive Holdco Certificates and the Preferred Stock Cash ConsiderationPer Share upon surrender of the Interline NJ Preferred Certificates inaccordance with Section 2.2.

####  

#### (iii)          InterlineOptions.  Upon the consummation ofthe Merger, each option to purchase shares of Interline Common outstandingimmediately prior to the Effective Time (each, an “Interline NJ Option”and collectively, the “Interline NJ Options”) shall by virtue of Section 5of the Wilmar Industries, Inc. 2000 Stock Award Plan (the “Stock Plan”)pursuant to which it was granted, and without any action by the holder of each suchInterline NJ Option, be adjusted and deemed to be an option (each, an “ExchangeOption”) such that the holder of the Exchange Option shall have an optionto purchase that number of shares of Holdco Common equal to the number ofshares of Interline NJ Common underlying such Interline NJ Option multiplied bythe Common Stock Equity Consideration Per Share.  Each Exchange Option shall have an exerciseprice equal to the exercise price of the corresponding Interline NJ Option priorto such adjustment divided by the Common Stock Equity Consideration Per Share.  The Exchange Options shall be administered bythe board of directors of Holdco or such committee thereof as shall bedesignated from time to time by such board, and shall continue to be subject tothe other terms and conditions to which the corresponding Interline NJ Optionwas subject immediately prior to the Effective Time.  For the avoidance of doubt, other than asprovided in this paragraph, the Exchange Option will be governed by the StockPlan and the award agreement entered into thereunder.  In connection with the issuance of theExchange Options, Holdco shall reserve for issuance the number of shares of HoldcoCommon that will become subject to the Exchange Options pursuant to this Section 2.1(b)(iii).

####  

For purposes of this Section 2:

 

“*Common Stock EquityConsideration Per Share*” means the Common Stock Equity ConsiderationShare Number divided by the Interline NJ Common Share Number.

 

“*Common Stock EquityConsideration Share Number*” means an amount equal to the greater of(a) the Total Existing Equity Value less the Preferred Stock EquityConsideration Value and (b) the Total Existing Common Minimum EquityConsideration Amount, in each case divided by the IPO Price Per Share.

 

“*Existing Common MinimumEquity Consideration*” means $1,000,000.

 

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“*Existing Holdco CommonShare Number*” means the aggregate number of shares of Holdco Commonto be outstanding immediately after the IPO, less the number of sharesof Holdco Common to be issued in the IPO, in each case as set forth in theProspectus.

 

“*Interline NJ Common ShareNumber*” means the aggregate number of shares of Interline NJ Commonissued and outstanding immediately prior to the Effective Time plus theaggregate number of shares of Interline NJ Common issuable upon exercise of theInterline NJ Warrants issued and outstanding immediately prior to the EffectiveTime.

 

 “*Interline NJ Warrant*” means each outstanding warrant topurchase shares of Interline NJ Common pursuant to the Warrant Agreementbetween Wilmar Industries, Inc. (a predecessor-in-interest to Interline NJ) andFleet Corporate Finance, Inc. and Allied Capital Corporation, dated as of May 16,2000, as amended September 29, 2000.

 

“*IPO Price Per Share*”means the price to the public of each share of Holdco Common to be issued andsold in connection with the IPO, as set forth in the Prospectus.

 

“*Preferred Stock CashConsideration Per Share*” means an amount, calculated as to eachshare of Interline NJ Preferred, equal to the Preferred Stock CashConsideration multiplied by a fraction, the numerator of which is (a) theLiquidation Value per share of Interline NJ Preferred of $10, plus an amountequal to all accrued and unpaid dividends thereon as of the Effective Time, anddenominator of which is (b) the Preferred Stock Liquidation Value.

 

“*Preferred Stock CashConsideration*” means an amount equal to (a) $55,000,000 (orsuch lesser amount as may be authorized by resolution of the Board of Directorsadopted prior to the Effective Time based upon the advice of the underwritersin the IPO regarding market conditions) plus (b) an amount equal to theexcess of the price to the public of shares in the IPO over $200,600,000 (orsuch lesser amount as may be authorized by resolution of the Board of Directorsadopted prior to the Effective Time based upon the advice of the underwritersin the IPO regarding market conditions) (after deducting underwriters’discounts and commissions on such excess amount); provided, that thatin no event shall the Preferred Stock Cash Consideration be less than $25,000,000.

 

“*Preferred Stock EquityConsideration Per Share*” means an amount, calculated as to eachshare of Interline NJ Preferred, equal to the Preferred Stock EquityConsideration Share Number multiplied by a fraction, the numerator of which is(a) the Liquidation Value per share of Interline NJ Preferred of $10, plusan amount equal to all accrued and unpaid dividends thereon as of the EffectiveTime, and denominator of which is (b) the Preferred Stock LiquidationValue.

 

“*Preferred Stock EquityConsideration Value*” means the Preferred Stock Equity ConsiderationShare Number multiplied by the IPO Price Per Share.

 

“*Preferred Stock EquityConsideration Share Number*” means an amount equal to the lesser of(a) the Preferred Stock Liquidation Value less the Preferred Stock Cash

 

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Consideration and (b) Total Existing Equity Valueless the Existing Common Minimum Equity Consideration, in each case divided bythe IPO Price Per Share.

 

“*Preferred StockLiquidation Value*” means the aggregate Liquidation Value (as definedin the Certificate of Incorporation of Interline NJ) plus an amount equal toall accumulated and unpaid dividends on the Interline NJ Preferred as of theEffective Time.

 

“*Prospectus*”means the prospectus relating to the IPO containing the IPO Price Per Share.

 

“*Total Existing EquityValue*” means the IPO Price Per Share multiplied by the ExistingHoldco Common Share Number.

 

2.2           ExchangeProcedures.

 

### (a)           Priorto or promptly after the Effective Time, Interline NJ shall cause to be mailedor otherwise delivered to each holder of record of an Interline NJ CommonCertificate or an Interline NJ Preferred Certificate immediately prior to theEffective Time (the “Certificates”), (i) a letter of transmittal(which shall specify that delivery shall be effected, and risk of loss andtitle to the Certificates shall pass, only upon delivery of the Certificates toHoldco (or such exchange agent as shall be designated thereby, hereinafter the “ExchangeAgent”) and shall be in a form and have other such provisions as Holdco mayreasonably specify and (ii) instructions for use in effecting thesurrender of the Certificates for cancellation in exchange for the MergerConsideration.  Upon surrender of aCertificate for cancellation to Holdco or the Exchange Agent together with suchletter of transmittal, duly executed, and such other documents as mayreasonably be required by Holdco or the Exchange Agent, the holder of suchCertificate shall be entitled to receive in exchange therefor, and Holdco orthe Exchange Agent shall promptly deliver, the Merger Consideration for eachshare of Interline NJ stock formerly evidenced by such Certificate, and suchCertificate shall thereupon be cancelled.

###  

### (b)           Ifpayment of the Merger Consideration is to be made to a person other than theperson in whose name the surrendered Certificate is registered on the stocktransfer books of Interline NJ, it shall be a condition of payment to theholder of a Certificate that it be endorsed properly or otherwise be in properform for transfer and that the person requesting such payment shall have paidall transfer and other taxes required by reason of the payment of the MergerConsideration to a person other than the registered holder or shall haveestablished to the satisfaction of Holdco that such taxes are notapplicable.  Until surrendered ascontemplated by this Section 2.2(a), each Certificate shall bedeemed at any time after the Effective Time to represent only the right toreceive upon such surrender the Merger Consideration, without interest, intowhich the shares theretofore represented by such Certificate shall have beenconverted pursuant to Article II of this Agreement.

###  

### (c)           Deliveryof Merger Consideration to Interline NJ Shareholders Without Certificates.  Promptly after the Effective Time, Holdco orthe 

 

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### Exchange Agent shall cause the Merger Consideration to be mailed orotherwise delivered to each holder of record of Interline NJ stock who, as ofthe Effective Time, had not yet been issued a Certificate representing such InterlineNJ stock.

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### (d)           NoFractional Shares.  No certificatesor script representing fractional shares of Holdco Common shall be issued as aresult of any conversion provided for in this Article II.  All fractional shares shall be rounded to thenearest whole number, with 0.5 rounded up.  If more than one Certificate shall besurrendered for the account of the same holder, the number of shares ofInterline NJ for which Certificates have been surrendered shall be computed onthe basis of the aggregate number of shares (on an as-converted to HoldcoCommon basis) represented by the Certificates so surrendered. No cash shall bepaid in lieu of fractional shares.

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### (e)           Withholding.  InterlineNJ, the Surviving Corporation and Holdco shall be entitled to deduct andwithhold from any Merger Consideration payable under this Agreement suchamounts as may be required to be deducted or withheld therefrom under anyapplicable federal, state, local or foreign tax laws.  To the extent such amounts are so deducted andwithheld, such amounts shall be treated for all purposes under this Agreementas having been paid to the person in respect of which such deduction andwithholding was made.

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2.3           NoAppraisal Rights.  No appraisalrights shall be available to the holders of Interline Common or InterlinePreferred in connection with the Merger.

 

2.4           TaxTreatment.  Each of the partieshereto agrees that it shall take such action, and refrain from taking anyaction, as may be necessary to cause the Merger to qualify as a reorganizationwithin the meaning of Section 368(a) of the Code and the Regulationsthereunder so long as former shareholders of Interline NJ exchange an amount ofstock in Interline NJ which constitutes control of Interline NJ (within themeaning of Section 368(a)(2)(E) of the Code); shall take such action, andrefrain from taking any action, as may be necessary to cause the Merger to betreated as part of a transaction under Section 351 of the Code and theRegulations thereunder; and shall not take any position inconsistent therewithfor U.S. federal income tax purposes, unless required to do so by a change inlaw or final determination in proper proceedings.

 

# **ARTICLE III**

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# **REPRESENTATIONSAND WARRANTIES**

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3.1           Representationsand Warranties of Interline NJ.  InterlineNJ hereby represents and warrants to Holdco and Subco that Interline NJ (i) isa corporation duly incorporated, validly existing and in good standing underthe laws of the State of New Jersey; (ii) has obtained the approvalof its Board of Directors to execute and deliver this Agreement and toconsummate the transactions contemplated hereby, including to effect theMerger; (iii) subject only to the adoption of this Agreement by theRequisite Shareholder Vote (as defined in Section 4.1(a) below), hasfull corporate power and authority to execute, deliver and perform thisAgreement and to consummate the 

 

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transactions contemplated hereby; (iv) has adopted and approvedthis Agreement in accordance with the NJBCA; (v) the execution of this Agreementand the consummation of the transactions contemplated hereby do not violate anyprovisions of its organizational documents or any agreements or instruments towhich it is a party, except as could not be reasonably expected to materiallyimpair or delay its ability to consummate the transactions contemplated hereby;and (vi) this Agreement has been duly and validly executed and deliveredby Interline NJ and constitutes a legal, valid and binding agreement ofInterline NJ, enforceable against Interline NJ in accordance with its terms(except as enforceability may be limited by bankruptcy, insolvency, moratoriumor other similar laws affecting creditors’ rights generally or by theprinciples governing the availability of equitable remedies (the “EnforceabilityExceptions”)).

 

3.2           Representationsand Warranties of Holdco.  Holdcohereby represents and warrants to Interline NJ and Subco as follows:

 

### (a)           Holdco(i) is a corporation duly incorporated, validly existing and in goodstanding under the laws of the State of Delaware; (ii) has full corporate powerand authority to execute, deliver and perform this Agreement and to consummatethe transactions contemplated hereby; (iii) has adopted and approved thisAgreement in accordance with the Delaware General Corporation Law, (iv) theexecution of this Agreement and the consummation of the transactionscontemplated hereby do not violate any provisions of its organizationaldocuments or any agreements or instruments to which it is a party, except ascould not be reasonably expected to materially impair or delay its ability toconsummate the transactions contemplated hereby; and (v) this Agreementhas been duly and validly executed and delivered by Holdco and constitutes alegal, valid and binding agreement of Holdco enforceable against Holdco inaccordance with its terms (except as enforceability may be limited by theEnforceability Exceptions).

###  

### (b)           Asof the Effective Time, the authorized capital stock of Holdco will consist of 100,000,000shares of Holdco Common and 20,000,000 shares of preferred stock of Holdco, parvalue $0.01 per share.  Upon consummationof the Merger, each share of Holdco Common issued as part of the MergerConsideration will be duly authorized, validly issued, fully paid and non-assessable,and each share of Holdco Common to be issued upon exercise of the ExchangeOptions will be duly authorized, validly issued, fully paid and non-assessablewhen issued.

###  

3.3           Representationsand Warranties of Subco.  Subcohereby represents and warrants to Interline NJ and Holdco as follows:

 

### (a)           Subco(i) is a corporation duly incorporated, validly existing and in goodstanding under the laws of the State of New Jersey; (ii) has obtainedthe approval of its Board of Directors and Holdco, its sole shareholder, toexecute and deliver this Agreement and to consummate the transactionscontemplated hereby, including to effect the Merger; (iii) has fullcorporate power and authority to execute, deliver and perform this Agreementand to consummate the transactions contemplated hereby; (iv) has adoptedand approved this Agreement in accordance with the NJBCA; (v) theexecution of this Agreement and the consummation of the transactions 

 

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### contemplated hereby do not violate any provisions of its organizationaldocuments or any agreements or instruments to which it is a party, except ascould not be reasonably expected to materially impair or delay its ability toconsummate the transactions contemplated hereby; and (vi) this Agreementhas been duly and validly executed and delivered by Subco and constitutes alegal, valid and binding agreement of Subco enforceable against Subco inaccordance with its terms (except as enforceability may be limited by theEnforceability Exceptions).

###  

### (b)           Asof the date of this Agreement and the Effective Time, the authorized capitalstock of Subco consists solely of one share of Subco Common, which share isissued and outstanding and is held by Holdco. Such issued and outstanding shareof Subco has been duly authorized and validly issued and is fully paid andnon-assessable.

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### (c)           Subcohas been formed solely for the purpose of effectuating the Merger, and hasnever held any assets or had any liabilities, and has never been engaged in anytrade or business, or investment activities.

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# **ARTICLE IV**

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# **CONDITIONS, AMENDMENTAND TERMINATION**

# ** **

4.1           Conditionsto Effect the Merger.  Theobligations of the parties hereto to consummate the transactions contemplatedhereby, including to effect the Merger, shall be subject to the fulfillment orwaiver at or prior to the Effective Time of the following conditions:

 

### (a)           Inaccordance with Section 14A:10-3 of the NJBCA, this Agreement shall havebeen approved by the Requisite Shareholder Vote of Interline NJ.  The “Requisite Shareholder Vote” meansthe adoption of this Agreement by (i) the shareholders of Interline NJholding at least sixty percent (60%) of the Interline NJ Common entitled tovote thereon, (ii) the shareholders of Interline holding at least sixtypercent (60%) of the outstanding shares of Interline NJ Preferred entitled tovote thereon and (iii) a majority of shareholders of Interline NJ entitledto vote thereon.

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### (b)           Therepresentations and warranties contained in Article III hereofshall be true and correct in all material respects on and as of the EffectiveTime as if made on and as of such date.

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4.2           Amendments. At any time prior to the Effective Time,this Agreement may be amended, modified or supplemented by the parties hereto,so long as (a) no amendment that requires shareholder approval underapplicable laws shall be made without such required approval and (b) suchamendment, modification or supplement has been duly approved by the board ofdirectors of each of the parties hereto.

 

4.3           Waiver. At any time prior to the Effective Time,the parties hereto by action taken by their respective boards of directors may(a) waive any inaccuracies in 

 

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the representations and warranties contained herein or in any documentdelivered pursuant hereto and (b) waive compliance with any of theagreements or conditions contained herein; provided, however, that the partiesmay not waive compliance with the conditions set forth in Section 4.1(a)hereof.  Any agreement on the part of aparty hereto to any such extension or waiver shall be valid only if set forthin an instrument in writing signed on behalf of such party.

 

4.4           Termination. This Agreement may be terminated at anytime prior to the Effective Time, notwithstanding the approval by theshareholders of any or all of Interline NJ, Holdco or Subco, (a) by mutualconsent of the respective boards of directors of Interline NJ, Holdco and Subcoor (b) by any of Interline NJ, Holdco or Subco if the Merger shall nothave been consummated on or before January 31, 2005 (or such later date asmay be agreed to by Interline NJ, Holdco and Subco in writing).  In the event of the termination of thisAgreement in accordance with the previous sentence, this Agreement shall thereafterbecome void and have no effect and no party hereto shall have any liability tothe other parties hereto or its shareholders or directors or officers inrespect thereof.

 

# **ARTICLE V**

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# **MISCELLANEOUSPROVISIONS**

# ** **

5.1           Non-Survivalof Representations and Warranties.  Allrepresentations and warranties in this Agreement or in any instrument deliveredpursuant to this Agreement shall not survive the Effective Time.

 

5.2           FurtherAssurances.  Each of the partiesagrees to execute such documents and instruments and to take whatever actionmay be necessary or desirable to consummate the transactions contemplatedhereby, including to effect the Merger.

 

5.3           GoverningLaw.  This Agreement shall beconstrued under and in accordance with the laws of the State of New Jerseyapplicable to contracts to be fully performed in such State, without givingeffect to choice of law principles.

 

5.4           BindingEffect; Successors and Assigns.  ThisAgreement may not be assigned by any party without the written consent of eachof the other parties hereto. This Agreement shall be binding upon and inure tothe benefit of the respective successors and permitted assigns of the partieshereto.

 

5.5           NoOther Agreement or Understandings.  ThisAgreement embodies all of the agreements and understanding in relation to thesubject matter of this Agreement, and no covenants, understandings oragreements in relation to this Agreement exist among the parties, except asexpressly set forth in this Agreement.

 

5.6           NoThird Party Benefit.  Nothing expressedor implied in this Agreement shall be construed to confer upon or give to anyperson, firm or limited 

 

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liability company, other than a party to this Agreement, any rights orremedies under or by reason of this Agreement.

 

5.7           Severability. If any one or more of the provisionscontained herein, or the application thereof in any circumstance, is heldinvalid, illegal or unenforceable in any respect for any reason, the validity, legalityand enforceability of any such provision in every other respect and of the remainingprovisions hereof shall not be in any way impaired, unless the provisions heldinvalid, illegal or unenforceable shall substantially impair the benefits ofthe remaining provisions hereof.

 

5.8           Rulesof Construction.  Unless the contextotherwise requires, references to sections or subsections refer to sections orsubsections of this Agreement.  Anyambiguities or interpretations of the provisions of this Agreement shall bemade in good faith by the Board of Directors of Holdco, and shall be bindingand determinative on all parties.

 

5.9           Counterparts..  This Agreement may be executed inseparate counterparts, each of which, when so executed, shall be deemed to bean original, and such counterparts when taken together shall constitute but oneand the same instrument.

 

*[Remainder of page intentionally left blank]*

 

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IN WITNESS WHEREOF, InterlineNJ, Holdco and Subco have caused this Agreement to be signed by theirrespective officers thereunto duly authorized as of the day first writtenabove.

 
|   | Interline Brands, Inc., a New Jersey  Corporation:    |
|--------|------------------------------------------------------------|
|   |                                                       |   |
|   | INTERLINE BRANDS, INC.                                     |
|   |                                                       |
|   |                                                       |
|   | By:                                                        |   | /s/ William E. Sanford |   |
|   |                                                       | Name: | William E. Sanford |
|   |                                                       | Title: | Executive Vice  President and |
|   |                                                       |   | Chief Operating Officer |
|   |                                                       |
|   |                                                       |
|   | Interline Brands, Inc., a Delaware Corporation:            |
|   |                                                       |   |
|   | INTERLINE BRANDS, INC.                                     |
|   |                                                       |
|   |                                                       |   |
|   | By:                                                        |   | /s/ William E. Sanford |   |
|   |                                                       | Name: | William E. Sanford |
|   |                                                       | Title: | Executive Vice  President and |
|   |                                                       |   | Chief Operating Officer |
|   |                                                       |
|   |                                                       |
|   | Interline Subsidiary, Inc., a New Jersey  Corporation |
|   |                                                       |   |
|   | INTERLINE SUBSIDIARY, INC.                                 |
|   |                                                       |
|   |                                                       |   |
|   | By:                                                        |   | /s/ William E. Sanford |   |
|   |                                                       | Name: | William E. Sanford |
|   |                                                       | Title: | Executive Vice  President and |
|   |                                                       |   | Chief Operating Officer |
|        |                                                            |  |  |  |  |  |  |

 

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**EXHIBITS**

 

EXHIBIT A:                               SecondAmended and Restated Certificate of Incorporation of Interline Brands, Inc.

 

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