Exhibit
4.9


 


EXECUTION COPY


 


SUPPLEMENT NO. 2 (this “Supplement”) dated as of September 25, 2009 to the
Guarantee and Collateral Agreement dated as of June 23, 2006 among
INTERLINE BRANDS, INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC., a New Jersey corporation
(the “Borrower”), the
Subsidiaries of the Borrower identified therein (the “Subsidiary Parties”) and
JPMorgan CHASE BANK, N.A., a New York banking corporation (“JPMCB”), as
Collateral Agent.


 


A. 
Reference is made to the Credit Agreement dated as of June 23, 2006
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the
Borrower, the Lenders from time to time party thereto and, JPMCB, as
Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and
Credit Suisse, Bank of America, N.A., SunTrust Bank and Wachovia Bank, N.A., as
Co-Documentation Agents.


 


B. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement and the
Collateral Agreement referred to therein.


 


C.  The
Grantors have entered into the Collateral Agreement in order to induce the
Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Section 7.14 of the Collateral Agreement
provides that additional Subsidiaries may become Subsidiary Parties under the
Collateral Agreement by execution and delivery of an instrument in the form of
this Supplement.  The undersigned
Subsidiary (the “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Party under the Collateral Agreement in order
to induce the Lenders to make additional Loans and the Issuing Banks to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.


 


Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION 1.  In accordance with Section 7.14 of the
Collateral Agreement, the New Subsidiary by its signature below becomes a
Subsidiary Party (and accordingly, becomes a Guarantor and Grantor), Grantor
and Guarantor under the Collateral Agreement with the same force and effect as
if originally named therein as a Subsidiary Party and the New Subsidiary hereby
(a) agrees to all the terms and provisions of the Collateral Agreement
applicable to it as a Subsidiary Party, Grantor and Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Grantor
and Guarantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New
Subsidiary, as security for the payment and performance in full of the
Obligations, does hereby (a) create and grant to the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, their


 

















 


successors and assigns, a
security interest in and lien on all of its right, title and interest in and to
its Collateral and (b) guarantee the Obligations as set forth in Section 2
of the Collateral Agreement.  Each
reference to a “Guarantor” or “Grantor” in the Collateral Agreement shall be
deemed to include the New Subsidiary. 
Schedule I to the Collateral Agreement is hereby amended to include the
New Subsidiary.  The Collateral Agreement
is hereby incorporated herein by reference.


 


SECTION 2.  The New Subsidiary represents and warrants to
the Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary and the Collateral Agent has executed
a counterpart hereof.  Delivery of an
executed signature page to this Supplement by facsimile transmission shall
be as effective as delivery of a manually signed counterpart of this
Supplement.


 


SECTION 4.  The New Subsidiary hereby represents and
warrants that (a) set forth on Schedule I attached hereto is a true
and correct schedule of the location of any and all of its Collateral and (b) set
forth under its signature hereto, is its true and correct legal name, its
jurisdiction of formation and the location of its chief executive office.


 


SECTION 5.  Except as expressly supplemented hereby, the
Collateral Agreement shall remain in full force and effect.


 


SECTION 6. 
THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.  In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Collateral Agreement shall not in any
way be affected or impaired thereby (it being understood that the invalidity of
a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 8.  All communications and notices hereunder
shall be in writing and given as provided in Section 7.01 of the
Collateral Agreement.


 


2

















 


SECTION 9.  The New Subsidiary agrees to reimburse the
Collateral Agent for its reasonable out-of-pocket expenses in connection with
this Supplement, including the reasonable fees, other charges and disbursements
of counsel for the Collateral Agent.


 


[Remainder of page intentionally
left blank.]


 


3

















 


IN WITNESS WHEREOF, the New Subsidiary and
the Collateral Agent have duly executed this Supplement to the Collateral
Agreement as of the day and year first above written.


 


	
   

  	
  EAGLE
  MAINTENANCE SUPPLY, INC.

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal
  Name: Eagle Maintenance Supply, Inc.

  
	
   

  	
   

  	
  Jurisdiction
  of formation: New Jersey

  
	
   

  	
   

  	
  Location
  of Chief Executive Office:

  
	
   

  	
   

  	
   

  	
  801
  West Bay Street

  
	
   

  	
   

  	
   

  	
  Jacksonville,
  FL 32204

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Predun

  
	
   

  	
   

  	
  Name:
  Peter Predun

  
	
   

  	
   

  	
  Title: Executive Director

  



 

















 


SCHEDULE I


 


LOCATION OF COLLATERAL


 


(i)                                   Location of
Inventory, Equipment and Assets


 


	
  Mailing
  Address

  	
   

  	
  County/Province

  
	
   

  	
   

  	
   

  
	
  80
  Twinbridge Drive

  Pennsauken, NJ 08110

  	
   

  	
  Camden

  



 


(ii)                                Location of
Owned Real Property


 


None.


 


EQUITY INTERESTS


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of

  Equity Interests

  	
   

  	
  Percentage

  of Equity

  Interests

  
	
  Eagle Maintenance
  Supply, Inc., a New Jersey Corporation

  	
   

  	
  2

  	
   

  	
  Interline
  Brands, Inc., a New Jersey Corporation

  	
   

  	
  100 shares of
  Common Stock

  	
   

  	
  100%

  



 


DEBT SECURITIES


 


Intercompany
Revolving Note dated 6/26/2009 between Eagle Maintenance Supply, Inc. as
Issuer and Interline Brands, Inc. (NJ) as Borrower.  Total line available is $10,000,000 with
outstanding balance of $5,114,832 as-of 6/26/2009.


 


INTELLECTUAL PROPERTY


 


	
  Mark

  	
   

  	
  Reg. Date

  	
   

  	
  Reg. No.

  	
   

  
	
  Eagle Maintenance Supply

  	
   

  	
  6/23/2009

  	
   

  	
  3,643,089

  	
   

  



 


DEPOSIT ACCOUNTS


 


	
  Bank
  Name

  	
   

  	
  Type

  	
   

  	
  Acct#

  	
   

  
	
  Commerce
  Bank

  	
   

  	
  Operating

  	
   

  	
  0002693745