Exhibit
4.7


 


THIRD SUPPLEMENTAL
INDENTURE, dated September 29, 2009, by Interline Brands, Inc., a New
Jersey corporation (the “COMPANY”), Eagle Maintenance Supply, Inc. (the “NEW
SUBSIDIARY GUARANTOR”), the other Guarantors listed on the signature pages hereto
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), as trustee (herein called the “TRUSTEE”), to
the Indenture dated as of June 23,  2006, among the
Company, the Guarantors named therein and the Trustee (the “BASE INDENTURE”),
as supplemented by the First Supplemental Indenture dated as of June 23,
2006 (the “FIRST SUPPLEMENTAL INDENTURE”) and the Second Supplemental Indenture
dated as of July 3, 2006 (the “SECOND SUPPLEMENTAL INDENTURE”, and
together with the Base Indenture and the First Supplemental Indenture, the “INDENTURE”).


 


W I T N E S S E T H


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee the Base Indenture dated as of
June 23, 2006, as supplemented by the First Supplemental Indenture dated as
of June 23, 2006, providing for the issuance of 8 1/8% Senior Subordinated
Notes due 2014 (the “NOTES”);


 


WHEREAS, pursuant to Section 8.09
of the First Supplemental Indenture, the Company may cause a domestic Restricted
Subsidiary (other than a Receivables Subsidiary) that is not then a Subsidiary
Guarantor and that Guarantees any Indebtedness under any Credit Facility (other
than Indebtedness Incurred pursuant to Sections 8.03(b)(5), (b)(8),
(b)(11), (b)(13) and (b)(15) of the First Supplemental Indenture), to execute
and deliver to the Trustee a Guaranty Agreement pursuant to which such
Restricted Subsidiary will Guarantee payment of the Notes on the same terms and
conditions as those set forth in the Indenture; and


 


WHEREAS, pursuant to Section 9.01
of the Base Indenture, as amended by Section 7.01(4) of the First
Supplemental Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.


 


NOW THEREFORE, in
consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the New Subsidiary
Guarantor, the other Guarantors and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as follows:


 


SECTION 1.  CAPITALIZED TERMS.  Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Indenture.  The New Subsidiary Guarantor is a Guarantor
for purposes of the Base Indenture and a Subsidiary Guarantor for purposes of
the Indenture as supplemented hereby.


 


SECTION 2.  GUARANTIES. 
The New Subsidiary Guarantor hereby unconditionally and irrevocably
guarantees, jointly and severally with the other Guarantors, to each Holder and
to the Trustee and its successors and assigns (a) the full and punctual
payment of principal of and interest on the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Indenture


 

















 


and
the Notes and (b) the full and punctual performance within applicable
grace periods of all other obligations of the Company under the Indenture and
the Notes (all the foregoing being hereinafter collectively called the “GUARANTEED
OBLIGATIONS”).  The New Subsidiary Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from the New Subsidiary
Guarantor and that the New Subsidiary Guarantor will remain bound under this
Supplemental Indenture notwithstanding any extension or renewal of any
Guaranteed Obligation.


 


To the fullest extent
permitted by law, the New Subsidiary Guarantor waives presentation to, demand
of, payment from and protest to the Company of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment.  To the fullest extent permitted by law, the New
Subsidiary Guarantor waives notice of any default under the Notes or the
Guaranteed Obligations.  The obligations
of the New Subsidiary Guarantor hereunder shall not be affected by (a) the
failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under the
Indenture, this Supplemental Indenture, the Notes or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of the Indenture, this Supplemental Indenture, the Notes or any other
agreement; (d) the release of any security held by any Holder or the
Trustee for the Guaranteed Obligations or any of them; (e) the failure of
any Holder or the Trustee to exercise any right or remedy against any other
guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06
of the First Supplemental Indenture and Section 7 of this Supplemental
Indenture, any change in the ownership of the New Subsidiary Guarantor.


 


The New Subsidiary Guarantor
further agrees that its Subsidiary Guaranty herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.


 


The Subsidiary Guaranty is,
to the extent and in the manner set forth in Article Eleven of the First
Supplemental Indenture, subordinated and subject in right of payment to the
prior payment in full of the principal of and premium, if any, and interest on
all Senior Indebtedness of the New Subsidiary Guarantor and the Subsidiary
Guaranty is made subject to the provisions of the Indenture.


 


Except as expressly set
forth in Section 13.01(b) of the Base Indenture and Sections 10.02
and 10.06 of the First Supplemental Indenture and Section 7 of this
Supplemental Indenture, to the fullest extent permitted by law, the obligations
of the New Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and, to the
fullest extent permitted by law, shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of the New Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under the Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, wilful or
otherwise, in the 


 


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performance
of the Guaranteed Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the New Subsidiary Guarantor or would otherwise operate
as a discharge of the New Subsidiary Guarantor as a matter of law or equity.


 


The New Subsidiary Guarantor
further agrees that its Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.


 


In furtherance of the
foregoing and not in limitation of any other right which any Holder or the
Trustee has at law or in equity against the New Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply
with any other Guaranteed Obligation, the New Subsidiary Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount
equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (3) all other monetary Guaranteed Obligations of
the Company to the Holders and the Trustee.


 


The New Subsidiary Guarantor
agrees that it shall not be entitled to any right of subrogation in respect of
any Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations and all obligations to which the Guaranteed Obligations
are subordinated as provided in Article Eleven of the First Supplemental
Indenture.  The New Subsidiary Guarantor
agrees that, as between it, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the Guaranteed Obligations may be
accelerated as provided in Article 5 of the Base Indenture, as amended by Article Five
of the First Supplemental Indenture for the purposes of the New Subsidiary
Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed
Obligations, and (y) in the event of any declaration of acceleration of
such Guaranteed Obligations as provided in Article 5 of the Base
Indenture, as amended by Article Five of the First Supplemental Indenture,
such Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by the New Subsidiary Guarantor for the purposes of this
Supplemental Indenture.


 


The New Subsidiary Guarantor
also agrees to pay any and all costs and expenses (including attorneys’ fees)
incurred by the Trustee or any Holder in enforcing any rights under this Section 2.


 


SECTION 3.  LIMITATION ON LIABILITY.  Any term or provision of this Supplemental
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations by the New Subsidiary Guarantor shall not exceed the
maximum amount that can be hereby guaranteed without rendering this
Supplemental Indenture, as it relates to the New Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance, fraudulent transfer or
similar laws affecting the rights of creditors generally.


 


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SECTION 4.  SUCCESSORS AND ASSIGNS.  This Supplemental Indenture shall be binding
upon the New Subsidiary Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Supplemental Indenture and in the Notes shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
of this Supplemental Indenture.


 


SECTION 5.  NO WAIVER. 
Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Supplemental
Indenture shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege.  The rights, remedies and
benefits of the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Supplemental Indenture at law, in equity, by statute
or otherwise.


 


SECTION 6.  MODIFICATION. 
No modification, amendment or waiver of any provision of this
Supplemental Indenture, nor the consent to any departure by the New Subsidiary
Guarantor therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  No notice to or demand on the New
Subsidiary Guarantor in any case shall entitle the New Subsidiary Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.


 


SECTION 7.  RELEASE. 
The New Subsidiary Guarantor will be released from its obligations under
this Supplemental Indenture without any further action required on the part of
the Trustee or any Holder (other than any obligation that may have arisen under
Section 8 prior to such release)


 


(i) upon the sale
(including any sale pursuant to any exercise of remedies by a holder of Senior
Indebtedness of the Company or of the New Subsidiary Guarantor) or other
disposition (including by way of consolidation or merger) of the New Subsidiary
Guarantor,


 


(ii) upon the
sale or disposition of all or substantially all the assets of the New Subsidiary
Guarantor,


 


(iii) upon the
designation of the New Subsidiary Guarantor as an Unrestricted Subsidiary
pursuant to the terms of the Indenture,


 


(iv) in
connection with any sale or other disposition (including by way of a merger or
consolidation) of Capital Stock of the New Subsidiary Guarantor to a Person in
accordance with the Indenture that results in the New Subsidiary Guarantor no
longer being a Restricted Subsidiary,


 


(v) at such time
as such New Subsidiary Guarantor does not have any Guarantees outstanding that
would have required it to become a Subsidiary Guarantor under Section 8.09
of the First Supplemental Indenture,


 


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(vi) upon
defeasance of the Notes pursuant to Article 13 of the Base Indenture and Section 4.03
of the First Supplemental Indenture, or


 


(vii) upon the
full satisfaction of the Company’s obligations under the Indenture pursuant to Article 4
of the Base Indenture and Article Four of the First Supplemental
Indenture;


 


PROVIDED, HOWEVER, that in the case of
clauses (i), (ii) and (iv) above, (A) such sale or other
disposition is made to a Person other than the Company or a Subsidiary of the
Company, (B) such sale or disposition is otherwise permitted by the
Indenture and (C) the Company provides an Officers’ Certificate to the
Trustee to the effect that the Company will comply with its obligations under Section 8.06
of the First Supplemental Indenture with respect to such sale or disposition.


 


SECTION 8.  CONTRIBUTION. 
The New Subsidiary Guarantor shall be entitled upon payment in full of
all guarantied obligations under this Supplemental Indenture to a contribution
from each other Subsidiary Guarantor in an amount equal to such other
Subsidiary Guarantor’s pro rata portion of such payment based on the respective
net assets of all the Subsidiary Guarantors at the time of such payment
determined in accordance with GAAP.


 


SECTION 9.  GOVERNING LAW.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 10.  NO RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator,
partner, stockholder, member or manager, as such, of the New Subsidiary
Guarantor shall not have any liability for any obligations of the Company under
the Notes or the Indenture or of the New Subsidiary Guarantor under its
Subsidiary Guaranty, the Indenture or this Supplemental Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Note, each
Holder waives and releases all such liability. 
The waiver and release shall be part of the consideration for the issue
of the Notes.


 


SECTION 11.  MULTIPLE ORIGINALS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.  One signed copy is enough to
prove this Supplemental Indenture.


 


SECTION 12.  HEADINGS. 
The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions
hereof.


 


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IN WITNESS WHEREOF, the
parties have caused this Third Supplemental Indenture to be duly executed as of
the date first written above.


 


	
   

  	
  INTERLINE
  BRANDS, INC., a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christie Leppert

  
	
   

  	
   

  	
  Name:
  Christie Leppert

  
	
   

  	
   

  	
  Title
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERLINE
  BRANDS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMAR
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title
  Chief Financial Officer

  



 


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  WILMAR
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENWOOD
  ACQUISITION LLC,

  
	
   

  	
  By:
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Agliata

  
	
   

  	
   

  	
  Name:
  Michael Agliata

  
	
   

  	
   

  	
  Title
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EAGLE
  MAINTENANCE SUPPLY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Name:
  Thomas J. Tossavainen

  
	
   

  	
   

  	
  Title
  President

  



 


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