**EXHIBIT 10.1**

 

EXECUTION COPY

 

AMENDMENT No.1(this “Amendment”) dated as of August 8, 2005, to the Amended andRestated Credit Agreement dated as of December 21, 2004, among INTERLINEBRANDS, INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC.,a New Jersey corporation (the “Borrower”), the LENDERS from time to timeparty thereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CreditSuisse First Boston, acting through its Cayman Islands Branch), asAdministrative Agent, and JPMORGAN CHASE BANK, N.A., as Syndication Agent (asamended by the Incremental Facility Amendment dated as of July 7, 2005,among Holdings, the Borrower, the Lenders party thereto and the AdministrativeAgent, the “Credit Agreement”).

 

A.            Pursuant to the Credit Agreement,the Lenders have extended credit, and have agreed to extend additional credit,to the Borrower, in each case pursuant to the terms and subject to theconditions set forth therein.

 

B.            Holdings and the Borrower haverequested that the Credit Agreement be amended as set forth herein to modifythe interest rate spreads applicable to the Tranche B-2 Term Loans as set forthin the definition of the term “Applicable Rate” in Section 1.01 of theCredit Agreement.

 

C.            The undersigned Lenders are willingso to amend the definition of the term “Applicable Rate” pursuant to the termsand subject to the conditions set forth herein.

 

D.            Capitalized terms used but notdefined herein have the meanings assigned to them in the Credit Agreement, asamended hereby.

 

Accordingly, inconsideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are herebyacknowledged, and subject to the conditions set forth herein, the partieshereto hereby agree as follows:

 

## SECTION 1.  Defined Terms.  Asused in this Agreement, the following terms have the meanings specified below:

##  

“AmendmentEffective Date” means July 7, 2005.

 

“Tranche B-2Lenders” means a Lender with an outstanding Tranche B-2 Term Loan or a Commitmentto make a Tranche B-2 Term Loan.

 

## SECTION 2.Amendments to Section 1.01.  Thedefinition of the term “Applicable Rate” in Section 1.01 of the CreditAgreement is hereby deleted in its entirety and replaced with the followingtext:

 

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“ApplicableRate” means, for any day (a) with respect to any Tranche B-2 TermLoan, (i) 0.75%, in the case of an ABR Loan, or (ii) 1.75%, in thecase of a Eurodollar Loan, and (b) with respect to any ABR Loan orEurodollar Loan that is a Tranche B-1 Term Loan or Revolving Loan, as the casemay be, the applicable rate per annum set forth below under the caption “TrancheB-1 Term Loan ABR Spread”, “Tranche B-1 Term Loan Eurodollar Spread”, “RevolvingLoan ABR Spread” or “Revolving Loan Eurodollar Spread”, as the case may be,based upon, with respect to a Tranche B-1 Term Loan, the Net Leverage Ratio or,with respect to a Revolving Loan, the Leverage Ratio, in each case, as of themost recent determination date:

 

**Applicable Rates for Tranche B-1Term Loans**

 
| **Net Leverage Ratio:**                                                                            | ** ** | **Tranche B-1  Term Loan ABR  Spread** | ** ** | **Tranche B-1  Term Loan Eurodollar  Spread** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|-----------------------------------------------|------------|
|                                                                                               |       |                                   |       |                                          |       |
| Category 1  Ratio is greater than 4.25 to 1.00                                                     |       | 1.25                                   | %          | 2.25                                          | %          |
| Category 2  Ratio is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00              |       | 1.25                                   | %          | 2.25                                          | %          |
| Category 3 Ratio is less than or equal to 3.50 to  1.00 but greater than 3.00 to 1.00         |       | 1.25                                   | %          | 2.25                                          | %          |
| Category 4  Ratio is less than or equal to 3.00 to 1.00 but greater than or equal to 2.25  to 1.00 |       | 1.25                                   | %          | 2.25                                          | %          |
| Category 5  Ratio is less than 2.25 to 1.00                                                        |       | 1.00                                   | %          | 2.00                                          | %          |

 

**Applicable Rates for RevolvingLoans**

 
| **Leverage Ratio:**                                                                                | ** ** | **Revolving Loan ABR Spread** | ** ** | **Revolving Loan  Eurodollar  Spread** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|----------------------------------------|------------|
|                                                                                               |       |                          |       |                                   |       |
| Category 1  Ratio is greater than 4.25 to 1.00                                                     |       | 2.75                          | %          | 3.75                                   | %          |
| Category 2  Ratio is less than or equal to 4.25 to 1.00 but greater than 3.50 to 1.00              |       | 2.50                          | %          | 3.50                                   | %          |
| Category 3  Ratio is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00              |       | 2.25                          | %          | 3.25                                   | %          |
| Category 4  Ratio is less than or equal to 3.00 to 1.00 but greater than or equal to 2.25  to 1.00 |       | 1.75                          | %          | 2.75                                   | %          |
| Category 5  Ratio is less than 2.25 to 1.00                                                        |       | 1.75                          | %          | 2.75                                   | %          |

 

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For purposesof the foregoing, (i) the Net Leverage Ratio or Leverage Ratio, asapplicable, shall be determined as of the end of each fiscal quarter of theBorrower’s fiscal year based upon the Borrower’s consolidated financialstatements delivered pursuant to Section 5.01(a) or (b) or, inthe case of a fiscal quarter of any fiscal year, a Pricing Certificate, and (ii) eachchange in the Applicable Rate resulting from a change in the Net Leverage Ratioor Leverage Ratio, as applicable, shall be effective during the periodcommencing on and including the date that is three Business Days after the dateof delivery to the Administrative Agent of such consolidated financialstatements or Pricing Certificate indicating such change and ending on the dateimmediately preceding the effective date of the next such change, providedthat the Net Leverage Ratio or Leverage Ratio, as applicable, shall be deemedto be in Category 1, at the option of the Administrative Agent or at therequest of the Required Lenders, (A) at any time that an Event of Defaulthas occurred and is continuing or (B) if the Borrower fails to deliver theconsolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or(b), during the period from the expiration of the time for delivery thereofuntil the third Business Day after such consolidated financial statements aredelivered.

 

## SECTION 3.  Representations and Warranties.  Each of Holdings and the Borrower representsand warrants to the Lenders that, as of the date hereof:

##  

### (a)  ThisAmendment has been duly authorized, executed and delivered by each of Holdingsand the Borrower and constitutes a legal, valid and binding obligation ofHoldings and the Borrower, enforceable in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting creditors’ rights generally and subject to general principles ofequity, regardless of whether considered in a proceeding in equity or at law.

###  

### (b)  Therepresentations and warranties of each Loan Party set forth in the LoanDocuments are true and correct in all material respects on and as of the datehereof (unless stated to relate to a specific earlier date, in which case suchrepresentation and warranty is true and correct in all material respects as ofsuch earlier date).

###  

### (c)  NoDefault has occurred and is continuing.

###  

## SECTION 4. Effectiveness; Counterparts; Amendments.  This Amendment shall become effective as ofthe Amendment Effective Date when the Administrative Agent shall have received (a) allfees and other amounts due and payable on or prior to the date hereof,including, to the extent invoiced, reimbursement or payment of allout-of-pocket expenses (including reasonable fees, charges and disbursements ofcounsel) required to be reimbursed or paid by any Loan Party hereunder or underany Loan Document and (b) copies hereof that, when taken together, bearthe signatures of Holdings, the Borrower, the Administrative Agent and the TrancheB-2 Lenders.  This Amendment may not beamended nor may any provision hereof be waived except pursuant to a writingsigned by Holdings, the Borrower, the Administrative Agent and the requisiteLenders under Section 9.02 of the Credit Agreement (after giving effect

 

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## to this Amendment).  This Amendmentmay be executed in two or more counterparts, each of which shall constitute anoriginal but all of which when taken together shall constitute a singlecontract.  Delivery of an executedcounterpart of a signature page of this Amendment by telecopy shall beeffective as delivery of a manually executed counterpart of this Agreement.

##  

## SECTION 5. CreditAgreement.  Except as expressly set forthherein, this Amendment (a) shall not by implication or otherwise limit,impair, constitute a waiver of or otherwise affect the rights and remedies ofthe Lenders, the Administrative Agent, Holdings or the Borrower under theCredit Agreement or any other Loan Document and (b) shall not alter,modify, amend or in any way affect any of the terms, conditions, obligations,covenants or agreements contained in the Credit Agreement or any other LoanDocument, all of which are ratified and affirmed in all respects and shallcontinue in full force and effect. Nothing herein shall be deemed to entitle Holdings or the Borrower to aconsent to, or a waiver, amendment, modification or other change of, any of theterms, conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Loan Document in similar or differentcircumstances.  After the date hereof,any reference in the Loan Documents to the Credit Agreement shall mean theCredit Agreement as modified hereby.

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## SECTION 6. Notices.  All notices hereunder shall be given inaccordance with the provisions of Section 9.01 of the Credit Agreement.

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## SECTION 7. Applicable Law; Waiver of Jury Trial.  (A)  THIS AGREEMENT SHALL BECONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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**(B)  EACH PARTYHERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENTAS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.**

 

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed bytheir respective authorized officers as of the day and year first writtenabove.

 
|   | INTERLINE BRANDS, INC.,  a Delaware corporation,  |
|--------|---------------------------------------------------|
|   |                                              |   |
|   | by                                                | /s/ Thomas  J. Tossavainen |   |
|   |                                              | Name:Thomas J. Tossavainen |
|   |                                              | Title:   Chief Financial Officer |
|   |                                              |   |
|   |                                              |   |
|   | INTERLINE BRANDS, INC., a New Jersey corporation, |
|   |                                              |   |
|   | by                                                | /s/ Thomas  J. Tossavainen |   |
|   |                                              | Name:Thomas J. Tossavainen |
|   |                                              | Title:   Chief Financial Officer |

 

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|   | CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse  First Boston, acting through its Cayman Islands branch), individually and as  Administrative Agent, |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                       |   |
|   | by                                                                                                                                                                         | /s/ Brian T.  Caldwell |   |
|   |                                                                                                                                                                       | Name:Brian T. Caldwell |
|   |                                                                                                                                                                       | Title:   Director |
|   |                                                                                                                                                                       |   |
|   |                                                                                                                                                                       |   |
|   | by                                                                                                                                                                         | /s/ Gregory  S. Richards |   |
|   |                                                                                                                                                                       | Name:Gregory S. Richards |
|   |                                                                                                                                                                       | Title:    Associate |

 

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|   | JPMORGAN CHASE BANK, N.A., |
|--------|----------------------------|
|   |                       |   |
|   | by                         | /s/ Neil R.  Boylan |   |
|   |                       | Name:Neil R. Boylan |
|   |                       | Title:   Managing Director |

 

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|   | SUNTRUST BANK, |
|--------|----------------|
|   |           |   |
|   | by             | /s/ Peter C.  Vaky |   |
|   |           | Name:Peter C. Vaky |
|   |           | Title:   Managing Director |

 

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