EXHIBIT 10.1


 


EXECUTION COPY


 


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


 


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


 


C.            The undersigned Lenders are willing
so to amend the definition of the term “Applicable Rate” pursuant to the terms
and subject to the conditions set forth herein.


 


D.            Capitalized terms used but not
defined herein have the meanings assigned to them in the Credit Agreement, as
amended hereby.


 


Accordingly, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties
hereto hereby agree as follows:


 


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


 


“Amendment
Effective Date” means July 7, 2005.


 


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


 


SECTION 2.
Amendments to Section 1.01.  The
definition of the term “Applicable Rate” in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the following
text:


 





















 


“Applicable
Rate” means, for any day (a) with respect to any Tranche B-2 Term
Loan, (i) 0.75%, in the case of an ABR Loan, or (ii) 1.75%, in the
case of a Eurodollar Loan, and (b) with respect to any ABR Loan or
Eurodollar Loan that is a Tranche B-1 Term Loan or Revolving Loan, as the case
may be, the applicable rate per annum set forth below under the caption “Tranche
B-1 Term Loan ABR Spread”, “Tranche B-1 Term Loan Eurodollar Spread”, “Revolving
Loan 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 the
most recent determination date:


 


Applicable Rates for Tranche B-1
Term 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 Revolving
Loans


 


	
  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

  	
  %

  



 





















 


For purposes
of the foregoing, (i) the Net Leverage Ratio or Leverage Ratio, as
applicable, shall be determined as of the end of each fiscal quarter of the
Borrower’s fiscal year based upon the Borrower’s consolidated financial
statements delivered pursuant to Section 5.01(a) or (b) or, in
the case of a fiscal quarter of any fiscal year, a Pricing Certificate, and (ii) each
change in the Applicable Rate resulting from a change in the Net Leverage Ratio
or Leverage Ratio, as applicable, shall be effective during the period
commencing on and including the date that is three Business Days after the date
of delivery to the Administrative Agent of such consolidated financial
statements or Pricing Certificate indicating such change and ending on the date
immediately preceding the effective date of the next such change, provided
that the Net Leverage Ratio or Leverage Ratio, as applicable, shall be deemed
to be in Category 1, at the option of the Administrative Agent or at the
request of the Required Lenders, (A) at any time that an Event of Default
has occurred and is continuing or (B) if the Borrower fails to deliver the
consolidated 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 thereof
until the third Business Day after such consolidated financial statements are
delivered.


 


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


 


(a)  This
Amendment has been duly authorized, executed and delivered by each of Holdings
and the Borrower and constitutes a legal, valid and binding obligation of
Holdings and the Borrower, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 


(b)  The
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct in all material respects on and as of the date
hereof (unless stated to relate to a specific earlier date, in which case such
representation and warranty is true and correct in all material respects as of
such earlier date).


 


(c)  No
Default has occurred and is continuing.


 


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


 





















 


to this Amendment).  This Amendment
may be executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single
contract.  Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 5.
 Credit
Agreement.  Except as expressly set forth
herein, this Amendment (a) shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of
the Lenders, the Administrative Agent, Holdings or the Borrower under the
Credit 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 Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. 
Nothing herein shall be deemed to entitle Holdings or the Borrower to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different
circumstances.  After the date hereof,
any reference in the Loan Documents to the Credit Agreement shall mean the
Credit Agreement as modified hereby.


 


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


 


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


 


(B)  EACH PARTY
HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT
AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.


 





















 


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


 


	
   

  	
  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

  



 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Neil R.
  Boylan

  	
   

  
	
   

  	
   

  	
  Name:Neil R. Boylan

  
	
   

  	
   

  	
  Title: 
  Managing Director

  



 





















 


	
   

  	
  SUNTRUST BANK,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Peter C.
  Vaky

  	
   

  
	
   

  	
   

  	
  Name:Peter C. Vaky

  
	
   

  	
   

  	
  Title: 
  Managing Director