Exhibit 10.3


 


Execution Copy


 


AMENDMENT NO. 2 TO


 


AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


 


AMENDMENT NO. 2, dated as
of December 21, 2004 (the “Amendment”), to AMENDED AND RESTATED
SHAREHOLDERS’ AGREEMENT, dated as of September 29, 2000 and amended on March 15,
2004 (the “Shareholders’ Agreement”), among Interline Brands, Inc.,
a New Jersey corporation (the “Company”), Interline Brands, Inc., a
Delaware corporation (“Holdco”), and Parthenon Investors, L.P., Parthenon
Investors II, L.P., PCIP Investors, J&R Founders Fund, L.P., JP Morgan Chase
Bank, as trustee for First Plaza Group Trust, J.P. Morgan Partners (23A SBIC),
LLC (formerly, CB Capital Investors, LLC), Sterling Investment Partners, L.P.,
JMH Partners Corp., BancBoston Capital Inc., Private Equity Portfolio Fund II,
LLC, Svoboda, Collins & Company QP, L.P., Svoboda, Collins &
Company, L.P., Allied Capital Corporation, National City Equity Partners, Inc.,
Great Lakes Capital Investments II, LLC, Mellon Ventures II, L.P., Key Principal
Partners, LLC, Blackstone Mezzanine Holdings L.P., Blackstone Mezzanine Partners
L.P., Citizens Capital, Inc., Bain Capital V. Mezzanine, BCM Capital
Partners, L.P., BCIP Trust Associates II, Sankaty High Yield Asset Partners,
L.P., Sankaty High Yield Partners II, L.P., Stanfield CLO, Ltd., Stanfield
RMF/Transatlantic CDO, Ltd., William S. Green, Michael J. Grebe, William E.
Sanford, William R. Pray and such other Persons who from time to time become a
party thereto (collectively, the “Shareholders”, and together with the
Company and Holdco, the “Parties”).


 


WHEREAS, the Board of
Directors of the Company has determined that it is advisable and in the best
interests of the Company to engage in (i) the formation and incorporation
of Holdco and a wholly-owned subsidiary of Holdco (“Subco”), (ii) the
merger of the Company with and into Subco, with the Company to be the surviving
entity and Holdco to be the Company’s direct parent, and (iii) an initial
public offering of shares of the common stock of Holdco (collectively, the “Transactions”);
and


 


WHEREAS, pursuant to Section 7.8
of the Shareholders’ Agreement, the Shareholders desire to amend the
Shareholders’ Agreement to permit for the orderly disposition of the common
stock of Holdco in the period of time following the Transactions.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements and covenants herein
contained, and intending to be legally bound hereby, the Parties hereto agree
as follows:


 


1.                                       All
capitalized terms used herein but not otherwise defined shall have the meanings
given to them in the Shareholders’ Agreement.


 


2.                                       This
Amendment shall become effective upon its execution and delivery by the parties
hereto.


 





















 


3.                                       Section 1
is hereby amended as follows:


 


a.                                       the
following new definitions are hereby added:


 


i.                                          “Holdco”
shall mean Interline Brands, Inc., a Delaware corporation.


 


ii.                                       “Holdco
Common Stock” shall mean the common stock of Holdco, par value $0.01 per
share.


 


iii.                                    “Secondary
Public Offering” shall mean a public offering and sale of Holdco Common
Stock held by one or more Shareholders, other than the Initial Public Offering,
pursuant to an effective registration statement under the Securities Act
(except any registration statement on Form S-4 or Form S-8 or any
successor or similar form thereto).


 


b.                                      the
definition of “Company” is hereby amended and restated in its entirety
to read as follows:  “Company”
shall have the meaning specified in the Preamble, and, upon consummation of the
Initial Public Offering, shall mean Holdco.


 


c.                                       the
definition of “Initial Public Offering” is hereby amended and restated
in its entirety to read as follows:  “Initial
Public Offering” shall mean a public offering and sale of Holdco Common
Stock pursuant to the initial registration thereof under the Securities Act
(excluding any registration pursuant to an effective registration statement on Form S-4
or S-8 or any successor or similar form thereto).”


 


d.                                      the
definition of “Qualified Public Offering” is hereby amended and restated
in its entirety to read as follows:  “Qualified
Public Offering” shall mean the first underwritten public offering of
Holdco Common Stock or Common Stock that results in aggregate gross proceeds to
Holdco, the Company and any selling stockholders of at least $40 million.”


 


4.                                       Section 6(a) is
hereby amended and restated in its entirety as follows:  “The provisions of Sections 2, 3  and 4, and Sections 7.1, 7.2, 7.3, 7.4, 7.5,
7.6 and 7.14 shall terminate on the date on which any of the following events
first occurs:  (i) the consummation
of a Qualified Public Offering, or (ii) the consummation of any sale or
other disposition of a majority of the outstanding Common Stock of the Company,
merger, consolidation or reorganization involving the Company, or sale of all
or substantially all of the assets of the Company or its Subsidiaries, in each
case where immediately after giving effect to such transaction the Shareholders
(as of immediately prior to such transaction) own less than a majority of the
outstanding shares of common stock, on a fully diluted basis, of the surviving,
resulting, successor or purchasing Person (as the case may be).”


 


2





















 


5.                                       Notwithstanding
anything to the contrary set forth in the Shareholders’ Agreement, with respect
to the Initial Public Offering (as defined in Section 3 hereof) only, any
holder of Registrable Securities may assign its rights under Section 5.1
to have any portion or all of its Registrable Securities registered under the
Securities Act, pursuant to the registration statement on Form S-1 of
Holdco filed in connection with the Initial Public Offering, to any other
holder of Registrable Securities.  Any
such assignment shall be made in writing. 
For purposes of clarity, it is understood that the provisions of Section 5
shall apply to the Initial Public Offering (as defined in Section 3
hereof) and the selling stockholders in the Initial Public Offering shall be
deemed to have exercised registration rights under Section 5.1 of the
Shareholders’ Agreement in respect of the Initial Public Offering.


 


6.                                       Except
as otherwise expressly provided herein, the Shareholders’ Agreement is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects except that on and after the date hereof all
references in the Shareholders’ Agreement to “this Agreement”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the Shareholders’ Agreement
shall mean the Shareholders’ Agreement as amended by this Amendment.


 


7.                                       This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York (except with respect to matters involving
corporate formation, good standing and other corporate procedural matters,
which shall be governed by the laws of the State of New Jersey) without regard
to the principles of conflicts of laws thereof.


 


8.                                       This
Amendment may be executed in one or more counterparts, and by the different
Parties hereto in separate counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.


 


(Remainder of this page intentionally left
blank.)


 


3





















 


IN WITNESS WHEREOF, the
undersigned have executed or caused this Amendment No. 2 to Amended and
Restated Shareholders’ Agreement to be executed on the date first set forth
above.


 


	
   

  	
  INTERLINE BRANDS, INC.,

  	
   

  
	
   

  	
  a New Jersey corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INTERLINE BRANDS, INC.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTHENON INVESTORS, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Parthenon Investment Advisors, L.L.C.,

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Parthenon Investment Partners, L.L.C.,

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Rutherford

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PCIP INVESTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Parthenon Capital, LLC, its Managing Partner

  	
   

  
	
   

  	
  By: J&R Investment Management Company, LLC,

  	
   

  
	
   

  	
  its Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John C. Rutherford

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J&R FOUNDERS FUND, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: J&R Advisors F.F., Inc., its General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John C. Rutherford

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director, President and
  Secretary

  	
   

  



 


4





















 


	
   

  	
  PARTHENON INVESTORS II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  PCap Partners II, LLC, its General Partner

  	
   

  
	
   

  	
  By: 

  	
  PCap II, LLC, its Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John C. Rutherford

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JP MORGAN CHASE BANK, AS

  	
   

  
	
   

  	
  TRUSTEE FOR FIRST PLAZA GROUP

  	
   

  
	
   

  	
  TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS (23A SBIC,

  LLC)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  J.P. Morgan Partners (23A SBIC

  	
   

  
	
   

  	
  Manager), Inc., its Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STERLING INVESTMENT PARTNERS,

  L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Sterling Investment Partners

  	
   

  
	
   

  	
   

  	
  Management, LLC, its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


5





















 


	
   

  	
  JMH PARTNERS CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANCBOSTON CAPITAL INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIVATE EQUITY PORTFOLIO

  	
   

  
	
   

  	
  FUND II, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Fleet National Bank, as Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SVOBODA, COLLINS & COMPANY QP, 

  	
   

  
	
   

  	
  L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Svoboda, Collins L.L.C., its General 

  	
   

  
	
   

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


6





















 


	
   

  	
  SVOBODA, COLLINS & COMPANY L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Svoboda, Collins L.L.C., its General

  	
   

  
	
   

  	
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CITY EQUITY PARTNERS,

  	
   

  
	
   

  	
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GREAT LAKES CAPITAL

  	
   

  
	
   

  	
  INVESTMENTS II, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MELLON VENTURES II, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY PRINCIPAL PARTNERS, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


7





















 


	
   

  	
  ALLIED CAPITAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE MEZZANINE

  	
   

  
	
   

  	
  HOLDINGS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE MEZZANINE 

  	
   

  
	
   

  	
  PARTNERS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS CAPITAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BAIN CAPITAL V. MEZZANINE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BCM CAPITAL PARTNERS, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


8





















 


	
   

  	
  BCIP TRUST ASSOCIATES II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SANKATY HIGH YIELD ASSET 

  	
   

  
	
   

  	
  PARTNERS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SANKATY HIGH YIELD

  	
   

  
	
   

  	
  PARTNERS II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STANFIELD CLO, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STANFIELD RMF/

  	
   

  
	
   

  	
  TRANSATLANTIC CDO, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William S. Green

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Michael J. Grebe

  	
   

  



 


9





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William E. Sanford

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William R. Pray

  	
   

  



 


10





















 


ANNEX 1


 


AGREEMENT AND PLAN OF
MERGER


 


This AGREEMENT AND PLAN
OF MERGER is dated as of December 10, 2004 (this “Agreement”), by
and among Interline Brands, Inc., a New Jersey corporation (“Interline
NJ”), Interline Brands, Inc., a Delaware corporation (“Holdco”),
and Interline Subsidiary, Inc., a New Jersey corporation (“Subco”).


 


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


 


WHEREAS, Interline NJ and
Subco desire to engage in a transaction consisting of the merger of Interline
NJ 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:10-1
of the New Jersey Business Corporation Act, as amended (the “NJBCA”);


 


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


 


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


 


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


 


WHEREAS, for U.S. federal
income tax purposes the parties intend that, so long as former shareholders of
Interline 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 the
Internal Revenue Code of 1986, as amended (the “Code”)), the Merger will
qualify as a reorganization within the meaning of Section 368(a) of
the Code and the rules and regulations promulgated thereunder (the “Regulations”);
that this Agreement constitutes a plan of reorganization within the meaning of
Regulation Section 1.368-2(g); and the Merger will be treated as part of a
transaction that qualifies under Section 351 of the Code and the
Regulations thereunder; and


 


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


 





















 


NOW, THEREFORE, in
consideration of the premises and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


THE MERGER


 


1.1                                 The
Merger.  Subject to the terms and
conditions hereof, Interline NJ shall merge with and into Subco as soon as
practicable following the satisfaction or waiver of the conditions set forth in
Section 4.1 hereof. 
Interline NJ shall be the surviving corporation in the Merger (the “Surviving
Corporation”), 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 and
objects, shall continue unaffected and unimpaired by the Merger, and as the
Surviving Corporation it shall succeed to all rights, assets, liabilities and
obligations of Subco as and to the extent provided in Section 14A:10-6 of
the NJBCA.


 


1.2                                 Effective
Time.  The Merger shall become
effective (the “Effective Time”) upon the filing by Interline NJ of a
certificate of merger (the “Certificate of Merger”) with the Secretary
of State of the State of New Jersey, or such later time as may be set
forth in the Certificate of Merger, pursuant to Sections 14A:1-6 and
14A:10-4.1(2) of the NJBCA.


 


1.3                                 Certificate
of Incorporation.  The Certificate of
Incorporation of Interline NJ, as amended and restated at the Effective Time to
read in its entirety as set forth on Exhibit A, shall be the Second
Amended and Restated Certificate of Incorporation of the Surviving Corporation
(the “Restated Charter”), until duly amended or repealed in accordance
with the provisions thereof and of applicable law.


 


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


 


1.5                                 Officers
and Directors.  At the Effective
Time, the directors and officers of Interline NJ immediately prior to the
Effective Time shall be and constitute the directors and officers of the
Surviving Corporation until their successors shall have been duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Restated Charter and By-Laws.


 


2





















 


ARTICLE II


 


CONVERSION OF SECURITIES


 


2.1                                 Effect
of the Merger on Capital Stock.  At
the Effective Time, by virtue of the Merger and without any action on the part
of Interline NJ, Holdco, Subco, or the holder of any shares of capital stock of
Interline NJ, Holdco or Subco:


 


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


 


(b)                                 Cancellation
of Holdco Stock.  Each share of stock
of Holdco owned by Interline NJ immediately prior to the Effective Time shall
be automatically cancelled and shall cease to exist without being converted
into any stock or other consideration whatsoever.


 


(c)                                  Cancellation
of Interline NJ Treasury Stock.  Each
share of stock of Interline NJ owned by Interline NJ immediately prior to the
Effective Time shall be automatically cancelled and shall cease to exist
without being converted into any stock or other consideration whatsoever.


 


(d)                                 Effect
of 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
Senior Preferred Stock, par value $0.01 per share, of Interline NJ, (the “Interline
NJ Preferred”) issued and outstanding immediately prior to the Effective
Time, shall be converted into the following (the “Merger Consideration”):


 


(i)                                     Interline Common Stock.  Each issued
and outstanding share of Interline NJ Common shall be converted into the right
to receive that number of newly issued, fully paid and non-assessable shares of
Holdco Common equal to the Common Stock Equity Consideration Per Share without
interest, subject to the fractional share provisions in Section 2.2(c).  Each share of Interline NJ Common that has
been converted into the right to receive shares of Holdco Common as provided in
this subsection 2.1(d)(i) shall be canceled in accordance with Section 2.2
and shall cease to exist, and the holder of certificates which immediately
prior to the Effective Time represented those shares (the “Interline NJ
Common Certificates”) shall cease to have any rights with respect to those
shares, other than the right to receive certificates 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)                                  Interline Preferred Stock.  Each issued
and outstanding share of Interline NJ Preferred shall be converted into the
right to receive (a) cash in an amount equal to the Preferred Stock Cash
Consideration Per Share without interest and (b) that number of shares of
Holdco Common equal to the Preferred Stock Equity Consideration Per Share,
subject to the fractional share provisions in Section 2.2(c).  Each share of Interline NJ Preferred that has
been converted into the right to receive shares of Holdco Common and cash as
provided in this subsection 2.1(d)(ii) shall be cancelled in
accordance with Section 2.2 and shall cease to exist, and the
holder of certificates which immediately prior to the Effective Time
represented those shares (the “Interline NJ Preferred Certificates”)
shall cease to have any rights with respect to those shares, other than the
right to receive Holdco Certificates and the Preferred Stock Cash Consideration
Per Share upon surrender of the Interline NJ Preferred Certificates in
accordance with Section 2.2.


 


(iii)                               Interline Options.  Upon the consummation of the
Merger, each option to purchase shares of Interline Common outstanding
immediately prior to the Effective Time (each, an “Interline NJ Option”
and collectively, the “Interline NJ Options”) shall by virtue of Section 5
of 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
such Interline NJ Option, be adjusted and deemed to be an option (each, an “Exchange
Option”) such that the holder of the Exchange Option shall have an option
to purchase that number of shares of Holdco Common equal to the number of
shares of Interline NJ Common underlying such Interline NJ Option multiplied by
the Common Stock Equity Consideration Per Share.  Each Exchange Option shall have an exercise
price equal to the exercise price of the corresponding Interline NJ Option
prior to such adjustment divided by the Common Stock Equity Consideration Per
Share.  The Exchange Options shall be
administered by the board of directors of Holdco or such committee thereof as
shall be designated from time to time by such board, and shall continue to be
subject to the other terms and conditions to which the corresponding Interline
NJ Option was subject immediately prior to the Effective Time.  For the avoidance of doubt, other than as
provided in this paragraph, the Exchange Option will be governed by the Stock
Plan and the award agreement entered into thereunder.  In connection with the issuance of the
Exchange Options, Holdco shall reserve for issuance the number of shares of
Holdco Common that will become subject to the Exchange Options pursuant to this
Section 2.1(b)(iii).


 


For purposes of this Section 2:


 


“Common Stock Equity
Consideration Per Share” means the Common Stock Equity Consideration
Share Number divided by the Interline NJ Common Share Number.


 


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


 


“Existing Common Minimum
Equity Consideration” means $1,000,000.


 


4





















 


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


 


“Interline NJ Common Share
Number” means the aggregate number of shares of Interline NJ Common
issued and outstanding immediately prior to the Effective Time plus the
aggregate number of shares of Interline NJ Common issuable upon exercise of the
Interline NJ Warrants issued and outstanding immediately prior to the Effective
Time.


 


 “Interline NJ Warrant” means each outstanding warrant to
purchase shares of Interline NJ Common pursuant to the Warrant Agreement
between Wilmar Industries, Inc. (a predecessor-in-interest to Interline
NJ) and Fleet 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 and
sold in connection with the IPO, as set forth in the Prospectus.


 


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


 


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


 


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


 


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


 


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


 


5





















 


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


 


“Preferred Stock
Liquidation Value” means the aggregate Liquidation Value (as defined
in the Certificate of Incorporation of Interline NJ) plus an amount equal to
all accumulated and unpaid dividends on the Interline NJ Preferred as of the
Effective Time.


 


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


 


“Total Existing Equity
Value” means the IPO Price Per Share multiplied by the Existing
Holdco Common Share Number.


 


2.2                                 Exchange
Procedures.


 


(a)                                  Prior
to or promptly after the Effective Time, Interline NJ shall cause to be mailed
or otherwise delivered to each holder of record of an Interline NJ Common
Certificate or an Interline NJ Preferred Certificate immediately prior to the
Effective Time (the “Certificates”), (i) a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and
title to the Certificates shall pass, only upon delivery of the Certificates to
Holdco (or such exchange agent as shall be designated thereby, hereinafter the “Exchange
Agent”) and shall be in a form and have other such provisions as Holdco may
reasonably specify and (ii) instructions for use in effecting the
surrender of the Certificates for cancellation in exchange for the Merger
Consideration.  Upon surrender of a
Certificate for cancellation to Holdco or the Exchange Agent together with such
letter of transmittal, duly executed, and such other documents as may
reasonably be required by Holdco or the Exchange Agent, the holder of such
Certificate shall be entitled to receive in exchange therefor, and Holdco or
the Exchange Agent shall promptly deliver, the Merger Consideration for each
share of Interline NJ stock formerly evidenced by such Certificate, and such
Certificate shall thereupon be cancelled.


 


(b)                                 If
payment of the Merger Consideration is to be made to a person other than the
person in whose name the surrendered Certificate is registered on the stock
transfer books of Interline NJ, it shall be a condition of payment to the
holder of a Certificate that it be endorsed properly or otherwise be in proper
form for transfer and that the person requesting such payment shall have paid
all transfer and other taxes required by reason of the payment of the Merger
Consideration to a person other than the registered holder or shall have
established to the satisfaction of Holdco that such taxes are not
applicable.  Until surrendered as
contemplated by this Section 2.2(a), each Certificate shall be
deemed at any time after the Effective Time to represent only the right to
receive upon such surrender the Merger Consideration, without interest, into
which the shares theretofore represented by such Certificate shall have been
converted pursuant to Article II of this Agreement.


 


(c)                                  Delivery
of Merger Consideration to Interline NJ Shareholders Without Certificates.  Promptly after the Effective Time, Holdco or
the


 


6





















 


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


 


(d)                                 No
Fractional Shares.  No certificates
or script representing fractional shares of Holdco Common shall be issued as a
result of any conversion provided for in this Article II.  All fractional shares shall be rounded to the
nearest whole number, with 0.5 rounded up. 
If more than one Certificate shall be surrendered for the account of the
same holder, the number of shares of Interline NJ for which Certificates have
been surrendered shall be computed on the basis of the aggregate number of
shares (on an as-converted to Holdco Common basis) represented by the
Certificates so surrendered. No cash shall be paid in lieu of fractional
shares.


 


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


 


2.3                                 No
Appraisal Rights.  No appraisal
rights shall be available to the holders of Interline Common or Interline
Preferred in connection with the Merger.


 


2.4                                 Tax
Treatment.  Each of the parties
hereto agrees that it shall take such action, and refrain from taking any
action, as may be necessary to cause the Merger to qualify as a reorganization
within the meaning of Section 368(a) of the Code and the Regulations
thereunder so long as former shareholders of Interline 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 the Code); shall take such action,
and refrain from taking any action, as may be necessary to cause the Merger to
be treated as part of a transaction under Section 351 of the Code and the
Regulations thereunder; and shall not take any position inconsistent therewith
for U.S. federal income tax purposes, unless required to do so by a change in
law or final determination in proper proceedings.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


3.1                                 Representations
and Warranties of Interline NJ. 
Interline NJ hereby represents and warrants to Holdco and Subco that
Interline NJ (i) is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of New Jersey; (ii) has
obtained the approval of its Board of Directors to execute and deliver this
Agreement and to consummate the transactions contemplated hereby, including to
effect the Merger; (iii) subject only to the adoption of this Agreement by
the Requisite Shareholder Vote (as defined in Section 4.1(a) below),
has full corporate power and authority to execute, deliver and perform this
Agreement and to consummate the 


 


7





















 


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


 


3.2                                 Representations
and Warranties of Holdco.  Holdco
hereby represents and warrants to Interline NJ and Subco as follows:


 


(a)                                  Holdco
(i) is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware; (ii) has full corporate
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby; (iii) has adopted and
approved this Agreement in accordance with the Delaware General Corporation
Law, (iv) the execution of this Agreement and the consummation of the
transactions contemplated hereby do not violate any provisions of its organizational
documents or any agreements or instruments to which it is a party, except as
could not be reasonably expected to materially impair or delay its ability to
consummate the transactions contemplated hereby; and (v) this Agreement
has been duly and validly executed and delivered by Holdco and constitutes a
legal, valid and binding agreement of Holdco enforceable against Holdco in
accordance with its terms (except as enforceability may be limited by the
Enforceability Exceptions).


 


(b)                                 As
of the Effective Time, the authorized capital stock of Holdco will consist of
100,000,000 shares of Holdco Common and 20,000,000 shares of preferred stock of
Holdco, par value $0.01 per share.  Upon
consummation of the Merger, each share of Holdco Common issued as part of the
Merger Consideration will be duly authorized, validly issued, fully paid and
non-assessable, and each share of Holdco Common to be issued upon exercise of
the Exchange Options will be duly authorized, validly issued, fully paid and
non-assessable when issued.


 


3.3                                 Representations
and Warranties of Subco.  Subco
hereby represents and warrants to Interline NJ and Holdco as follows:


 


(a)                                  Subco
(i) is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of New Jersey; (ii) has obtained
the approval of its Board of Directors and Holdco, its sole shareholder, to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, including to effect the Merger; (iii) has full corporate
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby; (iv) has adopted and
approved this Agreement in accordance with the NJBCA; (v) the execution of
this Agreement and the consummation of the transactions


 


8





















 


contemplated hereby do not violate any provisions of
its organizational documents or any agreements or instruments to which it is a
party, except as could not be reasonably expected to materially impair or delay
its ability to consummate the transactions contemplated hereby; and
(vi) this Agreement has been duly and validly executed and delivered by
Subco and constitutes a legal, valid and binding agreement of Subco enforceable
against Subco in accordance with its terms (except as enforceability may be
limited by the Enforceability Exceptions).


 


(b)                                 As
of the date of this Agreement and the Effective Time, the authorized capital
stock of Subco consists solely of one share of Subco Common, which share is
issued and outstanding and is held by Holdco. Such issued and outstanding share
of Subco has been duly authorized and validly issued and is fully paid and
non-assessable.


 


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


 


ARTICLE IV


 


CONDITIONS, AMENDMENT AND TERMINATION


 


4.1                                 Conditions
to Effect the Merger.  The
obligations of the parties hereto to consummate the transactions contemplated
hereby, including to effect the Merger, shall be subject to the fulfillment or
waiver at or prior to the Effective Time of the following conditions:


 


(a)                                  In
accordance with Section 14A:10-3 of the NJBCA, this Agreement shall have
been approved by the Requisite Shareholder Vote of Interline NJ.  The “Requisite Shareholder Vote” means
the adoption of this Agreement by (i) the shareholders of Interline NJ
holding at least sixty percent (60%) of the Interline NJ Common entitled to
vote thereon, (ii) the shareholders of Interline holding at least sixty
percent (60%) of the outstanding shares of Interline NJ Preferred entitled to
vote thereon and (iii) a majority of shareholders of Interline NJ entitled
to vote thereon.


 


(b)                                 The
representations and warranties contained in Article III hereof
shall be true and correct in all material respects on and as of the Effective
Time as if made on and as of such date.


 


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 under
applicable laws shall be made without such required approval and (b) such
amendment, modification or supplement has been duly approved by the board of
directors 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


 


9





















 


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


 


4.4                                 Termination.  This Agreement may be terminated at any time
prior to the Effective Time, notwithstanding the approval by the shareholders
of any or all of Interline NJ, Holdco or Subco, (a) by mutual consent of
the respective boards of directors of Interline NJ, Holdco and Subco or
(b) by any of Interline NJ, Holdco or Subco if the Merger shall not have
been consummated on or before January 31, 2005 (or such later date as may
be agreed to by Interline NJ, Holdco and Subco in writing).  In the event of the termination of this
Agreement in accordance with the previous sentence, this Agreement shall
thereafter become void and have no effect and no party hereto shall have any
liability to the other parties hereto or its shareholders or directors or
officers in respect thereof.


 


ARTICLE V


 


MISCELLANEOUS PROVISIONS


 


5.1                                 Non-Survival
of Representations and Warranties. 
All representations and warranties in this Agreement or in any
instrument delivered pursuant to this Agreement shall not survive the Effective
Time.


 


5.2                                 Further
Assurances.  Each of the parties
agrees to execute such documents and instruments and to take whatever action
may be necessary or desirable to consummate the transactions contemplated
hereby, including to effect the Merger.


 


5.3                                 Governing
Law.  This Agreement shall be
construed under and in accordance with the laws of the State of New Jersey
applicable to contracts to be fully performed in such State, without giving
effect to choice of law principles.


 


5.4                                 Binding
Effect; Successors and Assigns.  This
Agreement may not be assigned by any party without the written consent of each
of the other parties hereto. This Agreement shall be binding upon and inure to
the benefit of the respective successors and permitted assigns of the parties
hereto.


 


5.5                                 No
Other Agreement or Understandings. 
This Agreement embodies all of the agreements and understanding in
relation to the subject matter of this Agreement, and no covenants,
understandings or agreements in relation to this Agreement exist among the parties,
except as expressly set forth in this Agreement.


 


5.6                                 No
Third Party Benefit.  Nothing
expressed or implied in this Agreement shall be construed to confer upon or
give to any person, firm or limited


 


10





















 


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


 


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


 


5.8                                 Rules of
Construction.  Unless the context
otherwise requires, references to sections or subsections refer to sections or
subsections of this Agreement.  Any
ambiguities or interpretations of the provisions of this Agreement shall be
made in good faith by the Board of Directors of Holdco, and shall be binding
and determinative on all parties.


 


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


 


[Remainder of page intentionally left blank]


 


11





















 


IN WITNESS WHEREOF,
Interline NJ, Holdco and Subco have caused this Agreement to be signed by their
respective officers thereunto duly authorized as of the day first written
above.


 


 


	
   

  	
  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:                               Second
Amended and Restated Certificate of Incorporation of Interline
Brands, Inc.