MARCH 15 NEXT OCCURRING)"; PROVIDED,
THAT IF DISTRIBUTION IS IN CONNECTION WITH A
CHANGE IN CONTROL, SUCH PHRASE SHALL BE INTERPRETED TO MEAN "IMMEDIATELY PRIOR
TO OR AS SOON AS REASONABLE PRACTICABLE (BUT IN NO EVENT LATER THAN FOURTEEN
(14) DAYS)".
3.
CONTINUING EFFECT OF THE AGREEMENTS.
EXCEPT AS EXPRESSLY
MODIFIED HEREBY, THE PROVISIONS OF EACH AGREEMENT ARE AND SHALL REMAIN IN FULL
FORCE AND EFFECT.
4.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED
UNDER, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR ANY CONFLICT OF LAWS
PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY
LAW OTHER THAN THAT OF THE STATE OF NEW YORK.
INTERLINE BRANDS, INC.
By:
/s/ Michael J. Grebe
Name:
Michael J. Grebe
Title:
Chairman, CEO & President
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