Exhibit 10.3
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY
INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT FOR ITSELF AND THE OTHER SECURED
PARTIES PURSUANT TO THIS PLEDGE AND SECURITY AGREEMENT IN ANY COLLATERAL AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY
COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT, DATED AS OF THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG
INTERLINE BRANDS, INC., A NEW JERSEY CORPORATION, INTERLINE BRANDS, INC., A
DELAWARE CORPORATION, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, BANK OF
AMERICA, N.A., AS REVOLVING FACILITY AGENT, AND BARCLAYS BANK PLC, AS FIRST LIEN
ADMINISTRATIVE AGENT AND AS FIRST LIEN SECURITY AGENT, AND CERTAIN OTHER PERSONS
PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS PLEDGE AND
SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented
or modified from time to time, this "Security Agreement") is entered into as of
March 17, 2014 by and among INTERLINE BRANDS, INC., a New Jersey corporation
(the "Company") and the subsidiaries of the Company listed on the signature
pages hereto (together with the Company, the "Initial Grantors," and
collectively with any additional subsidiaries or other affiliates of the
Company, whether now existing or hereafter formed which become parties to this
Security Agreement, the "Grantors", and each, a "Grantor"), and BARCLAYS BANK
PLC ("Barclays") in its capacity as administrative agent (in such capacity, the
"Administrative Agent") for itself and the other Secured Parties (as defined
below) in connection with the Credit Agreement referred to below.
RECITALS
Pursuant to that certain First Lien Term Loan Agreement dated as of the date
hereof (as it may be amended, restated, supplemented or modified from time to
time, the "Credit Agreement"), by and among Interline Brands, Inc., a Delaware
corporation, the Company, each subsidiary of the Company that is party thereto
as a "Subsidiary Guarantor" on the signature pages thereto or that subsequently
joins as a "Subsidiary Guarantor", the Administrative Agent, and the Lenders
from time to time party thereto, the Lenders have agreed to extend credit to the
Company on the terms and conditions specified therein. Each Grantor is entering
into this Security Agreement in order to induce the Lenders to enter into and
extend credit to the Company under the Credit Agreement and to secure the
Secured Obligations (as defined in the Credit Agreement).
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement.
1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise
defined in