AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

Exhibit 10.1

Execution Copy

AMENDMENT NO. 2 TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

AMENDMENT NO. 2, dated as of December 15, 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., XX Xxxxxx Xxxxx Bank, as trustee for First Plaza Group Trust, X.X. Xxxxxx 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, Xxxxxxx, Xxxxxxx & Company QP, L.P., Xxxxxxx, Xxxxxxx & 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., Xxxx 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., Xxxxxxxxx CLO, Ltd., Xxxxxxxxx RMF/Transatlantic CDO, Ltd., Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx 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).”

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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.)

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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:	Xxxx X. Xxxxxxxxxx
		Title:	Managing Member
	PCIP INVESTORS
	By: Parthenon Capital, LLC, its Managing Partner
	By: J&R Investment Management Company, LLC, its Managing Member
	By:
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Managing Member
	J&R FOUNDERS FUND, L.P.
	By: J&R Advisors F.F., Inc., its General Partner
	By:
		Name:	Xxxx X. Xxxxxxxxxx
		Title:	Director, President and Secretary

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	PARTHENON INVESTORS II, L.P.
	By: PCap Partners II, LLC, its General Partner
	By: PCap II, LLC, its Managing Member
	By:
		Name:		Xxxx X. Xxxxxxxxxx
		Title:		Managing Member
	XX XXXXXX XXXXX BANK, AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
	By:
		Name:
		Title:
	X.X. XXXXXX PARTNERS (23A SBIC, LLC)
	By: X.X. Xxxxxx 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:

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	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:
	XXXXXXX, XXXXXXX & COMPANY QP, L.P.
	By: Xxxxxxx, Xxxxxxx L.L.C., its General Partner
	By:
		Name:
		Title:

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XXXXXXX, XXXXXXX & COMPANY L.P.

By: Xxxxxxx, Xxxxxxx 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:

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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:

XXXX CAPITAL V. MEZZANINE

By:

Name:

Title:

BCM CAPITAL PARTNERS, L.P.

By:

Name:

Title:

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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:

XXXXXXXXX CLO, LTD.

By:

Name:

Title:

XXXXXXXXX RMF/

TRANSATLANTIC CDO, LTD.

By:

Name:

Title:

Xxxxxxx X. Xxxxx

Xxxxxxx X. Xxxxx

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Xxxxxxx X. Xxxxxxx

Xxxxxxx X. Xxxx

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