12,500,000 Shares INTERLINE BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
This AGREEMENT AND PLAN OF MERGER is dated as of ____________, 2004 (this “Agreement”), by and among Interline Brands, Inc., a New Jersey corporation, (“Interline NJ”), Interline Brands, Corp., a Delaware corporation (“Holdco”) and Interline Subsidiary, Inc., a New Jersey corporation (“Subco”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholders' Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AMENDMENT NO. 2, dated as of December , 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.
Amendment to Employment AgreementEmployment Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment is made this 2nd day of December, 2004 by and between Interline Brands, Inc. ("Company"), whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Pamela L. Maxwell ("Executive").
Amendment to Employment AgreementEmployment Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment is made this 2nd day of December, 2004 by and between Interline Brands, Inc. ("Company"), whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Fred Bravo ("Executive").
WILMAR INDUSTRIES, INC. Moorestown, NJ 08057Management Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AMENDMENT ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies
This amendment (the "Amendment"), to the employment agreement entered into by and between Michael J. Grebe (the "Executive") and Interline Brands, Inc. (the "Company"), dated as of August 13, 2004 (the "Employment Agreement"), is made and entered into as of December 2, 2004.
WILMAR INDUSTRIES, INC. Moorestown, NJ 08057Management Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AMENDMENT ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies
This amendment (the "Amendment"), to the employment agreement entered into by and between William E. Sanford (the "Executive") and Interline Brands, Inc. (the "Company"), dated as of August 13, 2004 (the "Employment Agreement"), is made and entered into as of December 2, 2004.
