AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • December 21st, 2004 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
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., 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.
