AGREEMENT AND PLAN OF MERGERMerger Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
This AGREEMENT AND PLAN OF MERGER is dated as of December 10, 2004 (this “Agreement”), by and among Interline Brands, Inc., a New Jersey corporation (“Interline NJ”), Interline Brands, Inc., a Delaware corporation (“Holdco”), and Interline Subsidiary, Inc., a New Jersey corporation (“Subco”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
AMENDMENT NO. 2, dated as of December 21, 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 15, 2004 (the “Effective Date”), is entered into by and between Interline Brands, Inc., (the “Company”) and William R. Pray (the “Executive”).
AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 21, 2004, among INTERLINE BRANDS, INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC., a New Jersey corporation (the “Borrower”), the SUBSIDIARY LOAN PARTIES party hereto, the...Amendment and Restatement Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2004, among INTERLINE BRANDS, INC., a Delaware corporation (“Holdings”), INTERLINE BRANDS, INC., a New Jersey corporation (the “Borrower”), the LENDERS party hereto, CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland and acting through its Cayman Islands branch, as Administrative Agent, and JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank), a national banking association, as Syndication Agent.
Amendment to Employment AgreementEmployment Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment is made this 10th day of November, 2004, by and between Interline Brands, Inc., a New Jersey Corporation (f/k/a Wilmar Industries, Inc.) (“Company”), whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Thomas J. Tossavainen (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 12, 2004 by and between Interline Brands, Inc., a New Jersey corporation (f/k/a Wilmar Industries, Inc.) (the “Company”) and Thomas J. Tossavainen (the “Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • March 31st, 2005 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida
This Separation Agreement and General Release of all Claims (the “Agreement”) is entered into by and between Interline Brands, Inc. (the “Company”) and Charles Blackmon (the “Executive”) and is dated as of March 17, 2005 (the “Effective Date”).
