LIMITED GUARANTEELimited Guarantee • May 30th, 2012 • P2 Capital Partners, LLC • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
Limited Guarantee, dated as of May 29, 2012 (this “Limited Guarantee”), by P2 Capital Master Fund I, L.P. (the “Limited Guarantor”), in favor of Interline Brands, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (defined below).
Isabelle Holding Company Inc. c/o GS Capital Partners VI Fund, L.P. New York, NY 10282-2198 Attention: Bradley Gross Ladies and Gentlemen:P2 Capital Partners, LLC • May 30th, 2012 • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
This letter agreement sets forth the commitment of P2 Capital Master Fund I, L.P. ( “Investor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase, of equity interests of Isabelle Holding Company Inc., a Delaware corporation (“Parent”) for an aggregate purchase price of 927,386 shares of common stock of Interline Brands, Inc., a Delaware corporation (the “Company”), par value $0.01 per (the “Shares”), and cash in the amount of $6,351,657. It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and the Company, Merger Sub will be merged with and into the Company (the “Merger”), subject to the terms and conditions set forth therein. Capitalized terms used but not defined herein have the meanings a
