0001104659-12-063332 Sample Contracts

Isabelle Acquisition Sub Inc. to be merged with and into Interline Brands, Inc. 10% / 10.75% Senior Notes due 2018
Exchange and Registration Rights Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York
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REGISTRATION RIGHTS AGREEMENT by and among INTERLINE BRANDS, INC., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI GmbH & Co. KG, MBD 2011 HOLDINGS, L.P.,...
Registration Rights Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 7, 2012 by and among Interline Brands, Inc., a Delaware corporation, GS Capital Partners VI Fund, L.P., a Delaware limited partnership (“GSCP”), GS Capital Partners VI Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners VI GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners VI Parallel, L.P., a Delaware limited partnership (“GSCP Parallel”), MBD 2011 Holdings, L.P., a Cayman Islands exempted limited partnership (“MBD 2011”), Bridge Street 2012 Holdings, L.P., a Cayman Islands exempted limited partnership (“Bridge Street”, collectively with GSCP, GSCP Offshore, GSCP Germany, GSCP Parallel, MBD 2011 and any Affiliates of the foregoing which own stock of the Company from time to time, the “GSCP Parties”), P2 Capital Partners, LLC, a Delaware limited liability company (the “P2 Mana

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CREDIT AGREEMENT dated as of September 7, 2012 among INTERLINE BRANDS, INC., a New Jersey corporation, WILMAR HOLDINGS, INC. a Delaware corporation, WILMAR FINANCIAL, INC., a Delaware corporation as Borrowers The Other Loan Parties Party Hereto, The...
Credit Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

CREDIT AGREEMENT dated as of September 7, 2012 (as it may be amended or modified from time to time, this “Agreement”), among INTERLINE BRANDS, INC., a New Jersey corporation (the “Company”), WILMAR HOLDINGS, INC., a Delaware corporation (“Wilmar Holdings”), and WILMAR FINANCIAL, INC., a Delaware corporation (“Wilmar Financial”), as Borrowers, the other Loan Parties party hereto from time to time, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

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TRANSACTION BONUS AGREEMENT
Transaction Bonus Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

THIS AGREEMENT (“Agreement”) is made and entered into this 7th day of September, 2012 (the “Effective Date”), by and among Interline Brands, Inc., a New Jersey corporation (the “Company”), Interline Brands, Inc., a Delaware corporation (the “Parent”) and Lucretia Doblado (the “Executive”).

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INTERLINE BRANDS, INC. PERFORMANCE-VESTING NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

THIS PERFORMANCE-VESTING NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Interline Brands, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

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INTERLINE BRANDS, INC. TIME-VESTING NONQUALIFIED STOCK OPTION AGREEMENT
Time-Vesting Nonqualified Stock Option Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

THIS TIME-VESTING NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Interline Brands Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).

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Joinder Agreement
Joinder Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This Joinder Agreement is being executed and delivered by the undersigned on the date of the consummation of the Merger, after giving effect to the Merger.

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RETENTION BONUS AGREEMENT
Retention Bonus Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

THIS AGREEMENT (“Agreement”) is made and entered into this 7th day of September, 2012 (the “Effective Date”), by and among Interline Brands, Inc., a New Jersey corporation (the “Company”), Interline Brands, Inc., a Delaware corporation (the “Parent”) and John Ebner (the “Executive”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

This Indemnification Agreement (“Agreement”) is made as of September 7, 2012 by and between Interline Brands, Inc., a Delaware corporation (the “Company”) and [·] (“Indemnitee”).

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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies

THIS AMENDMENT (the “Amendment”) is made and entered into this 7th day of September 2012, by and between Interline Brands, Inc., a New Jersey corporation (the “Company”), and Michael J. Grebe (the “Executive”).

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SUCCESSOR SUPPLEMENTAL INDENTURE
Successor Supplemental Indenture • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

SUCCESSOR SUPPLEMENTAL INDENTURE (this “Successor Supplemental Indenture”), dated as of September 7, 2012, among Interline Brands, Inc., a Delaware corporation (as successor by merger to Isabelle Acquisition Sub Inc. (“Merger Sub”)) (the “Company” or “Interline”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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STOCKHOLDERS AGREEMENT by and among INTERLINE BRANDS, INC., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI GmbH & Co. KG, MBD 2011 HOLDINGS, L.P., BRIDGE...
Stockholders Agreement • September 13th, 2012 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of September 7, 2012 by and among Interline Brands, Inc., a Delaware corporation (the “Company”), GS Capital Partners VI Fund, L.P., a Delaware limited partnership (“GSCP”), GS Capital Partners VI Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners VI GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners VI Parallel, L.P., a Delaware limited partnership (“GSCP Parallel”), MBD 2011 Holdings, L.P., a Cayman Islands exempted limited partnership (“MBD 2011”), Bridge Street 2012 Holdings, L.P., a Cayman Islands exempted limited partnership (“Bridge Street”, collectively with GSCP, GSCP Offshore, GSCP Germany, GSCP Parallel, MBD 2011 and any Affiliates of the foregoing which own Equity Securities from time to time, the “GSCP Parties”), P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited part

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