0001292900-13-000003 Sample Contracts

FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 12th, 2013 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware

This AMENDMENT TO THE STOCKHOLDERS AGREEMENT (this “Amendment”) is entered into as of November 13, 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 Isla

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EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2013 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

THIS IS AN EMPLOYMENT AGREEMENT (the "Agreement"), dated as of April 8, 2009 but effective as of March 30, 2009, by and between Interline Brands, Inc., a New Jersey corporation (the "Company"), and Michael Agliata (the "Executive").

INTERLINE BRANDS, INC.
Change in Control Severance Agreement • March 12th, 2013 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

THIS AGREEMENT is entered into as of the 16th day of March 2009 (the "Effective Date") by and between INTERLINE BRANDS, INC., a Delaware corporation (the "Company"), and MICHAEL AGLIATA ("Executive").

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