Exchange and Registration Rights Agreement (2012)Full Document 

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EXECUTION VERSION

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

August 6, 2012

Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

As representatives (the "Representatives") of the several Purchasers (as defined below)

Ladies and Gentlemen:

Isabelle Acquisition Sub Inc., a Delaware corporation ("Merger Sub") proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $365,000,000 in aggregate principal amount of its 10% / 10.75% Senior Notes due 2018.

The Securities are being issued in connection with the acquisition by investment funds affiliated with, and one or more co-investment vehicles controlled by, GS Capital Partners L.P. and P2 Capital Partners, LLC (collectively, the "New Sponsors"), indirectly through Isabelle Holding Company, Inc., a Delaware corporation ("Parent"), of all of the outstanding equity interests of Interline Brands, Inc., a Delaware corporation ("Interline," or the "Company"). Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of May 29, 2012 (as amended from time to time, the "Merger Agreement"), with the Company, pursuant to which Parent will acquire the Company through the merger of Merger Sub, a direct wholly-owned subsidiary of Parent, with and into the Company, with Interline surviving the merger, as set forth in the Merger Agreement (the "Merger"). Immediately prior to the Merger, the New Sponsors will make an investment in the common stock of the Parent, which, in turn, will contribute such proceeds to Merger Sub.

Immediately after consummation of the Merger, Interline shall execute and deliver a joinder agreement (the "Joinder Agreement") substantially in the form attached hereto as Exhibit A, whereby Interline will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it were an original signatory hereto. The representations, warranties, authorizations, acknowledgements, covenants and agreements of Interline under

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this Agreement shall not become effective until the execution of the Joinder Agreement, at which time such representations, warranties, authorizations, acknowledgements, covenants and agreements shall become effective as if made on the date hereof pursuant to the terms of the Joinder Agreement.

Any reference herein to the Company shall be deemed to refer only to Merger Sub prior to the Merger and to Interline after the Merger (notwithstanding that Interline will not be bound by this Agreement until the consummation of the Merger and the execution of the Joinder Agreement).

As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.              Certain Definitions.  For purposes of this Exchange and Registration Rights Agreement (this "Agreement"), the following terms shall have the following respective meanings:

"Additional Interest" shall have the meaning assigned thereto in Section 2(c).

"Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

The term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act.

"Business Day" shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the same may be amended or succeeded from time to time.

"Closing Date" shall mean the date on which the Securities are initially issued.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

"EDGAR System" means the EDGAR filing system of the Commission and the rules and regulations pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from time to time (and without regard to format).

"Effective Time," in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective pursuant to the Securities Act, (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective pursuant to the Securities Act and (iii) a Market-Making Registration, shall mean the time and date as of which the Commission declares the Market-Making Registration Statement effective or as of which the Market-Making Registration Statement otherwise becomes effective pursuant to the Securities Act.

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