Rights Agreement (2009)Full Document 

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RIGHTS AGREEMENT

dated as of

March 22, 2009

between

INTERLINE BRANDS, INC.

and

MELLON INVESTOR SERVICES LLC,

as Rights Agent

 

 

 


TABLE OF CONTENTS

Page

SECTION 1.

Definitions

1

SECTION 2.

Appointment of Rights Agent

7

SECTION 3.

Issuance of Right Certificates

7

SECTION 4.

Form of Right Certificates

9

SECTION 5.

Countersignature and Registration

9

SECTION 6.

Transfer and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates

10

SECTION 7.

Exercise of Rights; Purchase Price; Expiration Date of Rights

10

SECTION 8.

Cancellation and Destruction of Right Certificates

12

SECTION 9.

Reservation and Availability of Capital Stock

12

SECTION 10.

Preferred Stock Record Date

13

SECTION 11.

Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights

14

SECTION 12.

Certificate of Adjusted Purchase Price or Number of Shares

21

SECTION 13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power

21

SECTION 14.

Fractional Rights and Fractional Shares

24

SECTION 15.

Rights of Action

26

SECTION 16.

Agreement of Right Holders

26

SECTION 17.

Right Certificate Holder Not Deemed a Shareholder

27

SECTION 18.

Concerning the Rights Agent

27

SECTION 19.

Merger or Consolidation or Change of Name of Rights Agent

28

SECTION 20.

Duties of Rights Agent

28

SECTION 21.

Change of Rights Agent

31

SECTION 22.

Issuance of New Right Certificates

32

SECTION 23.

Redemption

32

SECTION 24.

Exchange

32

SECTION 25.

Notice of Proposed Actions

33

SECTION 26.

Notices

34

SECTION 27.

Supplements and Amendments

35

SECTION 28.

Successors

35

SECTION 29.

Determinations and Actions by the Board of Directors, etc

36

SECTION 30.

Benefits of this Agreement

36

SECTION 31.

Severability

36

SECTION 32.

Governing Law

37

SECTION 33.

Counterparts

37

SECTION 34.

Descriptive Headings

37

 

 

  Exhibit A

–         

Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock

 

Exhibit B

Form of Right Certificate

 

Exhibit C

Summary Description of the Shareholder Rights Plan

 


 

RIGHTS AGREEMENT

AGREEMENT (the “Agreement”) dated as of March 22, 2009, between Interline Brands, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”),

W I T N E S S E T H

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) outstanding at the close of business on April 2, 2009 (the “Record Date”) and has authorized the issuance, upon the terms and subject to the conditions hereinafter set forth, of one Right in respect of each share of Common Stock issued after the Record Date, each Right representing the right to purchase, upon the terms and subject to the conditions hereinafter set forth, one one-thousandth of a share of Preferred Stock (as hereinafter defined);

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.    Definitions. The following terms, as used herein, have the following meanings:

Acquiring Person” means any Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include:

 

(a)

Exempt Persons; or

(b)       any Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more of the shares of Common Stock outstanding as of the date hereof (an “Existing Holder”), unless and until such time as such Existing Holder becomes the Beneficial Owner of any additional shares of Common Stock of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) that would cause such Existing Holder's percentage ownership of shares of Common Stock outstanding to exceed by any amount such Existing Holder's percentage ownership

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