Third Supplemental (2010)Full Document 

Start of Preview

 

THIRD SUPPLEMENTAL INDENTURE, dated September 29, 2009, by Interline Brands, Inc., a New Jersey corporation (the “COMPANY”), Eagle Maintenance Supply, Inc. (the “NEW SUBSIDIARY GUARANTOR”), the other Guarantors listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (herein called the “TRUSTEE”), to the Indenture dated as of June 23, 2006, among the Company, the Guarantors named therein and the Trustee (the “BASE INDENTURE”), as supplemented by the First Supplemental Indenture dated as of June 23, 2006 (the “FIRST SUPPLEMENTAL INDENTURE”) and the Second Supplemental Indenture dated as of July 3, 2006 (the “SECOND SUPPLEMENTAL INDENTURE”, and together with the Base Indenture and the First Supplemental Indenture, the “INDENTURE”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Base Indenture dated as of June 23, 2006, as supplemented by the First Supplemental Indenture dated as of June 23, 2006, providing for the issuance of 8 1/8% Senior Subordinated Notes due 2014 (the “NOTES”);

 

WHEREAS, pursuant to Section 8.09 of the First Supplemental Indenture, the Company may cause a domestic Restricted Subsidiary (other than a Receivables Subsidiary) that is not then a Subsidiary Guarantor and that Guarantees any Indebtedness under any Credit Facility (other than Indebtedness Incurred pursuant to Sections 8.03(b)(5), (b)(8), (b)(11), (b)(13) and (b)(15) of the First Supplemental Indenture), to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture; and

 

WHEREAS, pursuant to Section 9.01 of the Base Indenture, as amended by Section 7.01(4) of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Subsidiary Guarantor, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

SECTION 1.  CAPITALIZED TERMS.  Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.  The New Subsidiary Guarantor is a Guarantor for purposes of the Base Indenture and a Subsidiary Guarantor for purposes of the Indenture as supplemented hereby.

 

SECTION 2.  GUARANTIES.  The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Guarantors, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture

 



 

and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “GUARANTEED OBLIGATIONS”).  The New Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the New Subsidiary Guarantor and that the New Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation.

 

To the fullest extent permitted by law, the New Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  To the fullest extent permitted by law, the New Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.  The obligations of the New Subsidiary Guarantor hereunder shall not be affected by (a) the

End of Preview