EXHIBIT 4.2
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Execution Copy
SUPPLEMENT NO. 1 (this "SUPPLEMENT") dated as of July
3, 2006 to the Guarantee and Collateral Agreement dated as
of June 23, 2006 among INTERLINE BRANDS, INC., a Delaware
corporation ("HOLDINGS"), INTERLINE BRANDS, INC., a New
Jersey corporation (the "BORROWER"), the Subsidiaries of
the Borrower identified therein (the "Subsidiary Parties")
and JPMorgan CHASE BANK, N.A., a New York banking
corporation ("JPMCB"), as Collateral Agent.
A. Reference is made to the Credit Agreement dated as of June 23, 2006
(as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among Holdings, the Borrower, the Lenders from time to time party
thereto and, JPMCB, as Administrative Agent, ▇▇▇▇▇▇ Commercial Paper Inc., as
Syndication Agent, and Credit Suisse, Bank of America, N.A., SunTrust Bank and
Wachovia Bank, N.A., as Co-Documentation Agents.
B. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement and the
Collateral Agreement referred to therein.
C. The Grantors have entered into the Collateral Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of
Credit. Section 7.14 of the Collateral Agreement provides that additional
Subsidiaries may become Subsidiary Parties under the Collateral Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "NEW SUBSIDIARY") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Party under the Collateral Agreement in order to induce the Lenders to make
additional Loans and the Issuing Banks to issue additional Letters of Credit
and as consideration for Loans previously made and Letters of Credit previously
issued.
Accordingly, the Collateral Agent and the New Subsidiary agree as
follows:
SECTION 1. In accordance with Section 7.14 of the Collateral
Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party
(and accordingly, becomes a Guarantor and Grantor), Grantor and Guarantor under
the Collateral Agreement with the same force and effect as if originally named
therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all
the terms and provisions of the Collateral Agreement applicable to it as a
Subsidiary Party, Grantor and Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor and
Guarantor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Obligations, does hereby (a) create and grant to
the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, their successors and assigns, a security interest in and lien
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on all of its right, title and interest in and to its Collateral and (b)
guarantee the Obligations as set forth in Section 2 of the Collateral
Agreement. Each reference to a "Guarantor" or "Grantor" in the Collateral
Agreement shall be deemed to include the New Subsidiary. Schedule I to the
Collateral Agreement is hereby amended to include the New Subsidiary. The
Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. The New Subsidiary represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary and the Collateral Agent has executed a
counterpart hereof. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually
signed counterpart of this Supplement.
SECTION 4. The New Subsidiary hereby represents and warrants that (a)
set forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all of its Collateral and (b) set forth under its signature
hereto, is its true and correct legal name, its jurisdiction of formation and
the location of its chief executive office.
SECTION 5. Except as expressly supplemented hereby, the Collateral
Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Collateral Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 8. All communications and notices hereunder shall be in
writing and given as provided in Section 7.01 of the Collateral Agreement.
SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Supplement,
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including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have
duly executed this Supplement to the Collateral Agreement as of the day and
year first above written.
AMSAN, LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Legal Name: AmSan, LLC.
Jurisdiction of formation: Delaware
Location of Chief Executive Office:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Schedule I
to the Supplement No.1 to the
Guarantee and Collateral Agreement
LOCATION OF COLLATERAL
MAILING ADDRESS COUNTY/PROVINCE
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EQUITY INTERESTS
NUMBER AND CLASS PERCENTAGE
NUMBER OF REGISTERED OF EQUITY OF EQUITY
ISSUER CERTIFICATE OWNER INTERESTS INTERESTS
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DEBT SECURITIES
ISSUER PRINCIPAL AMOUNT DATE OF NOTE MATURITY DATE
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INTELLECTUAL PROPERTY
REGISTRATIONS OR APPLICATIONS FOR TRADEMARKS
PATENTS AND PATENT LICENSES OWNED BY THE GRANTORS
TRADEMARK AND TRADEMARK LICENSES OWNED BY THE GUARANTORS
U.S. Trademark Registrations
▇▇▇▇ REG. DATE REG. NO.
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U.S. Trademark Applications
▇▇▇▇ FILING DATE APPLICATION NO.
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State Trademark Registrations
▇▇▇▇ REG. DATE STATE AND REG. NO.
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Material Unregistered Trademarks
Tradenames
▇▇▇▇ FILING DATE STATE
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U.S. Copyright Registrations
TITLE REG. NO.
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Domain Names