SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Interline Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

458743101

(CUSIP Number)

Jason Carri

P2 Capital Partners, LLC

590 Madison Avenue, 25th Floor

New York, NY 10022

(212) 508-5500

With copies to:

Andrew L. Bab, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6323

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 29, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   458743101						13D
	1	Name of Reporting Person P2 Capital Master Fund I, L.P. I.R.S. Identification No. of Above Person (Entities Only). 98-0515452
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e)  o
	6	Citizenship or Place of Organization Cayman Islands, British West Indies
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 927,386
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 927,386
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 927,386
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 2.9%
	14	Type of Reporting Person (See Instructions) PN

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CUSIP No.   458743101						13D
	1	Name of Reporting Person P2 Capital Master Fund VI, L.P. I.R.S. Identification No. of Above Person (Entities Only). 27-2915390
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 1,594,673
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 1,594,673
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,594,673
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 5.0%
	14	Type of Reporting Person (See Instructions) PN

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CUSIP No.   458743101						13D
	1	Name of Reporting Person P2 Capital Partners, LLC I.R.S. Identification No. of Above Person (Entities Only). 20-2436330
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 2,522,059
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,522,059
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,522,059
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.9%
	14	Type of Reporting Person (See Instructions) CO

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CUSIP No.   458743101						13D
	1	Name of Reporting Person Claus J. Moller I.R.S. Identification No. of Above Person (Entities Only).
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Denmark
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 2,522,059
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,522,059
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,522,059
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 7.9%
	14	Type of Reporting Person (See Instructions) IN

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This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed June 17, 2011, by and on behalf of P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership, P2 Capital Master Fund VI, L.P., a Delaware limited partnership, P2 Capital Partners, LLC, a Delaware limited liability company, and Claus J. Moller, a citizen of Denmark. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.

Item 2.  Identity and Background.

Item 2 is hereby amended and replaced by the following:

This Amendment is being filed by:

(a) P2 Capital Master Fund I, L.P., a Cayman Islands exempted limited partnership (“Master Fund I”);

(b) P2 Capital Master Fund VI, L.P., a Delaware limited partnership (“Master Fund VI”, and together with Master Fund I, the “P2 Funds”);

(c) P2 Capital Partners, LLC, a Delaware limited liability company (the “P2 Manager”); and

(d) Claus J. Moller, a citizen of Denmark (“Moller”).

The entities and persons set forth in clauses (a) through (d) are collectively hereinafter referred to as the “Reporting Persons.”  The Reporting Persons have entered into a Joint Filing Agreement, dated as of June 16, 2011, a copy of which is included as an exhibit to this Schedule 13D and is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).

The Reporting Persons are filing this Amendment because they have entered into certain understandings, as further described herein, with GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI GmbH & Co. KG (collectively, the “GS Funds”) and Isabelle Holding Company Inc., a Delaware corporation (“Parent”), in connection with the transactions contemplated by an Agreement and Plan of Merger, dated as of May 29, 2012 (the “Merger Agreement”), among the Issuer, Parent and Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”).  As a result of those understandings, the Reporting Persons may constitute a “group” with the GS Funds, certain of their affiliates and certain members of Issuer management within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4.

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The address of the principal office of the above Reporting Persons is 590 Madison Avenue, 25th Floor, New York, NY 10022.  The P2 Funds are principally involved in the business of investing in securities. The P2 Manager is principally involved in the business of providing investment advisory and investment management services to the P2 Funds and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the P2 Funds. Moller is the managing member of the P2 Manager.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.  Purpose of the Transaction.

Item 4 is hereby amended by deleting the last two paragraphs and replacing them with the following:

The Merger Agreement

On May 29, 2012, the Issuer entered into the Merger Agreement with Parent and Merger Sub pursuant to which, subject to the satisfaction or waiver of the conditions therein, Parent will acquire all of the outstanding Shares of the Issuer (other than any Shares held by Parent, Merger Sub or the Issuer) at a price of $25.50 per Share in cash, for a total purchase price of approximately $856 million.  The consummation of the transactions contemplated by the Merger Agreement are subject to certain closing conditions including the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  Master Fund I will own a minority equity interest in Parent at the closing of the transactions contemplated by the Merger Agreement.  The remaining equity interests in Parent will be owned by the GS Funds and, potentially, certain members of Issuer management and other funds managed by the P2 Manager.  To the extent that Issuer management’s investment is in shares of Parent common stock, it will be (i) in the same class of shares of Parent common stock as the class of shares of Parent common stock issued to Master Fund I and the GS Funds and (ii) at the same price per share of Parent common stock as the price per share of Parent common stock paid by Master Fund I and the GS Funds for its investment in such stock.

The aggregate amount required by Parent to pay the merger consideration and related expenses in connection with the transactions contemplated by the Merger Agreement is approximately $1.1 billion, including assumed debt.  It is anticipated that the financing for the transactions contemplated by the Merger Agreement will consist of (i) equity

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financing to be contributed to Parent by the GS Funds in the form of cash, (ii) equity financing to be contributed to Parent by Master Fund I in the form of cash and Shares, and additional equity financing to be contributed by Master Fund I (or newly created affiliated investment funds) at the sole option of Master Fund I in the form of cash, as further described below, and (iii) debt financing arranged by Parent.

If the transactions contemplated by the Merger Agreement are consummated, the Shares will no longer be traded on the New York Stock Exchange and the Shares will cease to be registered under the Exchange Act, and the Issuer will be privately held by Parent.

P2 Equity Commitment

On May 29, 2012, Master Fund I entered into (a) an equity commitment letter with Parent (the “P2 Equity Commitment Letter”) and (b) a Contribution Agreement with Parent (the “Contribution Agreement”), in each case, in connection with the transactions contemplated by the Merger Agreement.  Under the P2 Equity Commitment Letter and the Contribution Agreement, Master Fund I agreed, among other things, to contribute to Parent, subject to certain conditions, an aggregate of 927,386 Shares and $6,351,657 in cash in exchange for a portion of the equity of Parent.

Master Fund I also agreed, under the P2 Equity Commitment Letter, that, until the termination of the P2 Equity Commitment Letter, it will not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of its Shares or any interest in its Shares, (b) deposit its Shares or any interest in its Shares into a voting trust or enter into a voting agreement or arrangement with respect to its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of its Shares.

Limited Guarantee

In connection with the transactions contemplated by the Merger Agreement, on May 29, 2012, Master Fund I entered into a Limited Guarantee with the Issuer (the “P2 Limited Guarantee”).  Under the terms of the P2 Limited Guarantee, Master Fund I unconditionally and irrevocably guaranteed, subject to certain conditions, a portion of Parent’s payment obligations under the Merger Agreement.

Letter Agreement

On May 29, 2012, Master Fund I and the GS Funds entered into a letter agreement (the “Letter Agreement”) pursuant to which they agreed, among other things, to negotiate in good faith the definitive terms and conditions of a stockholders agreement and an equity syndication agreement between the parties (and/or the applicable affiliates thereof).  The Letter Agreement contemplates, among other things, that Master Fund I (or newly created

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affiliated investment funds) may increase its equity commitment in Parent prior to closing by causing the GS Funds to transfer a portion of their or their affiliates’ equity commitment to Master Fund I (or newly created affiliated investment funds).

Investor Support Agreement

On May 29, 2012, Master Fund I and Parent entered into an Investor Support Agreement (the “Investor Support Agreement”).  The Investor Support Agreement contemplates, among other things, that until the earlier of the closing of the transactions contemplated by the Merger Agreement or three months after the termination of the Merger Agreement in accordance with its terms, Master Fund I will vote, and use its best efforts to cause Master Fund VI to vote, the Shares they own (i) in favor of adoption and approval of the Merger Agreement and all actions and transactions contemplated thereby; and (ii) against any alternative business combination transaction.

Master Fund I also agreed, under the Investor Support Agreement, that until the earlier of the closing of the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement in accordance with its terms, other than Transfers to Parent, Master Fund I shall not, directly or indirectly, (a) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any option or any other contract, option or other arrangement or understanding with respect to the Transfer of, or any profit sharing arrangement relating to, any of its Shares to or with any Person, (b) enter into any voting agreement, option or any other contract or other arrangement or understanding with respect to its Shares or grant any proxy or power of attorney with respect thereto or (c) commit or agree to any of the actions set forth in the foregoing clauses (a) and (b) with respect to its Shares.

The foregoing summaries and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the P2 Equity Commitment Letter and the P2 Limited Guarantee, copies of which are attached as exhibits hereto and each of which is incorporated by reference in its entirety into this Item 4, and the Merger Agreement, a copy of which is attached as an exhibit to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 29, 2012.

As a result of the foregoing, the Reporting Persons may constitute a “group” with the GS Funds, certain of their affiliates and certain members of Issuer management within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in this Item 4.

Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this Amendment, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may at any time review or reconsider their respective positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters.  There can be no

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assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and replaced by the following:

(a)-(b)     The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.  As of the close of business on May 29, 2012, Master Fund I beneficially owned an aggregate of 927,386 Shares, representing approximately 2.9% of the outstanding Shares, and Master Fund VI beneficially owned an aggregate of 1,594,673 Shares, representing approximately 5.0% of the outstanding Shares.  As of the close of business on May 29, 2012, the 2,522,059 Shares of Common Stock beneficially owned, in the aggregate by the P2 Funds, which Shares may be deemed to be beneficially owned by each of the P2 Manager and Moller, represented approximately 7.9% of the outstanding Shares.  All percentages set forth in this paragraph are based on the 31,855,447 Shares outstanding, which is the number of Shares represented by the Issuer within the Merger Agreement to exist as of the close of business on May 24, 2012.

Each of the P2 Funds is the direct owner of the Shares reported owned by it.  For purposes of disclosing the number of Shares beneficially owned by each of the Reporting Persons, the P2 Manager, as investment manager of the P2 Funds, and Moller, as managing member of the P2 Manager, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all Shares that are owned beneficially and directly by the P2 Funds.  Each of the P2 Manager and Moller disclaims beneficial ownership of such Shares for all other purposes.  Master Fund I and Master Fund VI each disclaim beneficial ownership of the Shares held directly by the other.

(c)  No Reporting Person has effected any transaction in Shares during the 60 days preceding the date hereof.

(d)  Not applicable.

(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and replaced by the following:

Except with respect to the agreements described in this Amendment and the contracts, arrangements, understandings or relationships referred to in such agreements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to the

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Shares.  The information set forth in Items 4 and 5 above is incorporated by reference in its entirety into this Item 6.

Item 7.  Materials to be Filed as Exhibits.

Item 7 is hereby amended by inserting in Item 7:

Exhibit 99.2: Equity Commitment Letter dated May 29, 2012, entered into by Master Fund I and the Parent.

Exhibit 99.3: Limited Guarantee dated May 29, 2012, entered into by Master Fund I and the Issuer.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 30, 2012

P2 CAPITAL MASTER FUND I, L.P.			P2 CAPITAL PARTNERS, LLC
By:	P2 Capital Partners, LLC,
	as Investment Manager		By:	s/Claus J. Moller
				Name: Claus J. Moller
By:	s/Claus J. Moller			Title: Managing Member
	Name: Claus J. Moller
	Title: Managing Member
P2 CAPITAL MASTER FUND VI, L.P.			CLAUS J. MOLLER
By:	P2 Capital Partners, LLC,		s/Claus J. Moller
	as Investment Manager
By:		s/Claus J. Moller
		Name: Claus J. Moller
		Title: Managing Member

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EX-99.2

Exhibit 99.2

EXECUTION VERSION

May 29, 2012

Isabelle Holding Company Inc.

c/o GS Capital Partners VI Fund, L.P.

200 West Street

New York, NY 10282-2198

Attention:  Bradley Gross

Ladies and Gentlemen:

This letter agreement sets forth the commitment of P2 Capital Master Fund I, L.P. ( “Investor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase, of equity interests of Isabelle Holding Company Inc., a Delaware corporation (“Parent”) for an aggregate purchase price of 927,386 shares of common stock of Interline Brands, Inc., a Delaware corporation (the “Company”), par value $0.01 per (the “Shares”), and cash in the amount of $6,351,657.  It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and the Company, Merger Sub will be merged with and into the Company (the “Merger”), subject to the terms and conditions set forth therein.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

1.             Commitment.  The Investor hereby commits, subject to the terms and conditions set forth herein, that at or prior to the Closing, the Investor shall purchase, or cause the purchase of, equity securities of Parent for cash in an amount of $6,351,657 (the “Cash Commitment”) and 927,386 Shares (the “Share Commitment,” and together with the Cash Commitment, the “Commitment”), which amount shall be used by Parent solely for the purpose of funding a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement, and all related costs, fees and expenses, to the extent necessary after taking into account the cash paid to, and held by, Parent (the “Other Equity Commitments”) pursuant to the other equity commitment letter contemplated by the Merger Agreement and executed currently herewith; provided, that the Investor shall not, under any circumstances, be obligated to contribute to Parent Shares in excess of the Share Commitment and cash or other property in excess of the Cash Commitment.  Parent hereby agrees to issue equity securities of Parent to the Investor concurrently with the funding of the Commitment (it being understood that such issuance shall not be a condition to any of the Investor’s obligations to fund the Commitment to Parent) and to have immediately prior to the Closing a sufficient amount of authorized and unissued equity securities to satisfy such issuance.  The amount of liability of the Investor under this letter agreement shall at no time exceed the Cash Commitment and the Share Commitment.  The Investor may effect the purchase of securities of Parent directly or indirectly through one or more affiliated entities; provided, that no such action shall reduce the amount of the Cash Commitment or the Share Commitment or otherwise affect the obligations of the Investor under

this letter agreement.  The amount of the Commitment to be funded under this letter agreement may be reduced in an amount agreed by the Investor and Parent in the event that Parent has not actually required all of the Commitment to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs, fees and expenses) by reason of Parent having obtained funds from other sources.  For the avoidance of doubt, the Commitment is payable only at the Closing upon satisfaction of the conditions set forth in Section 2 hereof and only for the uses described above, and the Commitment shall not be payable at any other time, under any other circumstance or for any other purpose.

2.             Conditions.  The obligation of the Investor to fund or provide or cause the funding or provision of the Commitment and of Parent to issue the equity securities in respect thereof shall be subject to (a) the satisfaction in full, or waiver by Parent (in which the Investor concurs in writing), of all conditions to Parent’s obligations to consummate the transactions as set forth in Sections 6.1 and 6.2 of the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing (but subject to their satisfaction at the Closing) or the failure of which to be satisfied was caused by Parent’s or Merger Sub’s material breach of any representation, warranty, covenant or agreement in the Merger Agreement), (b) the concurrent or prior funding of the Other Equity Commitments, (c) the Debt Financing (to the extent necessary to fund a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, Article II of the Merger Agreement, and related costs, fees and expenses) has been funded or is required to be funded at the Closing if the Equity Financing is funded at the Closing and (d) (i) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement or (ii) the Company having confirmed in a written notice to Parent that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur, and that it is willing to waive any unsatisfied conditions in Section 6.3 of the Merger Agreement (but solely for purposes of consummating the Merger).

3.             Enforceability.  No provision of this letter agreement (other than Sections 4 and 9 below) is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person, other than the parties hereto and their respective successors and permitted assigns; provided that the foregoing shall not limit the Company’s right to (a) cause Parent to fully enforce each of the Investor’s obligations hereunder in the circumstances set forth in Section 8.7 of the Merger Agreement (and the Investor hereby agrees that, if the conditions to the funding or provision of the Commitment are satisfied and the conditions set forth in Section 8.7(b) of the Merger Agreement are satisfied, the Company shall be entitled to specific performance of Parent’s obligations to cause the Commitment to be funded or provided and to consummate the transactions contemplated by the Merger Agreement), or (b) the Company’s right to enforce, as an express third party beneficiary, the provisions of Sections 14 and 15(iv) of this letter agreement (it being understood that the Company shall be an express third party beneficiary of this letter agreement for such purpose).  In no event shall this letter agreement be enforced by any Person unless the unfunded Other Equity Commitments are being concurrently enforced by such Person.  The Investor and Parent acknowledge and agree that neither the Company nor Parent shall be required to provide any bond or other security to enforce specifically the terms and provisions of this letter agreement.

4.             No Modification; Entire Agreement.  This letter agreement may not be amended or otherwise modified without the prior written consent of the Company, Parent and the Investor.  Except for the Limited Guarantee between the Investor and the Company, this letter

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agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Investor or any of its Affiliates (which for the avoidance of doubt does not include the Company or any of its Affiliates), on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.  Except as expressly permitted in Section 1 and Section 5 hereof, no transfer of any rights or obligations hereunder, including by operation of law or otherwise, shall be permitted without the prior written consent of the Company, Parent and the Investor.  Any transfer in violation of the preceding sentence shall be null and void.

5.             Assignment.  The Investor may assign all or a portion of its obligations to fund the Commitment to one or more of its Affiliates (other than Parent or any subsidiary thereof) or to an entity managed or advised by an Affiliate without the prior written consent of Parent to the extent such persons execute a letter in form and substance substantially similar to this letter agreement; provided, however, that any such assignment shall not relieve the Investor of any of its obligations under this letter agreement and no such assignment shall be permitted or effected if it would reasonably be expected to have the effect of impairing or materially delaying the Merger or the funding of the Commitment at the time set forth in Section 1.

6.             Governing Law; Submission to Jurisdiction.  This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.  Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this letter agreement may be brought against any of the parties in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or if such courts shall not have jurisdiction, any state court of the State of Delaware, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Each party agrees (a) it will not attempt to deny or defeat personal jurisdiction or venue in any such court by motion or otherwise, and (b) it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than any such court.

7.             WAIVER OF JURY TRIAL.  EACH PARTY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS LETTER AGREEMENT

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WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

8.             Counterparts.  This letter agreement may be executed and delivered in any number of counterparts (including by facsimile or electronic mail with attachment in pdf format), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.             No Third Party Beneficiaries.  Except as set forth in Section 3 hereof, the parties hereto hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce the Commitments or any provision of this letter agreement.

10.           Confidentiality.  This letter agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the transactions contemplated by the Merger Agreement.  This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Investor and Parent; provided, however, that the Investor and Parent may disclose the existence of this letter agreement to the extent required by applicable law or to each party’s respective officers, directors, employees, advisors, representatives, agents and financing sources.

11.           Termination.  This letter agreement, and the obligation of the Investor to fund or provide the Commitment, will terminate automatically and immediately, without any further action by any party hereto, upon the earliest to occur of (a) the Closing, (b) the termination of the Merger Agreement in accordance with its terms, and (c) without limiting any of the Company’s rights against Parent under the Merger Agreement, the commencement by the Company or any of its Affiliates of a lawsuit or other legal proceeding asserting any claim (whether in tort, contract or otherwise) under, or in respect of, the Merger Agreement, this letter agreement, the Limited Guarantee delivered by the Investor or the transactions contemplated hereby or thereby against any Investor Affiliates (as defined below), other than any claim by the Company or any of its Affiliates under Section 3 of this letter agreement, any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under the Merger Agreement in accordance with the terms and conditions thereof, any claim to enforce, or for damages under, the Confidentiality Agreement executed by P2 Capital Partners, LLC and the Company and any claim under Section 1(a) of the Limited Guarantee.

12.           No Recourse.  Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered contemporaneously herewith, by its acceptance of the benefits of this letter agreement, except in the case of fraud or willful misconduct of the Investor, Parent, for itself and after the Closing, the Company, covenants, acknowledges and agrees that no Person other than the Investor (and any assignee permitted in accordance with Section 5 hereof) and Parent has any obligation hereunder or, in connection with the transactions contemplated hereby and that, notwithstanding that the Investor (or any assignee permitted in accordance with Section 5 hereof) may be a limited partnership or limited liability company, no Person has any right of recovery under this letter agreement against, and no

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recourse under this letter agreement or under any document or instrument contemporaneously delivered herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates (other than any assignees permitted in accordance with Section 5 hereof), members, managers or general or limited partners, representatives or assignees of the Investor, or any former, current or future equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted in accordance with Section 5 hereof), agent or assignee of any of the foregoing (collectively, but not including the Investor or any assignee permitted in accordance with Section 5 hereof, the “Investor Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Investor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Investor Affiliate, as such, for any obligation of the Investor under this letter agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

13.           Parent further agrees that neither it nor any of its Affiliates shall have any right of recovery against the Investor or any Investor Affiliates, whether by piercing of the corporate veil, by a claim on behalf of Parent against the Investor or any Investor Affiliates, or otherwise, except for Parent’s right to be capitalized by the Investor under and to the extent provided in this letter agreement and subject to the terms and conditions hereof.  Parent hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Investor or any Investor Affiliate except for claims solely against any Investor under this letter agreement.

14.           Restrictions Regarding the Shares.  From and after the date hereof through the termination of this letter agreement, the Investor shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Shares or any interest in the Shares, (b) deposit the Shares or any interest in the Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Shares.

15.           Representations and Warranties.  The Investor hereby represents and warrants to Parent that:

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(i)            it has all necessary power and authority to execute, deliver and perform this letter agreement, the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action and do not contravene any provision of the Investor’s organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Investor or its assets;

(ii)           all consents, approvals, authorizations and permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by the Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority is required in connection with the execution, delivery or performance of this letter agreement;

(iii)          this letter agreement constitutes a legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except that such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally, and (y) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(iv)          the Investor is the record or beneficial owner of the Shares and has good and valid title to the Shares free and clear of all liens, encumbrances, security interests, charges, claims, proxies or voting restrictions other than pursuant to this letter agreement, and the Investor has sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this letter Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this letter agreement; and

(v)           the Investor has currently, and will have at all times during the effectiveness of this letter agreement, the financial capacity to pay and perform its obligations under this letter agreement, and all funds and Shares necessary for the Investor to fulfill its obligation to fund and provide the Commitment under this letter agreement shall be available to the Investor for so long as this letter agreement shall remain in effect in accordance with Section 11 hereof.

 [Signature page follows]

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		Very truly yours,
		P2 CAPITAL MASTER FUND I, L.P.
		By:	P2 Capital GP, LLC
			General Partner
		By:	/s/ Claus J. Moller
			Name Claus J. Moller
			Title: Managing Member
Acknowledged and agreed as of the date first above written:
ISABELLE HOLDING COMPANY INC.
By:	/s/ Bradley J. Gross
	Name: Bradley J. Gross
	Title: Vice President

[Signature to Equity Commitment Letter]

EX-99.3

Exhibit 99.3

EXECUTION VERSION

LIMITED GUARANTEE

Limited Guarantee, dated as of May 29, 2012 (this “Limited Guarantee”), by P2 Capital Master Fund I, L.P. (the “Limited Guarantor”), in favor of Interline Brands, Inc., a Delaware corporation (the “Company”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (defined below).

1.LIMITED GUARANTEE.  To induce the Company to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), Isabelle Holding Company Inc., a Delaware corporation (“Parent”), and the Company, pursuant to which, upon the terms and subject to the conditions in the Merger Agreement, Merger Sub will merge with and into the Company, the Limited Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Company, on the terms and conditions set forth herein, the due and punctual payment, observance, performance and discharge of 8.05% of (a) any indemnification and/or reimbursement obligations that may arise pursuant to Sections 5.14(a) or (e) or Section 5.15(i) of the Merger Agreement, (b) the Parent Fee, if and when due in accordance with the terms and conditions of the Merger Agreement and (c) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Company in connection with the enforcement of the Company’s rights under this Limited Guarantee and under Section 8.7 of the Merger Agreement (collectively, the “Obligations”); provided that the maximum amount payable by the Limited Guarantor hereunder shall not exceed 8.05% of the sum of (x) $68,400,000, (y) the sum of any and all payment obligations of Parent or Merger Sub pursuant to Sections 5.14(a) and (e) and Section 5.15(i) of the Merger Agreement and (z) the amount of all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Company in connection with the enforcement of the Company’s rights under this Limited Guarantee and under Section 8.7 of the Merger Agreement that results in a judgment against Parent, Merger Sub or the Limited Guarantor (the “Cap”), it being understood that the Company will not seek to enforce this Limited Guarantee for an amount in excess of the Cap.  Further, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of all or any portion of the Obligations by the satisfaction and payment thereof, the Limited Guarantor shall be similarly relieved of its corresponding Obligations under this Limited Guarantee.

2.NATURE OF LIMITED GUARANTEE.  The Company shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Limited Guarantor’s obligations hereunder.  In the event that any payment to the Company in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Limited Guarantor shall remain liable hereunder with respect to the Obligations as if such payment had not been made (subject to the terms hereof).  This is an unconditional limited guarantee of payment and not of collectibility.  In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability hereunder shall extend to the full amount of the Obligations, and that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Limited Guarantor to enforce this Limited Guarantee for the full amount of the Obligations, regardless of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action.

3.CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.  The Limited Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Limited Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or any other Person without in any way impairing or affecting the Limited Guarantor’s obligations under this Limited Guarantee.  The Limited Guarantor agrees that, except as expressly set forth in this Limited Guarantee, the Obligations hereunder shall not be released or discharged, in whole or in part, and shall be absolute and unconditional, to the fullest extent permitted by applicable Law, unaffected and irrespective of any of the following (whether or not the Limited Guarantor shall have any knowledge or notice thereof): (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Person, whether now or hereafter liable with respect to any Obligation; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement (in each case, to the extent effected in accordance with the terms of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (c) the addition, substitution or release of any entity or other Person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub; (f) the existence of any claim, set-off or other right which the Limited Guarantor may have at any time against Parent or Merger Sub or the Company, whether in connection with any Obligation or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations.  To the fullest extent permitted by law, the Limited Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company.  The Limited Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent in accordance with Section 8.6 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub, and all suretyship defenses generally.  The Limited Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Subject to the provisions of Section 2 and this Section 3, the Limited Guarantor reserves the right to assert defenses which Parent or Merger Sub may have to payment of any Obligation in accordance with the express terms and conditions of the Merger Agreement or that Parent or Merger Sub may have in connection with fraud by the Company or any of its subsidiaries.  Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that to the extent Parent is relieved of any of its Obligations under Section 7.5 of the Merger Agreement in accordance therewith, the Limited Guarantor shall be similarly relieved of its corresponding Obligations under this Limited Guarantee.

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4.NO WAIVER; CUMULATIVE RIGHTS.  No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.  Each and every right, remedy and power hereby granted to the Company or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time.

5.REPRESENTATIONS AND WARRANTIES.  The Limited Guarantor hereby represents and warrants that:

(a)the execution, delivery and performance of this Limited Guarantee have been duly and validly authorized by all necessary action and do not and will not contravene, conflict with or result in any violation of any provision of the Limited Guarantor’s charter, partnership agreement or similar organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction applicable to or binding on the Limited Guarantor or its assets;

(b)all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority or any other Person necessary for the due execution, delivery and performance of this Limited Guarantee by the Limited Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or any other Person is or will become required in connection with the execution, delivery or performance of this Limited Guarantee;

(c)this Limited Guarantee constitutes a legal, valid and binding obligation of the Limited Guarantor enforceable against the Limited Guarantor in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law); and

(d)the Limited Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Limited Guarantor to fulfill the Obligations under this Limited Guarantee are available to the Limited Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

6.NO ASSIGNMENT.  Neither the Limited Guarantor nor the Company may assign or delegate its rights, interests or obligations hereunder to any other Person (except by operation of law) without the prior written consent of the Company or such Limited Guarantor, as the case may be; provided, however, the Limited Guarantor may assign or delegate all or a portion of its obligations hereunder to an Affiliate or to an entity managed or advised by an Affiliate of the Limited Guarantor, provided that no such assignment shall relieve the Limited Guarantor of any liability or obligation hereunder except to the extent actually performed or satisfied by the assignee.

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7.NOTICES.  All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Limited Guarantee shall be in writing and shall be deemed to have been given (a) if personally delivered, on the date of delivery, (b) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service, (c) if deposited in the United States mail, first-class postage prepaid, on the fifth Business Day following the date of such deposit, or (d) if delivered by facsimile transmission, upon confirmation of successful transmission, (i) on the date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party on a Business Day, on the date of such transmission, and (ii) on the next Business Day following the date of transmission, if such transmission is completed after 5:00 p.m., local time of the recipient party, on the date of such transmission or is transmitted on a day that is not a Business Day.  All notices, demands and other communications hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to the Company, to:

Interline Brands, Inc.
701 San Marco Boulevard
Jacksonville, Florida 32207
Attention: Michael J. Grebe

Michael Agliata

Fax: 856-533-1566

with a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Robert B. Schumer

Paul D. Ginsberg

Fax: 212-757-3990

(b) if to the Limited Guarantor, to:

P2 Capital Partners, LLC
590 Madison Avenue, 25th Floor
New York, NY 10022
Attention: Josh Paulson
Fax: 212-508-5557

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with a copy to (which shall not constitute notice):

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: Andrew L. Bab

Gregory V. Gooding

Fax: 212-909-6836

8.CONTINUING LIMITED GUARANTEE.  Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Limited Guarantor, its successors and permitted assigns until all of the Obligations have been indefeasibly paid, observed, performed or satisfied in full.  Notwithstanding the foregoing, this Limited Guarantee shall terminate (other than Section 7 and Section 9 through 16, all of which shall survive any termination of this Limited Guarantee) and the Limited Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (i) the Closing, (ii) three months from the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent would have no obligation to pay the Parent Fee and no obligation for reimbursements pursuant to Sections 5.14(a) or (e) or Section 5.15(i) of the Merger Agreement, and (iii) six months from the date of termination of the Merger Agreement in accordance with its terms in circumstances where the Parent Fee would be payable or Parent would be obligated for reimbursements pursuant to Sections 5.14(a) or (e) or Section 5.15(i) of the Merger Agreement if the Company has not presented a claim in writing for payment of the Obligations to either Parent, Merger Sub, or the Limited Guarantor by such date.  Notwithstanding the foregoing, in the event that the Company or any Controlled Affiliate (as defined below) asserts in any litigation or other proceeding relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the liability of the Limited Guarantor to the Cap or any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against the Limited Guarantor or a Limited Guarantor Affiliate (as defined below), Parent, Merger Sub or any Parent Affiliate (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter executed by the Limited Guarantor (the “P2 Equity Commitment Letter”) or the transactions contemplated by the Merger Agreement other than, in each case, liability with respect to any Reserved Claims (as defined below), then (a) the obligations of the Limited Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (b) if the Limited Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to have such payments refunded by the Company, and (c) neither the Limited Guarantor nor any Limited Guarantor Affiliate (as defined below) or Parent Affiliate (as defined below) shall have any liability to the Company or any of its Affiliates with respect to the Merger Agreement, the P2 Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

9.NO RECOURSE.  The Company acknowledges that the sole asset of Parent is a de minimis amount of cash and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs unless needed to permit Parent or Merger Sub to comply with their obligations under the Merger Agreement to be performed prior to the Closing.  Notwithstanding anything that may be

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expressed or implied in this Limited Guarantee or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that the Limited Guarantor may be a partnership, by its acceptance of the benefits of this Limited Guarantee, except in the case of fraud by the Limited Guarantor, the Company acknowledges and agrees that it has no right of recovery with respect to the Obligations or the transactions contemplated by the Merger Agreement against, and no personal liability shall attach to, the Limited Guarantor, any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, representatives or assignees of the Limited Guarantor, Parent, or Merger Sub or any former, current or future equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (collectively, but excluding Parent or Merger Sub or any successors or permitted assigns thereof, collectively, the “Limited Guarantor Affiliates” or the “Parent Affiliates”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against the Limited Guarantor, any Limited Guarantor Affiliate or any Parent Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, except for its rights to recover with respect to any Reserved Claims.  Other than with respect to any Reserved Claims, recourse against the Limited Guarantor under this Limited Guarantee shall be the sole and exclusive remedy of the Company and all of its subsidiaries and Affiliates against the Limited Guarantor, the Limited Guarantor Affiliates, Parent, Merger Sub and the Parent Affiliates in respect of the Obligations or otherwise arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or hereby or otherwise relating thereto.  Except as contemplated under Section 6 hereof, nothing set forth in this Limited Guarantee shall be construed to give to any Person other than the Company and the Limited Guarantor (including, without limitation, any Person acting in a representative capacity) any rights or remedies against any Person other than the Company and the Limited Guarantor as expressly set forth herein.

10.RELEASE.  (a) By its acceptance of this Limited Guarantee, the Company hereby covenants and agrees that (1) neither the Company nor any of its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby waives (on its own behalf and on behalf of each of the aforementioned Persons) each and every such right against, and hereby releases, the Limited Guarantor, Parent, Merger Sub, any Limited Guarantor Affiliate or any Parent Affiliate, from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub (or any other Person) against the Limited Guarantor, Parent, Merger Sub, any Limited Guarantor Affiliate, any Parent Affiliate, or otherwise under any theory of law or equity (the “Released Claims”), other than the following claims (collectively, the “Reserved Claims”):  (A) claims against the Limited Guarantor pursuant to this Limited Guarantee for up to the Cap, (B) claims against the Limited Guarantor under the Confidentiality Agreement, (C) claims against the

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Limited Guarantor, Parent, Merger Sub, any Limited Guarantor Affiliate or any Parent Affiliate for their own fraud, and (D) claims against Parent or Merger Sub under the Merger Agreement, including, without limitation, claims for specific performance pursuant to Section 8.7(b) of the Merger Agreement to cause the commitments under the P2 Equity Commitment Letter to be funded in accordance with the terms thereof; and (2) other than with respect to any Reserved Claims, recourse against the Limited Guarantor under this Limited Guarantee (and solely to the extent of the Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by Law, each of its affiliates and representatives, against the Limited Guarantor, Parent, Merger Sub, any Limited Guarantor Affiliate and any Parent Affiliate in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto.  The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates (as defined below) not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, in the name of or on behalf of the Company or any other Person, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against the Limited Guarantor, Parent, Merger Sub, any Limited Guarantor Affiliate or any Parent Affiliate except, in each case, any Reserved Claims.  The Limited Guarantor hereby covenants and agrees that it shall not institute, and shall cause its affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable, in whole or in part.  The Company shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Company’s rights against, any Person liable for any of the Obligations prior to proceeding against the Limited Guarantor or any of them.  For purposes of this Limited Guarantee, “Controlled Affiliate” of any Person means any affiliate that such Person directly or indirectly controls (within the meaning of Rule 12b-2 of the United States Securities and Exchange Act of 1934, as amended) and, for purposes of this Limited Guarantee, includes the directors and officers of such Person when acting in their respective capacities as such.

(b)  For all purposes of this Limited Guarantee, pursuit of a claim against a Person by the Company or any of the Company’s subsidiaries or Controlled Affiliates shall be deemed to be pursuit of a claim by the Company.  A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such other Person, adds such other Person to an existing legal proceeding, or otherwise asserts a legal claim of any nature against such other Person.

(c)  The Company acknowledges that the Limited Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 10.  This Section 10 shall survive termination of this Limited Guarantee.

11.GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Limited Guarantee, including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Limited Guarantee, of any nature whatsoever, shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.  Any action or proceeding seeking to enforce any provision of, or based

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on any right arising out of, this Limited Guarantee may be brought against any of the parties in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or if such courts shall not have jurisdiction, any state court of the State of Delaware, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Each party agrees (a) it will not attempt to deny or defeat personal jurisdiction or venue in any such court by motion or otherwise, and (b) it will not bring any action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in any court other than any such court.

12.WAIVER OF JURY TRIAL.  EACH PARTY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS LIMITED GUARANTEE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

13.CONFIDENTIALITY.  This Limited Guarantee shall be treated as confidential and is being provided to the Company solely in connection with the transactions contemplated by the Merger Agreement.  This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Limited Guarantor (so long as such consent is not unreasonably withheld, delayed or conditioned); provided, however, that the Company may disclose the existence of this Limited Guarantee to the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any U.S. Securities Exchange Commission filings relating to the transactions contemplated by the Merger Agreement, or to the Company’s officers, directors, employees, advisors, representatives and agents.

14.ENTIRE AGREEMENT.  Together with the Merger Agreement, the Confidentiality Agreement executed by P2 Capital Partners, LLC and the Company (the “Confidentiality Agreement”) and the P2 Equity Commitment Letter delivered by the Limited Guarantor, this Limited Guarantee constitutes the sole agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings

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and agreements, whether written or oral, between Parent and the Limited Guarantor or any of their affiliates, on the one hand, and the Company and any of its affiliates, on the other hand.

15.SEVERABILITY.  Any term or provision of this Limited Guarantee that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  No party hereto shall assert, and each party shall cause its respective Affiliates not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable under the Cap provided in Section 1 hereof and to the provisions of Sections 3, 9 and 10 hereof.

16.NO THIRD PARTY BENEFICIARIES.  Except for the rights of the Limited Guarantor Affiliates and Parent Affiliates under Section 9 and Section 10, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

17.AMENDMENT.  Neither this Limited Guarantee nor any of the terms hereof may be terminated, amended, supplemented or modified orally, but only by an instrument in writing signed by the Limited Guarantor and the Company.  The observance of any provision of this Limited Guarantee may be waived only if the Limited Guarantor and the Company consent to such waiver in writing.

18.COUNTERPARTS.  This Limited Guarantee may be executed and delivered in any number of counterparts (including by facsimile or electronic mail with attachment in pdf format), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

19.INTERPRETATION.  All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[signatures on following page]

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IN WITNESS WHEREOF, the Limited Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

P2 CAPITAL MASTER FUND I, L.P.
By:		P2 Capital GP, LLC
		General Partner
By:	/s/ Claus J. Moller
	Name: Claus J. Moller
	Title: Managing Member

[Signature Page to P2 Limited Guarantee]

IN WITNESS WHEREOF, the Company has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

INTERLINE BRANDS, INC.
By:	/s/ Michael Agliata
	Name:  Michael Agliata
	Title: VP, General Counsel & Secretary

[Signature Page to P2 Limited Guarantee]