THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Interline Brands, Inc. (IBI)

4/10/2006 Proxy Information

Mr. Jacquet owns 6.7% of IBI shares.

Pursuant to an Amended and Restated Shareholders’ Agreement, dated as of September 29, 2000, and as amended on March 16, 2004, certain of the Company’s principal stockholders and certain members of our management, including Messrs. Grebe, Sanford and Pray, have certain registration rights with respect to their shares of the Company’s common stock. Provisions of the Shareholders’ Agreement relating to voting of the shares, board of director’s composition and restricting transfers of stock terminated upon the consummation of the Offering.

Registration Rights. Under our Amended and Restated Shareholders’ Agreement, and subject to several exceptions, including our right to defer a demand registration under certain circumstances, affiliates of Parthenon Capital and J.P. Morgan Partners or existing holders of no less than 25% of the Company’s common stock may request that we register for public resale under the Securities Act all shares of common stock they held at the time of our initial public offering (“Registrable Securities”) and request be registered at any time after the Offering. Based on filings made with the SEC, we believe that J.P. Morgan Partners has ceased to own Registrable Securities. Affiliates of Parthenon Capital may demand three registrations, affiliates of J.P. Morgan Partners may demand two registrations and the Company’s other existing stockholders may demand one registration, so long as the securities being registered in each registration statement are reasonably expected to produce aggregate proceeds of $5.0 million or more. Certain of the Company’s stockholders are entitled to piggyback registration rights with respect to any registration request made by affiliates of Parthenon Capital and J.P. Morgan Partners or existing holders of no less than 25% of the Company’s common stock. If the registration requested by affiliates of Parthenon Capital, J.P. Morgan Partners or existing holders of no less than 25% of the Company’s common stock is in the form of an underwritten offering, and if the managing underwriter of the offering determines that the number of securities to be offered would jeopardize the success of the offering, the number of shares included in the offering shall be determined as follows: (i) first, shares offered by affiliates of Parthenon Capital or J.P. Morgan Partners and certain of the Company’s other stockholders other than members of our management (pro rata, based on their respective ownership of our common equity); (ii) second, shares offered by other stockholders (pro rata, based on their respective ownership of our common equity); and (iii) third, shares offered the Company of its own account. In addition, all of the Company’s existing stockholders have been granted piggyback rights on any registration for the Company of its own account. If the managing underwriter in an underwritten offering determines that the number of securities offered in a piggyback registration would jeopardize the success of the offering, the number of shares included in the offering shall be determined as follows: (i) first, the securities that the Company intends to sell and (ii) second, those additional securities held by the Company’s existing stockholders (pro rata, based on their respective ownership of the Company’s common equity). The selling stockholders exercised their piggyback registration rights in connection with the Offering and sold shares pursuant to the Offering, as the underwriters exercised their over-allotment option. In connection with the registrations described above, including the registration of shares offered by selling stockholders in the Offering, the Company is required to indemnify any selling stockholders and bear all fees, costs and expenses (except underwriting discounts and selling commissions). In June 2005, Parthenon Capital exercised a demand registration and we filed a registration statement (Commission File No. 333-126515) in response thereto. Certain of our stockholders sold 8,912,500 shares in a secondary public offering under this registration statement in August 2005. We did not receive any of the proceeds from such offering. We incurred expenses of $0.9 Million in connection with the offering.