Interline Brands, Inc., a national distributor and direct marketer of maintenance, repair and operations (MRO) products, has agreed to acquire substantially American Sanitary Incorporated, a national distributor of janitorial and sanitary supplies for a cash purchase price of $127.5 million.

The acquisition is expected to close in July 2006, subject to customary closing conditions. Interline has received debt financing commitments from Lehman Brothers and JP Morgan.

American Sanitary is one of the largest national distributors in the $23 billion U.S. janitorial and sanitary maintenance supply industry. The company offers more than 40,000 products to more than 50,000 customers from 46 locations in 40 states. Its primary end markets include institutional facilities, such as schools and universities, health care, lodging and government properties as well as professional cleaning contractors. For the twelve month period ended March 31, 2006, the Company estimates that the operations being acquired generated sales of $245.2 million.

“The acquisition of AmSan fits well with our strategy of acquiring businesses with leadership positions in attractive facilities maintenance markets. We have followed the company for several years and were attracted to AmSan because of its strong brand recognition, national distribution coverage, comprehensive private label program and experienced management team,” said Michael Grebe, President and Chief Executive Officer of Interline. “We were able to acquire a market leader in an attractive growth market, and believe the acquisition offers numerous opportunities to grow sales and improve profitability.”