EXHIBIT 10.11
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PROMISSORY NOTE
$150,000.00 July 15 2002
Moorestown, New Jersey
FOR. VALUE RECEIVED, on the terms and conditions hereinafter stated,
XXXXXXX X. XXXXX ("Borrower") hereby promises to pay to Interline Brands, Inc.,
a New Jersey corporation, or registered assigns (the "Holder"), on the third
anniversary of the date hereof (the "Maturity Date") the principal amount of One
Hundred Fifty Thousand Dollars ($150,000.00) together with interest accrued
thereon.
1. PRINCIPAL PAYMENT. All principal and accrued and unpaid
interest shall be due on the Maturity Date. If the Maturity Date is a Saturday,
a Sunday or a legal holiday, payment may be made on the next succeeding business
day that is not a Saturday, Sunday or a legal holiday, and interest on the
amount payable shall accrue for the intervening period.
2. INTEREST RATE. Interest shall accrue from the date hereof on
the principal amount and shall be at the greater of (a) the LIBOR Rate or (b) 5%
per annum. Interest will be computed on a 365 day year and will be accrued on
the number of days funds are actually outstanding.
3. MANNER AND PLACE OF PAYMENT. Payment of the principal amount
and interest accrued thereon, shall be made in U.S. dollars in immediately
available funds, at the place and in the manner specified by Xxxxxx in writing
not later than 5:00 p.m., Philadelphia time, on the date on which such payment
shall become due.
4. PREPAYMENT. This Note is subject to prepayment, in whole or in
part, prior to the Maturity Date without any prepayment charge, interest or
penalty.
5. EVENT OF DEFAULT. If the Borrower shall default in the due and
punctual payment of the principal amount of this Note, or any other amounts
payable hereunder, or default in the performance or observation of any of the
covenants, agreements or conditions contained in this Note (herein called "Event
of Default") and such Event of Default shall have occurred and be continuing
(whatever the reason for such Event of Default, whether it shall be voluntary or
involuntary or by operation of law or otherwise) for a period of ten days
following written notice from the Holder to the Borrower of such default, then
the Holder may, by written notice to the Borrower, declare the unpaid principal
amount of this Note to be, and the same shall forthwith become, immediately due
and payable together with the interest accrued thereon. The Borrower shall pay
to the Holder, upon demand, the costs and expenses incurred by the Holder in
connection with any default by the Borrower under this Note or the enforcement
of the Holder's rights hereunder, including, without limitation, the reasonable
fees and expenses of the Holder's counsel.
6. DEFINITIONS.
a. "Interest Period" means a one year period commencing
on the date hereof and each anniversary of the date hereof thereafter.
b. "LABOR Rate" means, with respect to any Interest
Period, an interest rate per annum for deposits in U.S. dollars in the London
interbank borrowing market for a term comparable to such Interest Period, which
rate appears in the Money Rates section of the Wall Street Journal, on the date
two business days prior to the first day of each Interest Period (which rate
shall be rounded upward, if necessary, to the next higher 1/100 of 1%);
PROVIDED, HOWEVER, that if more than one such offered rate appears on such
service on such date, the offered rate shall be deemed to be the arithmetic
average (rounded upward, if necessary, to the next higher of 1/100 of 1%) of
such offered rates.
7. NOTICES. All notices, requests, consents and demands shall be
made in writing and shall be given by facsimile transmission (with confirmation
postmarked on the same day), by courier service (with proof of service), hand
delivery, or registered or certified mail (return receipt requested and first
class postage prepaid) to the following addresses:
If to the Borrower, to him at:
Xxxxxxx X. Xxxxx
000 Xxxxx Xxxx Xxxxx
Xxxxx Xxxxx Xxxxx, XX 00000
Fax No.: 000-000-0000
If to Holder, to it at:
Interline Brands, Inc.
000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxxxxxx
Fax No.: 000-000-0000
with a copy to:
Dechert
4000 Bell Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Fax No.: 000-000-0000
or to such address as any party shall specify by written notice. Notices
hereunder shall be effective when telecopied, personally delivered or mailed.
8. JURISDICTION; APPLICABLE LAW.
The laws of the State of New Jersey (without regard to principles of
conflict of laws that would cause the application of the laws of any other
jurisdiction) shall govern the construction, interpretation, and enforceability
of this Note and any dispute, case, or controversy arising in or under or
related to or connected with this Note or the relationship between or among the
parties hereto, whether sounding in tort, contact, or other legal or equitable
relief.
Nothing in this Note shall affect the right of the Holder to serve
legal process in any manner permitted by law or affect the right of the Holder
to bring any action or proceeding against the Borrower in the courts of any
other jurisdiction.
/s/ Xxxxxxx X. Xxxxx
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[Borrower] Xxxxxxx X. Xxxxx
EXHIBIT A
WILMAR INDUSTRIES, INC.
2000 STOCK AWARD PLAN
BENEFICIARY DESIGNATION FORM
WHEREAS, pursuant to the terms of the Wilmar Industries, Inc. 2000
Stock Award Plan (the "Plan"), Xxxxxx Xxxxx (the "Participant") has been granted
an award of 15,722 shares of common stock, par value per share $0.01, of Wilmar
Industries, Inc. (the "Company"), subject to certain restrictions as described
in the Plan and a Restricted Stock Award Agreement between the Participant and
the Company dated September 29, 2000 (the "Restricted Stock").
WHEREAS, the Restricted Stock Award Agreement provides that if the
Participant dies after the restrictions on the Restricted Stock have lapsed with
respect to shares of Restricted Stock, but the certificates representing such
shares have not been transferred to the Participant, then a designated
beneficiary of the Participant is entitled to receive such certificate.
NOW THEREFORE, the Participant hereby designates the individual listed
below as the designated beneficiary of the Restricted Stock.
__________________________________
Participant
Beneficiary's Name and Address:
__________________________________
__________________________________
__________________________________
Relationship to Participant:
Dated: __________________________ __________________________________
