Exhibit 10.41


 


WILMAR INDUSTRIES, INC.


303 Harper Drive


Moorestown, NJ 08057


 


May 16, 2000


 


Parthenon Capital, Inc.


200 State Street


Boston, Massachusetts 02109


 


Gentlemen:


 


1.                                       This
letter (the “Management Agreement”) confirms that WILMAR INDUSTRIES, INC. (the
“Company”) has engaged PARTHENON CAPITAL, INC. (“PCI”) to act as its financial
advisor.  PCI shall render advisory
services to the Company and shall make available the services of certain of its
employees to advise the Company, and to assist and support the management of
the Company on financial matters.  Such
advisory services shall include but not be limited to:  support of management, board participation,
active involvement in pursuing acquisition opportunities (including without
limitation assistance in identifying targets, negotiation of agreements,
structuring of corporate forms), and assistance in obtaining financing.


 


2.                                       During
the term of PCI’s engagement hereunder, the Company shall pay to PCI the
following fees for the services to be rendered by PCI hereunder:


 


(a)                                  A
fee of $250,000 per annum, payable by check, in semi-annual installments of
$125,000 each; provided  that, should this letter agreement be
terminated for any reason prior to a semi-annual installment, a pro-rata
payment shall be due and payable on the date of such termination; and provided
further  that, a payment of $125,000 shall be made on the Closing
Date (as defined in the Agreement and Plan of Merger and Recapitalization,
dated as of December 22, 1999, by and between WM Acquisition, Inc. and the
Company, as amended (the “Merger Agreement”)) for the period from the Closing
Date through November 30, 2000, and thereafter semi-annual installments of
$125,000 each shall be payable on June 1 and December 1 of each year, beginning
December 1, 2000.


 


(b)                                 In
addition, the Company shall reimburse PCI, upon request from time to time, for
all of PCI’s documented out-of-pocket expenses related to the services PCI
shall provide the Company in accordance with this letter, up to an aggregate
amount of $25,000 per annum.


 


(c)                                  At
the Closing contemplated by the Merger Agreement, PCI will be reimbursed for
its documented out-of-pocket expenses through such closing.


 






















 


(d)                                 Notwithstanding
anything in this Section 2 to the contrary, PCI will be reimbursed for all of
PCI’s documented out-of-pocket expenses in connection with add-on acquisitions
for the Company without regard to the cap referred to in Section 2(b).


 


3.                                       The
engagement of PCI hereunder shall be for a term of five years commencing on
May 16, 2000 and ending on May 16, 2005.


 


4.                                       The
Company shall furnish to PCI such information as PCI reasonably believes to be
appropriate to its engagement hereunder (all such information so furnished
being referred to hereinafter as the “Information”).  The Company recognizes and confirms that PCI (a) will use
and rely primarily on the Information and information available from generally
recognized public sources in performing the services contemplated by this
letter without having independently verified the same, and (b) does not
assume responsibility for the accuracy or completeness of the Information and
such other information.


 


5.                                       The
Company shall indemnify and hold harmless PCI and each of its directors,
officers, employees, affiliates and agents (collectively, the “Indemnified
Parties”), from and against any and all claims, liabilities, obligations,
damages or expenses arising out of or in connection with PCI’s engagement
hereunder or any action of any Indemnified Party in connection therewith; provided,
however, that the Company shall have no obligation under this
Section 5 to indemnify an Indemnified Party with respect to any liability,
obligation, damage or expense that is finally judicially determined to result
from the gross negligence or willful misconduct of such Indemnified Party.


 


6.                                       This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely in such state.  This letter
agreement may not be amended or otherwise modified except by a written
instrument, signed by PCI and the Company. 
If any provision hereof is determined to be invalid or unenforceable,
such determination shall not affect any other provision of this letter
agreement, each of which shall remain in full force and effect.  This letter agreement may be executed in one
or more counterparts, all of which shall constitute one and the same agreement.


 


2






















 


If the foregoing correctly sets forth our
understanding, please indicate so by signing below and returning an executed
copy of this letter agreement to us.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILMAR INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and agreed to as of

  
	
  the date first written above:

  
	
   

  
	
  PARTHENON CAPITAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
						



 


3