TO THE ATTENTION OF THE PRESIDENT OR TO
SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN
ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE
ONLY UPON RECEIPT.
(I)
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS MAY BE
REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(J)
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
/s/William R. Pray
Name: William R. Pray
INTERLINE BRANDS, INC.
By:
/s/Michael J. Grebe
Name:
Michael J. Grebe
Title:
President and CEO
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