Hd Supply, Inc. Sample Contracts

HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Indenture • June 7th, 2016 • Hd Supply, Inc. • Wholesale-durable goods • New York

INDENTURE, dated as of April 11, 2016 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among HD Supply, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wells Fargo Bank, National Association, a national banking association, as Trustee.

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HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, National Association as Trustee and Note Collateral Agent INDENTURE DATED AS OF APRIL 12, 2012 PROVIDING FOR ISSUANCE OF SENIOR SECURED...
Indenture • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

INDENTURE, dated as of April 12, 2012 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among HD Supply, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.

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HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Note Collateral Agent
Indenture • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • New York

INDENTURE, dated as of December 4, 2014 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among HD Supply, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.

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SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among HD Supply, Inc. (the “Borrower”), the Guarantors, Bank of America, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the...
Credit Agreement • December 4th, 2018 • Hd Supply, Inc. • Wholesale-durable goods • New York

CREDIT AGREEMENT, dated as of April 12, 2012,2012 (as amended by the First Amendment to Credit Agreement, dated as of February 15, 2013, the Second Amendment to Credit Agreement, dated as of February 6, 2014, the Incremental Agreement No. 1, dated as of August 13, 2015, the Fourth Amendment to Credit Agreement, dated as of October 14, 2016, and the Fifth Amendment to Credit Agreement, dated as of August 31, 2017), among HD Supply, Inc. (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”).

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HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, National Association as Trustee and Note Collateral Agent INDENTURE DATED AS OF APRIL 12, 2012 PROVIDING FOR ISSUANCE OF SENIOR SECURED...
Indenture • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

INDENTURE, dated as of April 12, 2012 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among HD Supply, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.

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HD Supply, Inc. $1,275,000,000 7.50% Senior Notes due 2020 Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • April 16th, 2013 • Hd Supply, Inc. • Wholesale-durable goods • New York

HD Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative, an aggregate of $1,275,000,000 7.50% Senior Notes due 2020 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), will enter into an indenture, to be dated as of the date hereof (the “Base Indenture”) and a supplemental indenture, to be dated as of the date hereof (the “Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the o

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Second Supplemental Indenture in Respect of Subsidiary Guarantees
Supplemental Indenture • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL INDENTURE, dated as of July 27, 2012 (this “Supplemental Indenture”), among VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, AP RE LLC (the “Subsidiary Guarantors”), HD SUPPLY, INC. (the “Company”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

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AMENDMENT NO. 3 TO ABL CREDIT AGREEMENT
Abl Credit Agreement • June 6th, 2017 • Hd Supply, Inc. • Wholesale-durable goods • New York

WHEREAS, the Borrowers are a party to the Predecessor ABL Credit Agreement under which the Borrowers obtained term loans under an asset-based term loan facility and revolving loans under an asset-based revolving credit facility and the Parent Borrower is a party to the Predecessor Cash Flow Credit Agreement under which the Borrower obtained term loans under a cash-flow based term loan facility and revolving loans under a cash-flow based revolving credit facility;

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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

HD Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative, an aggregate of $300,000,000 8 1/8% Senior Secured First Priority Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors, Wilmington Trust, National Association, as Trustee (the “Trustee”) and as first priority notes collateral agent (the “Note Collateral Agent”), entered into a first priority notes indenture, dated April 12, 2012 (the “Base Indenture”) and the Company, the Guarantors and the Trustee will enter into a supplemental indenture to be dated as of the date hereof (the “Supplemental Indenture” and togeth

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ASSUMPTION AGREEMENT
Assumption Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

ASSUMPTION AGREEMENT, dated as of July 27, 2012, made by VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, a Delaware limited liability company, and AP RE LLC, a Georgia limited liability company (each, an “Additional Grantor”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.

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COLLATERAL AGREEMENT made by HD SUPPLY, INC., and certain of its Subsidiaries, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION as Note Collateral Agent Dated as of April 12, 2012
Collateral Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

COLLATERAL AGREEMENT, dated as of April 12, 2012, made by HD Supply, Inc., a Delaware corporation, as issuer of the Notes (together with its successors and assigns, and as more particularly defined in the Indenture, the “Company”), and certain Subsidiaries of the Company that are signatories hereto, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent under certain of the Note Documents (as defined below) (in such capacity, and together with any successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined below). Capitalized terms defined in Section 1 hereof are used in this Agreement as so defined.

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PURCHASE AGREEMENT BY AND AMONG HD SUPPLY, INC., HD SUPPLY HOLDINGS, LLC, HD SUPPLY GP & MANAGEMENT, INC., HD SUPPLY POWER SOLUTIONS GROUP, INC., and BRAFASCO HOLDINGS II, INC., as Sellers, and ANIXTER INC. as Buyer
Purchase Agreement • July 22nd, 2015 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

This Purchase Agreement, dated as of July 15, 2015 (this “Agreement”), is by and among HD SUPPLY, INC., a Delaware corporation (“HD Supply”), HD SUPPLY HOLDINGS, LLC, a Florida limited liability company (“Holdings”), HD SUPPLY GP & MANAGEMENT, INC., a Delaware corporation (“HDS GP”), HD SUPPLY POWER SOLUTIONS GROUP, INC. a Delaware corporation (“HDS PS Group”), BRAFASCO HOLDINGS II, INC., a Delaware corporation (“Brafasco,” and collectively with HD Supply, Holdings, HDS GP and HDS PS Group, “Sellers,” and each, individually, a “Seller”), and ANIXTER INC., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

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SUPPLEMENTAL AGREEMENT
Supplemental Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL AGREEMENT, dated as of July 27, 2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “Additional Pledgor”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.

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AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 10th, 2013 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

THIS AMENDMENT (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of September 17, 2007, among HD Supply Holdings, Inc. (formerly known as HDS Investment Holding, Inc.) (the “Company”) and the stockholders from time to time party thereto (the “Agreement”), is made and entered into effective as of this 2nd day of July, 2013, by the Company, the Bain Investors, the CD&R Investors and the Carlyle Investors. All capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Agreement, and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.

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HD SUPPLY HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 8th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

This RESTRICTED STOCK AGREEMENT (this “Agreement”), effective (the “Grant Date”), is between HD Supply Holdings, Inc., a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used herein without definition shall have the meanings set forth in the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”).

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HOLDING PLEDGE AGREEMENT made by HDS HOLDING CORPORATION, as Pledgor in favor of BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent Dated as of April 12, 2012
Holding Pledge Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

HOLDING PLEDGE AGREEMENT, dated as of April 12, 2012, made by HDS Holding Corporation, a Delaware corporation (the “Pledgor”) in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.

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SUPPLEMENTAL AGREEMENT
Supplemental Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL AGREEMENT, dated as of February 6, 2014, made by HD SUPPLY HOLDINGS, LLC, a Florida limited liability company and HD SUPPLY FACILITIES MAINTENANCE, LTD., a Florida limited partnership (each, an “Additional Pledgor”), in favor of BANK OF AMERICA, N.A., as collateral agent and administrative agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Term Loan Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Term Loan Credit Agreement.

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JOINDER
Abl Joinder Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York

ABL JOINDER AGREEMENT, dated as of February 6, 2014 (this “Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”) and HD SUPPLY FM SERVICES, LLC, a Delaware limited liability company (the “Joining Borrower”) and consented to by the other Loan Parties (as hereinafter defined), GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders (the “U.S. ABL Collateral Agent”), GE CANADA FINANCE HOLDING COMPANY, as Canadian agent (the “Canadian Agent”) and Canadian collateral agent (the “Canadian Collateral Agent”) in each case for the banks and other financial institutions (the “Lenders”) from time to time parties to the ABL Credit Agreement (as hereinafter defined).

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SEPARATION AGREEMENT & RELEASE OF CLAIMS
Separation Agreement • December 8th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • Georgia

This is a Separation Agreement and Release of Claims (“Agreement” or “Release”) between HD Supply, Inc., HD Supply Holdings, Inc., their subsidiaries, affiliates, predecessors, and related entities (hereinafter collectively referred to as the “Company”) and Jerry Webb (the “Employee”).

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SUPPLEMENTAL AGREEMENT
Supplemental Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL AGREEMENT, dated as of July 27, 2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “Additional Pledgor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent and administrative agent (in such capacity, the “U.S. ABL Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the ABL Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the U.S. Guarantee and Collateral Agreement referred to below, or if not defined therein, in the ABL Credit Agreement.

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ABL HOLDING PLEDGE AGREEMENT made by HDS HOLDING CORPORATION, as Pledgor in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent Dated as of April 12, 2012
Pledge Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

ABL HOLDING PLEDGE AGREEMENT (this “Agreement”), dated as of April 12, 2012, made by HDS HOLDING CORPORATION, a Delaware corporation (the “Pledgor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.

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ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS
Abl Grant of Security Interest in Copyrights • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods

THIS ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), GE Capital, as administrative agent and collateral agent, and the other parties thereto.

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COLLATERAL AGREEMENT made by HD SUPPLY, INC., and certain of its Subsidiaries, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION as Note Collateral Agent Dated as of December 4, 2014
Collateral Agreement • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • New York

COLLATERAL AGREEMENT, dated as of December 4, 2014, made by HD Supply, Inc., a Delaware corporation, as issuer of the Notes (together with its successors and assigns, and as more particularly defined in the Indenture, the “Company”), and certain Subsidiaries of the Company that are signatories hereto, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent under certain of the Note Documents (as defined below) (in such capacity, and together with any successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined below). Capitalized terms defined in Section 1 hereof are used in this Agreement as so defined.

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SUPPLEMENTAL AGREEMENT
Supplemental Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL AGREEMENT, dated as of February 6, 2014, made by HD SUPPLY HOLDINGS, LLC, a Florida limited liability company and HD SUPPLY FACILITIES MAINTENANCE, LTD., a Florida limited partnership (each, an “Additional Pledgor”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined in the Second Lien Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Second Lien Collateral Agreement referred to below.

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ASSUMPTION AGREEMENT
Assumption Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York

ASSUMPTION AGREEMENT, dated as of February 6, 2014, made by HD SUPPLY FM SERVICES, LLC, a Delaware limited liability company (the “Additional Grantor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent and administrative agent (in such capacity, the “U.S. ABL Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the ABL Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined herein shall have the meaning ascribed to them in the ABL Guarantee and Collateral Agreement referred to below, or if not defined therein, in the ABL Credit Agreement.

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NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS
Notice and Confirmation of Grant of Security Interest in Trademarks • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods

THIS NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Borrower”), Bank of America, as administrative agent and collateral agent, and the other parties thereto.

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GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY, INC., and the Subsidiary Guarantors, in favor of BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent Dated as of April 12, 2012
Guarantee and Collateral Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 12, 2012, made by HD Supply, Inc., a Delaware corporation (the “Borrower”), and certain Subsidiaries of the Borrower that are signatories hereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.

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FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS
First Lien Secured Note Notice and Confirmation of Grant of Security Interest in Trademarks • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods

THIS FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of December [4], 2014, is made by each of the signatories hereto (each, a “Grantor”) in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as note collateral agent (in such capacity, the “Note Collateral Agent”) with respect to the 5.25% Senior Secured First Priority Notes due 2021 (the “Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Company”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to that First Supplemental Indenture, dated as of the date hereof, and as further amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 6, 2014 among HD Supply, Inc. (the “Borrower”), the Guarantors, Bank of America, N.A., as administrative agent (the “Administrative Agent”) and the Lenders party hereto (the “Lenders”). Capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Second Amendment).

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March 19, 2010 HD Supply, Inc.
Guarantee and Reimbursement Agreement • April 13th, 2010 • Hd Supply, Inc. • Wholesale-durable goods
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DIRECTOR INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 10th, 2013 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

Indemnification Agreement, dated as of , 20 (this “Agreement”), between HD Supply Holdings, Inc., a Delaware corporation (the “Company”), HD Supply, Inc., a Delaware corporation (“Opco” and, together with the Company, the “Company Entities”) and (“Indemnitee”).

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ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS
Abl Notice and Confirmation of Grant of Security Interest in Trademarks • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods

THIS ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), GE Capital, as administrative agent and collateral agent, and the other parties thereto.

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SEPARATION AGREEMENT & RELEASE OF CLAIMS
Separation Agreement • May 14th, 2010 • Hd Supply, Inc. • Wholesale-durable goods • Georgia

This is a Separation Agreement and Release of Claims (“Agreement” or “Release”) between HD Supply, Inc., its subsidiaries, affiliates, predecessors, and related entities (hereinafter the “Company”) and Mark Jamieson (the “Employee”).

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INTERCREDITOR AGREEMENT by and between GENERAL ELECTRIC CAPITAL CORPORATION as ABL Agent, BANK OF AMERICA, N.A. as Term Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION as First Lien Note Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien...
Intercreditor Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York

JOINDER, dated as of , 20 , among [COMPANY] (the “Company”), GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 for the ABL Lenders, BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Term Agent”)2 for the Term Creditors, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “First Lien Note Agent”)3 for the First Lien Noteholder Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further def

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FORM OF EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • April 13th, 2010 • Hd Supply, Inc. • Wholesale-durable goods • Delaware

This Employee Stock Option Agreement, dated as of February 3, 2010, between HDS Investment Holding, Inc., a Delaware corporation (the “Company”) and <Name> (hereinafter referred to as the “Employee”), is being entered into pursuant to the HDS Investment Holding, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 8.

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