HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 2012

Exhibit 4.12

HD SUPPLY, INC.

as Issuer

and

the Subsidiary Guarantors from time to time party to the Indenture

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF OCTOBER 15, 2012

11.50% Senior Notes Due 2020

FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 2012 (this “Supplemental Indenture”), among HD Supply, Inc. (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Xxxxx Fargo Bank, National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are party to an Indenture, dated as of October 15, 2012 (as amended, supplemented, waived or otherwise modified, the “Indenture”), relating to the issuance from time to time by the Company of senior notes in series;

WHEREAS, Section 901(6) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein;

WHEREAS, in connection with the issuance of the 2020 Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2020 Notes as hereinafter described; and

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Title of Notes. There shall be a series of Notes of the Company designated the “11.50% Senior Notes due 2020” (the “2020 Notes”).

3. Maturity Date. The final Stated Maturity of the 2020 Notes shall be July 15, 2020.

4. Interest and Interest Rates. Interest on the Outstanding principal amount of 2020 Notes will accrue at the rate of 11.50% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year and at maturity, commencing on April 15, 2013, to holders of record on the immediately preceding April 1 and October 1, respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the 2020 Notes will accrue from

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the most recent date to which interest has been paid or provided for or, if no interest has been paid, from October 15, 2012, except that interest on any Additional 2020 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional 2020 Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional 2020 Notes (or if the date of issuance of such Additional 2020 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2020 Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.

5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of 2020 Notes that may be authenticated and delivered and Outstanding under the Indenture is not limited. The aggregate principal amount of the 2020 Notes shall initially be $1,000 million. The Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the 2020 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with, the 2020 Notes (any such Additional Notes, “Additional 2020 Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 301 of the Indenture.

6. Redemption. (a) The 2020 Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after October 15, 2016 and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address and the Company shall notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The 2020 Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month period commencing on October 15 of the years set forth below:

Redemption Period		Price
2016			105.750	%
2017			102.875	%
2018 and thereafter			100.000	%

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(b) In addition, at any time and from time to time prior to October 15, 2015, the Company at its option may redeem 2020 Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including the principal amount of any Additional 2020 Notes, or any other Additional Notes of the same series as the 2020 Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 111.500%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to Section 307 of the Indenture); provided, however, that an aggregate principal amount of 2020 Notes equal to at least 50% of the original aggregate principal amount of 2020 Notes (including the principal amount of any Additional 2020 Notes, or any other Additional Notes of the same series as the 2020 Notes) must remain outstanding immediately after each such redemption.

The Company may make such redemption upon notice mailed by first-class mail to each Holder’s registered address, and the Company shall notify the Trustee of such Redemption Date and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering.

(c) At any time prior to October 15, 2016, 2020 Notes may also be redeemed in whole or in part, at the Company’s option, at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to Section 307 of the Indenture). Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address, and the Company shall notify the Trustee of such Redemption Date and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment of the Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control.

“Applicable Premium” means, with respect to an 2020 Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such 2020 Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such 2020 Note on

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October 15, 2016 (such redemption price being that described in Section 6(a)), plus (2) all required remaining scheduled interest payments due on such 2020 Note through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such 2020 Note on such Redemption Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee.

“Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to October 15, 2016; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

7. Section 409. Section 409(c) of the Indenture shall apply without modification to 2020 Notes.

8. Form. The 2020 Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and either Exhibit A or Exhibit B annexed to the Indenture, in each case as provided for in Section 201 of the Indenture (as such form may be modified in accordance with Section 301 of the Indenture).

9. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

10. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

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11. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

12. Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

HD SUPPLY, INC.
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Senior Vice President, Strategic
				Business Development

[Signature Page to First Supplemental Indenture]

BRAFASCO HOLDINGS II, INC.
BRAFASCO HOLDINGS, INC.
CREATIVE TOUCH INTERIORS, INC.
GCP AMERIFILE COINVEST INC.
HD SUPPLY CONSTRUCTION SUPPLY GROUP, INC.
HD SUPPLY FACILITIES MAINTENANCE GROUP, INC.
HD SUPPLY FASTENERS & TOOLS, INC.
HD SUPPLY GP & MANAGEMENT, INC.
HD SUPPLY MANAGEMENT, INC.
HD SUPPLY UTILITIES GROUP, INC.
HD SUPPLY WATERWORKS GROUP, INC.
HSI IP, INC.
VARSITY AP HOLDING CORPORATION
WHITE CAP CONSTRUCTION SUPPLY, INC.
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
AMERIFILE, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
AP RE LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HD BUILDER SOLUTIONS GROUP, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President

[Signature Page to First Supplemental Indenture]

HD SUPPLY HOLDINGS, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HD SUPPLY REPAIR & REMODEL, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
PEACHTREE BUSINESS PRODUCTS, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
VARSITY AP HOLDINGS LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
LBM HOLDINGS, LLC
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President

[Signature Page to First Supplemental Indenture]

HD SUPPLY CONSTRUCTION SUPPLY, LTD.
By:		HD Supply GP & Management, Inc., its general partner
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HD SUPPLY ELECTRICAL, LTD.
By:		HD Supply GP & Management, Inc., its general partner
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HD SUPPLY FACILITIES MAINTENANCE, LTD.
By:		HD Supply GP & Management, Inc., its general partner
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HD SUPPLY UTILITIES, LTD.
By:		HD Supply GP & Management, Inc., its general partner
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President

[Signature Page to First Supplemental Indenture]

HD SUPPLY WATERWORKS, LTD.
By:		HD Supply GP & Management, Inc., its general partner
By:		/s/ Vidya Chauhan
		Name:		Vidya Chauhan
		Title:		Vice President
HDS IP HOLDING, LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President
HD SUPPLY DISTRIBUTION SERVICES, LLC
By:		HD Supply GP & Management, Inc., as manager
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Secretary
HD SUPPLY SUPPORT SERVICES, INC.
By:		/s/ Xxxxxxxxx Xxxxxx
		Name:		Xxxxxxxxx Xxxxxx
		Title:		Vice President
PROVALUE, LLC
By:		HD Supply Support Services, Inc., its managing manager
By:		/s/ Xxxxxxxxx Xxxxxx
		Name:		Xxxxxxxxx Xxxxxx
		Title:		Vice President

[Signature Page to First Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Stefan Victory
		Name:		Stefan Victory
		Title:		Vice President

[Signature Page to First Supplemental Indenture]