FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Exhibit 10.15

EXECUTION VERSION

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

THIS FIRST LIEN SECURED NOTE 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 WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as note collateral agent (in such capacity, the “First Priority Note Collateral Agent”) with respect to the 8 ¹/8% Senior Secured First Priority Notes due 2019 (the “First Priority Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Issuer”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to the 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 “First Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.

WHEREAS, pursuant to the Collateral Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “First Priority Note Collateral Agreement”), among the Issuer, certain Subsidiaries of the Issuer and the First Priority Note Collateral Agent, each Grantor granted to the First Priority Note Collateral Agent a security interest in its Intellectual Property, including Trademarks; and

WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, subject to the conditions of the First Priority Notes Indenture, each Grantor agrees, for the benefit of the First Priority Note Collateral Agent, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context other-wise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the First Priority Notes Indenture and the First Priority Note Collateral Agreement.

SECTION 2. Confirmation of Security Interest. Each Grantor hereby confirms that pursuant to the First Priority Note Collateral Agreement, subject to existing licenses to use the Trademarks granted by such Grantor in the ordinary course of its business, it granted to the First Priority Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Trademarks of such Grantor (including, without limitation, those items listed on Schedule A hereto under such Grantor’s name) and to the extent not otherwise included, all Proceeds and products of any and all of the Trademarks, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such

Grantor, except that no security interest is or will be granted pursuant thereto or any other Note Security Document in any right, title or interest of such Grantor under or in any Trademark Licenses with Persons other than the Issuer, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent that, the granting of such a security interest pursuant thereto would result in a breach, default or termination of such Trademark Licenses.

SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors for the purpose of recording the security interest granted pursuant to the First Priority Note Collateral Agreement with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the First Priority Note Collateral Agreement. The First Priority Note Collateral Agreement (and all rights and remedies of the First Priority Note Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4. Acknowledgment. Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the First Priority Note Collateral Agent with respect to the security interest in the Trademarks are fully set forth in the First Priority Notes Indenture and the First Priority Note Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

CREATIVE TOUCH INTERIORS, INC.
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HD SUPPLY REPAIR & REMODEL, LLC
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HD SUPPLY FACILITIES MAINTENANCE, LTD.
By: HD Supply GP & Management, Inc., its general partner
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HSI IP, INC.
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

WHITE CAP CONSTRUCTION SUPPLY, INC.
By: HD Supply Support Services, Inc., its managing member
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

XXXXXXXX BROS. LUMBER COMPANY, LLC
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HD SUPPLY SUPPORT SERVICES, INC.
By:		/s/ Xxxxxxxxx Xxxxxx
		Name:		Xxxxxxxxx Xxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

PROVALUE, LLC
By: HD Supply Support Services, Inc., its managing member
By:		/s/ Xxxxxxxxx Xxxxxx
		Name:		Xxxxxxxxx Xxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HDS IP HOLDING, LLC
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Priority Note Collateral Agent
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President

FIRST XXXX SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Schedule A

Trademarks

HD Supply Repair & Remodel, LLC

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
CW CONTRACTORS’ WAREHOUSE and Design		Registered		RN: 1,753,027		2/16/1993

Creative Touch Interiors, Inc.

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
CTE CREATIVE TOUCH EXTERIORS and Design		Registered		RN: 2,991,212		9/6/2005
CTI CREATIVE TOUCH INTERIORS and Design		Registered		RN: 2,988,553		8/30/2005
CTM CREATIVE TOUCH MAINTENANCE		Registered		RN: 2,988,552		8/30/2005

HD Supply Facilities Maintenance, Ltd.

TRADEMARK		Status		Ser. No./Reg. No.				App. Date/ Reg. Date
MAINTENANCE WAREHOUSE		Registered			RN: 3,563,112				1/20/2009

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HDS IP Holding, LLC

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
ALWAYS ON THE JOB		Registered		RN: 4,079,895		1/3/2012
AQUAGUARD		Registered		RN: 0,720,199		8/22/1961
AQUATRAC		Registered		RN: 2,945,650		5/3/2005
BEST BUSINESS ELECTRONIC SOLUTION TECHNOLOGIES (stylized)		Registered		RN: 3,611,013		4/28/2009
BRIGADE (Multistar stylization)		Registered		RN: 3,845,600		9/7/2010
BRIGADE (Multistar stylization)		Registered		RN: 3,928,403		3/8/2011
BRIGADE (star stylization)		Registered		RN: 3,865,925		10/19/2010
CLEARCAN		Registered		RN: 2,887,975		9/21/2004
COREPRO		Registered		RN: 2,426,425		2/6/2001
COTTON BAY		Registered		RN: 3,627,904		5/26/2009
COTTON BAY		Registered		RN: 3,679,770		9/8/2009
CROWN BOLT		Registered		RN: 1,644,947		5/21/1991
HD SUPPLY		Registered		RN: 3,559,162		1/6/2009
HD SUPPLY FIRE PROTECTION (stylized)		Registered		RN: 3,671,809		8/25/2009
HD SUPPLY (logo)		Registered		RN: 3,454,324		6/24/2008
HD SUPPLY (logo)		Registered		RN: 3,550,632		12/23/2008
HD SUPPLY WATERWORKS (stylized)		Registered		RN: 3,468,515		7/15/2008
HOME IMPROVEMENT PRODUCTS DIRECT (stylized)		Registered		RN: 3,478,426		7/29/2008
HOUSE-MATES HARDWARE		Registered		RN: 2,286,367		10/12/1999
I (stylized)		Registered		RN: 3,679,438		9/8/2009
IDEALLYGREEN		Registered		RN: 3,523,340		10/28/2008
Design only		Registered		RN: 2,621,865		9/17/2002
Design only		Registered		RN: 2,779,848		11/4/2003
LOCAL SERVICE NATIONWIDE		Registered		RN: 3,665,886		8/11/2009
PERFECT SEAL		Registered		RN: 4,001,186		7/26/2011
POWERSCOPE		Registered		RN: 3,461,922		7/8/2008

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TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
SEASONS (stylized)		Registered		RN: 3,835,518		8/17/2010
SEASONS GOLD (stylized)		Registered		RN: 3,850,430		9/21/2010
SHIELD SECURITY		Registered		RN: 2,949,257		5/10/2005
TOTAL CHOICE ADVANTAGE PROGRAM		Registered		RN: 3,911,575		1/25/2011
VISTRA		Registered		RN: 3,895,271		12/21/2010
WE GOT IT YOU GET IT AND YOU’RE GONE		Registered		RN: 3,632,249		6/2/2009
USA BLUEBOOK and Design		Registered		RN: 2,266,004		8/3/1999
USABLUEBOOK		Registered		RN: 2,236,393		4/6/1999
USABLUEBUCKS		Registered		RN: 3,224,814		4/3/2007
UTILITY SUPPLY OF AMERICA		Registered		RN: 2,252,348		6/15/1999

HSI IP, Inc.

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
ASPEN		Registered		RN: 2,455,675		5/29/2001
BAJA		Registered		RN: 2,243,286		5/4/1999
BRIGHTON		Registered		RN: 3,086,948		5/2/2006
CHAMPION		Registered		RN: 2,995,438		9/13/2005
CHAMPION METALS		Registered		RN: 2,948,182		5/10/2005
CHAMPION PLUS		Registered		RN: 2,944,121		4/26/2005
CHAMPION VINYL		Registered		RN: 2,944,120		4/26/2005
CHAMPION WINDOW COVERINGS (stylized)		Registered		RN: 3,535,469		11/18/2008
DUROGUARD		Pending		SN: 77/841,144		10/5/2009
ELASCO		Registered		RN: 1,818,239		1/25/1994
ELASCO (stylized)		Registered		RN: 1,843,279		7/5/1994
EWARDS		Registered		RN: 2,983,752		8/9/2005
H (and design w/shield)		Registered		RN: 1,078,126		11/22/1977

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TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
XXXXXX		Registered		RN: 2,288,983		10/26/1999
XXXXXX EWARDS		Registered		RN: 3,004,848		10/4/2005
XXXXXX XXXXX		Registered		RN: 2,991,505		9/6/2005
MINALOY		Registered		RN: 1,033,014		2/10/1976
MINE TUFF		Registered		RN: 1,381,417		2/4/1986
PROFESSIONAL QUALITY. EXCEPTIONAL VALUE.		Registered		RN: 3,288,848		9/4/2007
PROVALUE		Registered		RN: 2,863,412		7/13/2004
RIO		Registered		RN: 1,929,737		10/24/1995
SOLUTIONS. SUPPLY. SERVICE.		Registered		RN: 3,054,307		1/31/2006
SOME YOU SEE SOME YOU DON’T		Registered		RN: 2,597,962		7/23/2002
TERMINATOR		Registered		RN: 2,729,726		6/24/2003
THE PRODUCTS YOU WANT! THE SERVICE YOU DESERVE!		Registered		RN: 2,514,480		9/4/2001
THE SOURCE		Registered		RN: 2,360,623		6/20/2000

HD Supply Support Services, Inc.

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
HD SUPPLY SUPPORT SERVICES, INC.		Registered		RN: 3,835,928		8/17/2010

ProValue, LLC

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
PROVALUE		Registered		RN: 3,545,345		12/9/2008

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White Cap Construction Supply, Inc.

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
BLACK MARLIN		Registered		RN: 3,299,068		9/25/2007
CONTRACTOR TRADER		Registered		RN: 2,997,227		9/20/2005
PANEL-PRO		Registered		RN: 2,966,934		7/12/2005
PANEL-PRO TILT-UP ESTIMATING SOFTWARE		Registered		RN: 2,901,054		11/9/2004
PANEL-TRAK		Registered		RN: 2,987,418		8/23/2005
WC and Design		Registered		RN: 2,385,183		9/12/2000
WC PHENOLOIC PLY (stylized)		Registered		RN: 3,416,045		4/22/2008
WCFP WHITE CAP FORMING PANEL (stylized)		Registered		RN: 3,416,044		4/22/2008
WHITE CAP		Registered		RN: 3,048,812		1/24/2006
WHITE CAP (Stylized)		Registered		RN: 3,026,834		12/13/2005
WHITE CAP (stylized)		Registered		RN: 1,478,065		2/23/1988
WHITE CAP CONSTUCTION SUPPLY		Registered		RN: 2,927,946		2/22/2005
WHITE CAP CUSTOM SHOP 1976-2006 (stylized)		Registered		RN: 3,396,239		3/11/2008
WHITE CAP CUSTOM SHOP COAST TO COAST 19676-2006 (stylized)		Registered		RN: 3,396,238		3/11/2008

Xxxxxxxx Bros. Lumber Company, LLC

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/ Reg. Date
THE NAME PROFESSIONALS BUILD ON		Registered		RN: 3,070,996		3/21/2006
WB		Registered		RN: 1,297,296		9/25/1984
WB		Registered		RN: 1,241,620		6/7/1983
WB		Registered		RN: 1,237,828		5/10/1983
WB		Registered		RN: 1,297,295		9/25/1984
WB		Registered		RN: 3,185,687		12/16/2006

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