HD SUPPLY HOLDINGS, INC. (a Delaware corporation) [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
FORM OF AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2013 • HD Supply Holdings, 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 [•] day of [•], 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT of HDS INVESTMENT HOLDING, INC. dated as of September 17, 2007Registration Rights Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of September 17, 2007, by and among HDS Investment Holding, Inc., a Delaware corporation (formerly named Pro Acquisition Corporation, the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 8(d) (such stockholders each referred to individually as a “Stockholder,” and collectively the “Stockholders”).
Form of Director Restricted Stock Unit AgreementForm of Director Restricted Stock Unit Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • Delaware
This Director Restricted Stock Unit Agreement (the “Agreement”), effective (1) (the “Grant Date”), by and between HD Supply Holdings, Inc., a Delaware corporation (the “Company”), and (the “Director”) is being entered into pursuant to the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Form of Director Deferred Stock Unit AgreementForm of Director Deferred Stock Unit Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • Delaware
This Director Deferred Stock Unit Agreement (the “Agreement”), by and between HD Supply Holdings, Inc., a Delaware corporation (the “Company”), and (the “Director”) is being entered into pursuant to the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Form of Termination Agreement]HD Supply Holdings, Inc. • June 13th, 2013 • Wholesale-durable goods • New York
Reference is made to that certain letter agreement, dated August 30, 2007 (the “Carlyle Consulting Agreement”), among HD Supply Holdings, Inc. (formerly named HDS Investment Holding, Inc.) (“Parent”), HD Supply, Inc., an indirect, wholly owned subsidiary of Parent (the “Company”) and TC Group V, L.L.C. (“TC Group V”), as assigned by TC Group V to Carlyle Investment Management L.L.C. (“Carlyle”) pursuant to the terms of the Assignment and Assumption Agreement, dated as of June 7, 2012, by and between TC Group V, the other assignors party thereto and Carlyle (such assignment having been consented to by Parent and the Company on June 7, 2012). The Carlyle Consulting Agreement sets forth, among other things, the fees to be paid to Carlyle by the Company for Consulting Services and transaction services to be performed by Carlyle or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Carlyle Consulting Agreement.
Form of Termination Agreement]Termination Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
Reference is made to that certain amended and restated letter agreement, dated November 23, 2009 (the “CD&R Consulting Agreement”), among HD Supply Holdings, Inc. (formerly named HDS Investment Holding, Inc.) (“Parent”), HD Supply, Inc., an indirect, wholly owned subsidiary of Parent (the “Company”) and Clayton, Dubilier & Rice, LLC (“CD&R”). The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by the Company for Consulting Services and transaction services to be performed by CD&R or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of HDS INVESTMENT HOLDING, INC. dated as of September 21, 2007Stockholders Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of September 21, 2007, among HDS INVESTMENT HOLDING, INC., a Delaware corporation (formerly known as Pro Acquisition Corporation, the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person (as defined below) who becomes a party hereto pursuant to Section 3.1(b) or who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.
Form of Termination Agreement]HD Supply Holdings, Inc. • June 13th, 2013 • Wholesale-durable goods • New York
Reference is made to that certain letter agreement, dated August 30, 2007 (the “Bain Consulting Agreement”), among HD Supply Holdings, Inc. (formerly named HDS Investment Holding, Inc.) (“Parent”), HD Supply, Inc., an indirect, wholly owned subsidiary of Parent (the “Company”) and Bain Capital Partners, LLC (“Bain”). The Bain Consulting Agreement sets forth, among other things, the fees to be paid to Bain by the Company for Consulting Services and transaction services to be performed by Bain or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bain Consulting Agreement.
HD SUPPLY HOLDINGS, INC. EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • Delaware
This Executive Stock Option Agreement (the “Agreement”), effective as of the date on which occurs the pricing of the shares of Common Stock in connection with the Company’s initial public offering (the “Grant Date”), between HD Supply Holdings, Inc., a Delaware corporation, and [ ] (hereinafter referred to as the “Executive”), is being entered into pursuant to the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms used herein without definition shall have the meanings set forth in the Plan.
FORM OF AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 13th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • Delaware
THIS AMENDMENT (this “Amendment”) to the Second Amended and Restated Stockholders Agreement, dated as of September 21, 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 [·] day of [·], 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.
