HD SUPPLY HOLDINGS, INC. FORM OF RESTRICTED STOCK AGREEMENT FOR EXECUTIVE OFFICERS AND ASSOCIATESRestricted Stock Agreement • March 25th, 2014 • 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”).
SUPPLEMENTAL AGREEMENTSupplemental 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.
JOINDERAbl 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).
SUPPLEMENTAL AGREEMENTSupplemental 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.
ASSUMPTION AGREEMENTAssumption 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.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit 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).
ASSUMPTION AGREEMENTAssumption 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined in the First Lien Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the First Lien Collateral Agreement referred to below.
ASSUMPTION AGREEMENTAssumption 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 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.
SUPPLEMENTAL AGREEMENTSupplemental 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 First Lien Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the First Lien Collateral Agreement referred to below.
Fourth Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL INDENTURE, dated as of February 6, 2014 (this “Supplemental Indenture”), among HD SUPPLY FM SERVICES, LLC (the “Subsidiary Guarantor”), HD SUPPLY, INC. (the “Company”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the First Lien Indenture referred to below.
Second Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL INDENTURE, dated as of February 6, 2014 (this “Supplemental Indenture”), among HD SUPPLY FM SERVICES, LLC (the “Subsidiary Guarantor”), HD SUPPLY, INC. (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Senior 11.50% Indenture referred to below.
Third Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL INDENTURE, dated as of February 6, 2014 (this “Supplemental Indenture”), among HD SUPPLY FM SERVICES, LLC (the “Subsidiary Guarantor”), HD SUPPLY, INC. (the “Company”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the Second Lien Indenture referred to below.
Second Supplemental Indenture in Respect of Subsidiary GuaranteeSupplemental Indenture • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL INDENTURE, dated as of February 6, 2014 (this “Supplemental Indenture”), among HD SUPPLY FM SERVICES, LLC (the “Subsidiary Guarantor”), HD SUPPLY, INC. (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Senior 7.50% Indenture referred to below.
ASSUMPTION AGREEMENTAssumption 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 BANK OF AMERICA, NA., 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 such the Term Loan Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Term Loan Credit Agreement.
SUPPLEMENTAL AGREEMENTSupplemental 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 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.
Pro Acquisition Corporation c/o HD Supply, Inc. Atlanta, GA 30339Employment Agreement • March 25th, 2014 • Hd Supply, Inc. • Wholesale-durable goods • Delaware
As you know, Pro Acquisition Corporation has entered into an agreement to acquire HD Supply, Inc., from The Home Depot, Inc. This letter confirms that, upon and subject to the closing of the acquisition, your employment as an at-will employee will continue on the same terms as those in effect prior to closing. Specifically, after closing (i) your base salary and target annual cash bonus opportunity will be not less than before closing, (ii) your principal place of employment will remain in the same metropolitan area, and (iii) you will report directly to Joe DeAngelo, HD Supply’s Chief Executive Officer.
