HD SUPPLY HOLDINGS, INC. (a Delaware corporation) 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2014 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
HD Supply Holdings, Inc., a Delaware corporation (the “Company”), the investment funds listed in Schedule B-1 hereto (the “Sponsor Selling Stockholders”) and the persons listed in Schedule B-2 hereto (the “Non-Sponsor Selling Stockholders” and, together with the Sponsor Selling Stockholders, the “Selling Stockholders”), confirm their respective agreements with Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto. The aforesaid 20,000,000 shares of Common Stock to be purchas
