HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Note Collateral AgentIndenture • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • New York
INDENTURE, dated as of December 4, 2014 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among HD Supply, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.
COLLATERAL AGREEMENT made by HD SUPPLY, INC., and certain of its Subsidiaries, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION as Note Collateral Agent Dated as of December 4, 2014Collateral Agreement • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • New York
COLLATERAL AGREEMENT, dated as of December 4, 2014, made by HD Supply, Inc., a Delaware corporation, as issuer of the Notes (together with its successors and assigns, and as more particularly defined in the Indenture, the “Company”), and certain Subsidiaries of the Company that are signatories hereto, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent under certain of the Note Documents (as defined below) (in such capacity, and together with any successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined below). Capitalized terms defined in Section 1 hereof are used in this Agreement as so defined.
FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSFirst Lien Secured Note Notice and Confirmation of Grant of Security Interest in Trademarks • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
THIS FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of December [4], 2014, 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 “Note Collateral Agent”) with respect to the 5.25% Senior Secured First Priority Notes due 2021 (the “Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Company”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to that 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 “Indenture”), among the Company, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTSFirst Lien Secured Note Grant of Security Interest in Copyrights • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
THIS FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of December [4], 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 “Note Collateral Agent”) with respect to the 5.25% Senior Secured First Priority Notes due 2021 (the “Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Company”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to that 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 “Indenture”), among the Company, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
TERM NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSTerm Notice and Confirmation of Grant of Security Interest in Trademarks • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
THIS NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as December 4, 2014, is made by each of the signatories hereto (each, a “Grantor”) in favor of BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Borrower”), Bank of America, as administrative agent and collateral agent, and the other parties thereto.
FIRST LIEN INDENTURE JOINDER — CASH FLOW INTERCREDITOR AGREEMENTCash Flow Intercreditor Agreement • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
JOINDER, dated as of December 4, 2014, among Bank of America, N.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Term Agent”) for the Term Creditors, Wilmington Trust, National Association, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “First Lien Note Agent”) for the First Lien Noteholder Secured Parties, Wilmington Trust, National Association, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Second Lien Note Agent”) for the Second Lien Noteholder Secured Parties, and Wilmington Trust, National Association, in its capacity as collateral agent for the Joining First Lien Noteholder Secured Parties (as defined her
SEPARATION AGREEMENT & RELEASE OF CLAIMSSeparation Agreement • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods • Georgia
This is a Separation Agreement and Release of Claims (“Agreement” or “Release”) between HD Supply, Inc., HD Supply Holdings, Inc., their subsidiaries, affiliates, predecessors, and related entities (hereinafter collectively referred to as the “Company”) and Ricardo Nunez (the “Employee”).
ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSAbl Notice and Confirmation of Grant of Security Interest in Trademarks • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
THIS ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of December 4, 2014, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), GE Capital, as administrative agent and collateral agent, and the other parties thereto.
SECOND LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSSecond Lien Secured Note Notice and Confirmation of Grant of Security Interest in Trademarks • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
THIS SECOND LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of December 4, 2014, 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 “Second Priority Note Collateral Agent”) with respect to the 11% Senior Secured Second Priority Notes due 2020 (the “Second Priority Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Issuer”) pursuant to the Indenture, dated as of April 12, 2012 (as amended pursuant to the First Supplemental Indenture, dated as of April 12, 2012, and as further amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “Second Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
FIRST LIEN INDENTURE JOINDER — BASE INTERCREDITOR AGREEMENTFirst Lien Indenture Joinder - Base Intercreditor Agreement • March 24th, 2015 • Hd Supply, Inc. • Wholesale-durable goods
JOINDER, dated as of December 4, 2014, among GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”) for the ABL Lenders, BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Term Agent”) for the Term Creditors, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “First Lien Note Agent”) for the First Lien Noteholder Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercr
