May 24, 2007Strategic Alternatives Agreement • September 4th, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers • Delaware
As you are aware, The Home Depot, Inc. (the “Company”) is exploring strategic alternatives with respect to HD Supply, Inc. and its subsidiaries, (“HDS,” which for purposes of this Agreement shall include its successors as provided in Section 14 hereof) and the businesses comprising the HDS financial reporting segment (together with HDS, the “HDS Business Segment”). As you know, such alternatives include the possibility of a sale of the HDS Business Segment to a third party (any sale to a third party of the companies/business divisions comprising the HDS Business Segment having aggregate annualized sales (as set forth in the HDS business plan for Fiscal 2007) of at least 70% of the aggregate annualized sales of the HDS Business Segment (as set forth in HDS business plan for Fiscal 2007), a “Sale,” it being understood that neither an initial public offering of some or all of the HDS Business Segment nor a spin-off to the Company’s shareholders of some or all of the companies/business div
COMMITMENT LETTERCommitment Letter • September 4th, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
Default Rate Overdue amounts (including overdue interest) will bear interest at a rate equal to 2% per annum above the applicable rate.
AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 4th, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers
This AMENDMENT NO. 3, dated as of August 27, 2007 (this “Amendment”), to the Purchase and Sale Agreement, dated as of June 19, 2007, as amended by Amendment No. 1 dated August 14, 2007 and Amendment No. 2 dated August 23, 2007 (“Amendment No. 2”) (as further amended by this Amendment, the “Purchase Agreement”), is made and entered into by and among The Home Depot, Inc., a Delaware corporation (“Parent”), THD Holdings, LLC, a Delaware limited liability company wholly owned by Parent, Home Depot International, Inc., a Delaware corporation wholly owned by Parent (THD Holdings, LLC and Home Depot International, Inc., collectively, the “Sellers”), Homer TLC, Inc., a Delaware corporation wholly owned by Parent (the “IP Seller”), HDS Investment Holding, Inc. a Delaware corporation formerly known as Pro Acquisition Corporation (“Purchaser”) and HDS Acquisition Subsidiary, Inc., a Delaware corporation (“HDS Acquisition”).
