HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, National Association as Trustee INDENTURE DATED AS OF APRIL 12, 2012 14.875% SENIOR NOTES DUE 2020Indenture • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
INDENTURE, dated as of April 12, 2012 (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.
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 Agent INDENTURE DATED AS OF APRIL 12, 2012 PROVIDING FOR ISSUANCE OF SENIOR SECURED...Indenture • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
INDENTURE, dated as of April 12, 2012 (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.
1,000,000,000 Term Loan Facility CREDIT AGREEMENT among HD Supply, Inc., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as...Credit Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
JOINDER, dated as of , 20 , among [COMPANY] (the “Company”), 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”)1 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”)2 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”)3 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 def
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 Agent INDENTURE DATED AS OF APRIL 12, 2012 PROVIDING FOR ISSUANCE OF SENIOR SECURED...Indenture • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
INDENTURE, dated as of April 12, 2012 (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.
HD Supply, Inc. $675,000,000 11% Senior Secured Second Priority Notes due 2020 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
HD Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I(b) to the Purchase Agreement (the “Initial Purchasers”), for whom Goldman, Sachs & co. is acting as representative, an aggregate of $675,000,000 11% Senior Secured Second Priority Notes due 2020 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors, Wilmington Trust, National Association, as Trustee (the “Trustee”) and as second priority notes collateral agent (the “Note Collateral Agent”), will enter into a second priority notes indenture, to be dated as of the date hereof (the “Indenture”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Co
ABL CREDIT AGREEMENT among HD SUPPLY, INC., as the Parent Borrower, The Several Canadian Borrowers from time to time party hereto, The Several Subsidiary Borrowers from time to time party hereto, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO,...Abl Credit Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ABL CREDIT AGREEMENT, dated as of April 12, 2012, among HD Supply, Inc., a Delaware corporation, (the “Parent Borrower,” as further defined in subsection 1.1), and each Subsidiary Borrower of the Parent Borrower party hereto from time to time (as further defined in subsection 1.1, and, together with the Parent Borrower and the Canadian Borrowers (as hereinafter defined), collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), General Electric Capital Corporation, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), JPMorgan Chase Bank, N.A., as the U.S. facility issuing lender and Canadian facility issuing lender (in such capacity and as further defined in subsection 1.1,
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 April 12, 2012Collateral Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
COLLATERAL AGREEMENT, dated as of April 12, 2012, 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.
HOLDING PLEDGE AGREEMENT made by HDS HOLDING CORPORATION, as Pledgor in favor of BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent Dated as of April 12, 2012Holding Pledge Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
HOLDING PLEDGE AGREEMENT, dated as of April 12, 2012, made by HDS Holding Corporation, a Delaware corporation (the “Pledgor”) in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ABL HOLDING PLEDGE AGREEMENT made by HDS HOLDING CORPORATION, as Pledgor in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent Dated as of April 12, 2012Pledge Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ABL HOLDING PLEDGE AGREEMENT (this “Agreement”), dated as of April 12, 2012, made by HDS HOLDING CORPORATION, a Delaware corporation (the “Pledgor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ABL GRANT OF SECURITY INTEREST IN COPYRIGHTSAbl Grant of Security Interest in Copyrights • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS ABL GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 2012, 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.
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSNotice and Confirmation of Grant of Security Interest in Trademarks • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of April 12, 2012, 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.
GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY, INC., and the Subsidiary Guarantors, in favor of BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent Dated as of April 12, 2012Guarantee and Collateral Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 12, 2012, made by HD Supply, Inc., a Delaware corporation (the “Borrower”), and certain Subsidiaries of the Borrower that are signatories hereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSAbl Notice and Confirmation of Grant of Security Interest in Trademarks • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of April 12, 2012, 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.
INTERCREDITOR AGREEMENT by and between GENERAL ELECTRIC CAPITAL CORPORATION as ABL Agent, BANK OF AMERICA, N.A. as Term Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION as First Lien Note Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien...Intercreditor Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
JOINDER, dated as of , 20 , among [COMPANY] (the “Company”), 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”)1 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”)2 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”)3 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 def
CASH FLOW INTERCREDITOR AGREEMENT by and among Bank of America, N.A. as Term Agent, Wilmington Trust, National Association as First Lien Note Agent, and Wilmington Trust, National Association as Second Lien Note Agent Dated as of April 12, 2012Cash Flow Intercreditor Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
This CASH FLOW INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 12, 2012 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 herein, the “Term Agent”) for the Term Creditors referred to below under the Term Credit Agreement, 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 herein, the “First Lien Note Agent”) for the First Lien Noteholder Secured Parties referred to below under the First Lien Indenture and 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 herein, the “Second Lien Note Agent”
FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTSFirst Lien Secured Note Grant of Security Interest in Copyrights • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 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 “First Priority Note Collateral Agent”) with respect to the 8 1/8% Senior Secured First Priority Notes due 2019 (the “First Priority Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Issuer”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to the 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 “First Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
U.S. GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY, INC., the Subsidiary Borrowers, and the Subsidiary Guarantors, in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as U.S. ABL Administrative Agent and as U.S. ABL Collateral Agent Dated as of...Guarantee and Collateral Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
WHEREAS, pursuant to that certain ABL Credit Agreement, dated as of the date hereof (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 any successor agreements, the “ABL Credit Agreement”), among the Parent Borrower, the Subsidiary Borrowers, the U.S. ABL Administrative Agent, the U.S. ABL Collateral Agent, GE Canada Finance Holding Company, as Canadian administrative agent (in such capacity, the “Canadian Agent”) and Canadian collateral agent, and the other parties party thereto, the U.S. ABL Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKSFirst Lien Secured Note Agreement • June 7th, 2012 • 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 April 12, 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 “First Priority Note Collateral Agent”) with respect to the 8 1/8% Senior Secured First Priority Notes due 2019 (the “First Priority Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Issuer”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to the 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 “First Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
SECOND LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTSSecond Lien Secured Note Grant of Security Interest in Copyrights • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS SECOND LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 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 “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 the date hereof (as amended pursuant to the 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 “Second Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
14.875% SENIOR NOTES DUE 2020 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT of HD SUPPLY, INC. dated as of April 12, 2012Exchange and Registration Rights Agreement • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (as amended, waived, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 12, 2012, by and among HD Supply, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company whose name appears on the signature pages hereof, as guarantors of the Initial Notes (as such and other capitalized term used herein are defined in Section 1 hereof), and each of the holders of the Securities whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 8(c) (such holders each referred to individually as a “Noteholder,” and collectively the “Noteholders”).
GRANT OF SECURITY INTEREST IN COPYRIGHTSGrant of Security Interest in Copyrights • June 7th, 2012 • Hd Supply, Inc. • Wholesale-durable goods
THIS GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of April 12, 2012, 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.
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 • June 7th, 2012 • 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 April 12, 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 “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 the date hereof (as amended pursuant to the 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 “Second Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust.
