Second Supplemental Indenture in Respect of Subsidiary GuaranteesSupplemental Indenture • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL INDENTURE, dated as of July 27, 2012 (this “Supplemental Indenture”), among VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, AP RE LLC (the “Subsidiary Guarantors”), HD SUPPLY, INC. (the “Company”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • September 4th, 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 to the Purchase Agreement (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative, an aggregate of $300,000,000 8 1/8% Senior Secured First Priority Notes due 2019 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 first priority notes collateral agent (the “Note Collateral Agent”), entered into a first priority notes indenture, dated April 12, 2012 (the “Base Indenture”) and the Company, the Guarantors and the Trustee will enter into a supplemental indenture to be dated as of the date hereof (the “Supplemental Indenture” and togeth
ASSUMPTION AGREEMENTAssumption Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ASSUMPTION AGREEMENT, dated as of July 27, 2012, made by VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, a Delaware limited liability company, and AP RE LLC, a Georgia limited liability company (each, an “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 Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL AGREEMENT, dated as of July 27, 2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “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 Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL AGREEMENT, dated as of July 27, 2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “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 U.S. Guarantee and Collateral Agreement referred to below, or if not defined therein, in the ABL Credit Agreement.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
SUPPLEMENTAL AGREEMENT, dated as of July 27, 2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “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 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 Credit Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ASSUMPTION AGREEMENT, dated as of July 27, 2012, made by VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, a Delaware limited liability company, and AP RE LLC, a Georgia limited liability company (each, an “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 U.S. Guarantee and Collateral Agreement referred to below, or if not defined therein, in the ABL Credit Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ASSUMPTION AGREEMENT, dated as of July 27, 2012, made by VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE BUSINESS PRODUCTS, LLC, a Delaware limited liability company, and AP RE LLC, a Georgia limited liability company (each, an “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 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 Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • September 4th, 2012 • Hd Supply, Inc. • Wholesale-durable goods • New York
ABL JOINDER AGREEMENT, dated as of July 27, 2012 (this “Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), and certain operating subsidiaries of the Parent Borrower signatory hereto (each such subsidiary, a “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).
