Clayton, Dubilier & Rice, LLC 375 Park Avenue 18th Floor New York, New York 10152Original Consulting Agreement • June 4th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
By letter agreement dated as of August 30, 2007 (the “Original Consulting Agreement”), HD Supply, Inc. (the “Company”), an indirect, wholly owned subsidiary of HDS Investment Holding, Inc. (formerly named Pro Acquisition Corporation) (“Parent”), retained Clayton, Dubilier & Rice, Inc. (“CD&R Inc.”), to provide management, consulting and financial services to Parent, the Company and its and their divisions, subsidiaries and affiliates (collectively, the “Company Group”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2013 • HD Supply Holdings, Inc. • Wholesale-durable goods • New York
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated as of November 23, 2009 (this “Agreement”), is entered into by and among HDS Investment Holding, Inc., a Delaware corporation (the “Company”), HD Supply, Inc., a Delaware corporation (formerly incorporated in Texas) (“Opco” and, together with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership (the “Parallel Fund”), Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., a Cayman Islands exempted limited partnership (the “Co-Investment Fund” and, together with the Parallel Fund, the “Other Investors”), Clayton, Dubilier & Rice, Inc., a Delaware corporation, (“CD&R Inc.”), Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (the “Manager”) and the successor to the investment management business of CD&R Inc., and Clayton, Dubilier & Rice Holdings, L.P.,
