0001193125-09-147481 Sample Contracts

HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF August 30, 2007 12.0% SENIOR CASH PAY NOTES DUE 2014
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • New York

INDENTURE, dated as of August 30, 2007 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among the Company (as defined herein), the Subsidiary Guarantors from time to time parties hereto, and Wells Fargo Bank, National Association, as Trustee.

HD SUPPLY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF August 30, 2007 13.5% SENIOR SUBORDINATED NOTES DUE 2015
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • New York

INDENTURE, dated as of August 30, 2007 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among the Company (as defined herein), the Subsidiary Guarantors from time to time parties hereto, and Wells Fargo Bank, National Association, as Trustee.

AMENDED AND RESTATED OPERATING AGREEMENT OF HD SUPPLY HOLDINGS, LLC
Operating Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Florida

This Amended and Restated Operating Agreement (this “Agreement”) of HD Supply Holdings, LLC, is entered into effective as of the 29th day of January, 2007, by HD Supply, Inc., a Texas corporation, as the sole member of the limited liability company (the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS BROS. LUMBER COMPANY, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Delaware

HD Supply Holdings, LLC, a Florida limited liability company, hereby declares the following to be the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Williams Bros. Lumber Company, LLC f/k/a Peach Acquisition Sub, LLC, a Delaware limited liability company, in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 to § 18-1109 (the “Act”) as of this 29th day of January, 2007:

LIMITED LIABILITY COMPANY AGREEMENT OF PRO VALUE, LLC
Limited Liability Company Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Delaware

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Pro Value, LLC, is entered into effective as of the 14th day of June, 2004, by Hughes Supply Shared Services, Inc., as the sole member of the limited liability company (the “Member”).

ABL HOLDING PLEDGE AGREEMENT made by HDS HOLDING CORPORATION, as Pledgor in favor of MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. as Administrative Agent and as Collateral Agent Dated as of August 30, 2007
Holding Pledge Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

ABL HOLDING PLEDGE AGREEMENT, dated as of August 30, 2007, made by HDS Holding Corporation, a Delaware corporation (“Pledgor”) in favor of MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., 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.

HD Supply, Inc. (successor by merger to HDS Acquisition Subsidiary, Inc.) $1,300,000,000 13.5% Senior Subordinated Notes due 2015 Exchange and Registration Rights Agreement
Rights Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

HDS Acquisition Subsidiary, Inc., a Delaware corporation (“Acquisition Co.”), to be merged with and into HD Supply, Inc., a Texas corporation (the “Company”), pursuant to the Merger (as defined below), and the Guarantors named in the signature pages hereto, propose to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule 1 to the Purchase Agreement (the “Purchasers”), an aggregate of $1,300,000,000 principal amount of 13.5% Senior Subordinated Notes due 2015 of the Company (the “Notes”). The Notes will issued pursuant to an Indenture, to be dated as of August 30, 2007 (the “Indenture”) between Acquisition Co. and Wells Fargo Bank, National Association, as Trustee (the “Senior Trustee”), as supplemented by the supplemental indenture pursuant to which the Company and the Guarantors will become parties to the Indenture. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condit

May 24, 2007
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • 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

CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY CANADA INC., as the Canadian Borrower - and - PRO CANADIAN HOLDINGS I, ULC - and - CND HOLDINGS, INC. - and - The several Subsidiary Guarantors signatory hereto, in favor of MERRILL LYNCH...
Guarantee and Collateral Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Ontario

CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 5, 2007, among HD SUPPLY CANADA INC., an Ontario amalgamated corporation, (the “Canadian Borrower”), PRO CANADIAN HOLDINGS I, ULC, a Nova Scotia unlimited company (“Holdings ULC”), CND HOLDINGS, INC., a Delaware corporation (“CND Holdings”), and certain Subsidiary Guarantors party hereto from time to time, in favor of MERRILL LYNCH CAPITAL CANADA INC., as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”) and Canadian administrative agent (in such capacity, the “Canadian Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the ABL Credit Agreement described below.

OPERATING AGREEMENT OF PARK-EMP, LLC
Operating Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Florida

This OPERATING AGREEMENT (the “Operating Agreement”) is created the date below written, by Cox Lumber Co., a Florida corporation (“Member”).

Merger Supplemental Indenture
Merger Supplemental Indenture • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL INDENTURE, dated as of August 30, 2007 (this “Supplemental Indenture”), between HD Supply, Inc., a corporation organized under the laws of the state of Texas (the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

This INDEMNIFICATION AGREEMENT, dated as of August 30, 2007 (the “Agreement”), is among HDS Investment Holding, Inc., a Delaware corporation (formerly named Pro Acquisition Corporation, the “Company”), HD Supply, Inc., a Texas corporation (to be reincorporated in Delaware) (“Opco” and, together with the Company, the “Company Entities”), Bain Capital Integral Investors 2006, LLC (the “Fund”) and Bain Capital Partners, LLC (“the Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.

ABL CREDIT AGREEMENT among HDS ACQUISITION SUBSIDIARY, INC., to be merged with and into 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...
Credit Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

ABL CREDIT AGREEMENT, dated as of August 30, 2007, among HDS ACQUISITION SUBSIDIARY, INC., a Delaware corporation (“Acquisition Corp.” and, together with any assignee of, or successor by merger to, Acquisition Corp.’s rights and obligations hereunder (including HD Supply, Inc. as a result of the Merger (as defined below)) as provided herein, 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”), MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (“Merrill Lynch”), as administrative age

AMENDMENT NO. 1 TO PLEDGE OF BOND AGREEMENT
Pledge of Bond Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods

This AMENDMENT NO. 1 to the PLEDGE OF BOND AGREEMENT (as defined below), dated as of November 1, 2007 (this “Amendment”), is entered into among HD SUPPLY CANADA INC., an Ontario amalgamated corporation (the “Canadian Borrower”) and MERRILL LYNCH CAPITAL CANADA INC., as Canadian Agent and mandatary (in such capacity, the “Canadian Agent”).

Third Supplemental Indenture
Third Supplemental Indenture • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of October 30, 2007 (this “Third Supplemental Indenture”), among HD Supply, Inc., a corporation duly organized and existing under the laws of the State of Delaware and successor in interest to HDS Acquisition Subsidiary, Inc. (together with its respective successors and assigns, the “Company”), Arvada Hardwood Floor Company, Brafasco Holdings II, Inc., Brafasco Holdings, Inc., Creative Touch Interiors, Inc., Floorworks, Inc., Grand Floor Designs, Inc., HD Builder Solutions Group, Inc., HD Supply Construction Supply Group, Inc., HD Supply Distribution Services, LLC, HD Supply Facilities Maintenance Group, Inc., HD Supply GP & Management, Inc., HD Supply Plumbing/HVAC Group, Inc., HD Supply Repair & Remodel, LLC, HD Supply Support Services, Inc., HD Supply Utilities Group, Inc., HD Supply Waterworks Group, Inc., HSI IP, Inc., ProValue, LLC, Southwest Stainless, L.P., Sunbelt Supply Canada, Inc., White Cap Construction Supply, Inc., Williams Bros. Lu

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUGHES MRO, LTD.
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • Florida

This Amended and Restated Agreement of Limited Partnership of Hughes MRO, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), Hughes MRO Holdings, LLC, a Delaware limited liability company f/k/a Hughes MRO #2, LLC (“MRO LLC”), Hughes Holdings, LLC, a Florida limited liability company (“Holdings LLC”), HSI Properties, LLC, a Delaware limited liability company (“HSI Properties”), Hughes Supply (VA), Inc., a Virginia corporation (“Virginia”), Hughes MRO, Inc., a Florida corporation (“MRO Inc.”), and Hughes MRO #1, LLC a Delaware limited liability company (“MRO #1”) (HSI Properties, Virginia, MRO Inc. and MRO #1 hereinafter collectively may be referred to as the “Interim Limited Partners”) (the General Partner and the Limited Partners are referred to collectively as the “Partners”, and the terms “General Partner” and “Limited Partner” shall refer also to additi

TAX SHARING AGREEMENT
Tax Sharing Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

This Tax Sharing Agreement (the “Agreement”), dated as of August 30, 2007, is made and entered into by and among HDS Investment Holding, Inc., a Delaware corporation (formerly known as Pro Acquisition Corporation, “Parent”), HDS Acquisition Subsidiary, Inc., a Delaware corporation (“Acquisition Corp”), HDS Holding Corporation, a Delaware corporation and HD Supply, Inc., a Texas corporation (the “Company”). This Agreement shall become effective and binding upon the parties hereto immediately upon the effective time of the Acquisition (as defined below) (the “Effective Time”).

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

This AMENDMENT NO. 1 to the INTERCREDITOR AGREEMENT (as defined below), dated as of November 2, 2007 (this “Amendment”), is entered into among MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as collateral agent and administrative agent for the banks and other financial institutions party to the ABL Credit Agreement (the “ABL Agent”), and MERRILL LYNCH CAPITAL CORPORATION, as collateral agent and administrative agent for the banks and other financial institutions party to the Cash Flow Credit Agreement (the “Cash Flow Agent”) and amends the Intercreditor Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Intercreditor Agreement.

AMENDMENT NO. 1 TO CANADIAN GUARANTEE AND COLLATERAL AGREEMENT
Canadian Guarantee and Collateral Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Ontario

This AMENDMENT NO. 1 to the CANADIAN GUARANTEE AND COLLATERAL AGREEMENT (as defined below), dated as of November 1, 2007 (this “Amendment”), is entered into among HD SUPPLY CANADA INC., an Ontario amalgamated corporation (the “Canadian Borrower”), PRO CANADIAN HOLDINGS I, ULC, a Nova Scotia unlimited company (“Holdings ULC”), CND HOLDINGS, INC., a Delaware corporation (“CND Holdings”) the Subsidiary Guarantors party hereto, MERRILL LYNCH CAPITAL CANADA, as Canadian collateral agent and Canadian agent for the banks and other financial institutions party to the ABL Credit Agreement, and amends the Canadian Guarantee and Collateral Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Canadian Guarantee and Collateral Agreement.

Contract
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods

This letter will confirm our agreement to amend the Agreement to change the reference in Section 2.3(a) of the Agreement to “August 16, 2007” to hereinafter refer to “August 23, 2007”. Except as amended hereby, the Purchase Agreement remains in full force and effect.

Mr. Tom Lazzaro Orlando, FL 32819 Dear Tom:
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • 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

1,000,000,000 Term Loan Facility $300,000,000 Revolving Credit Facility CREDIT AGREEMENT among HDS ACQUISITION SUBSIDIARY, INC., to be merged with and into HD SUPPLY, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, MERRILL...
Credit Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

CREDIT AGREEMENT, dated as of August 30, 2007, among HDS ACQUISITION SUBSIDIARY, INC., a Delaware corporation (“Acquisition Corp.” and, together with any assignee of, or successor by merger to, Acquisition Corp.’s rights and obligations hereunder (including HD Supply, Inc. as a result of the Merger (as defined below)) as provided herein, the “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”), MERRILL LYNCH CAPITAL CORPORATION (“Merrill Lynch”), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as the issuing lender (in such capacity and as further defined in subsection 1.1, an “Issuing Lender”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as co-syndication agents (in such capacity, the “Co-Syndication Agents”).

Third Supplemental Indenture
Third Supplemental Indenture • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of October 30, 2007 (this “Third Supplemental Indenture”), among HD Supply, Inc., a corporation duly organized and existing under the laws of the State of Delaware and successor in interest to HDS Acquisition Subsidiary, Inc. (together with its respective successors and assigns, the “Company”), Arvada Hardwood Floor Company, Brafasco Holdings II, Inc., Brafasco Holdings, Inc., Creative Touch Interiors, Inc., Floorworks, Inc., Grand Floor Designs, Inc., HD Builder Solutions Group, Inc., HD Supply Construction Supply Group, Inc., HD Supply Distribution Services, LLC, HD Supply Facilities Maintenance Group, Inc., HD Supply GP & Management, Inc., HD Supply Plumbing/HVAC Group, Inc., HD Supply Repair & Remodel, LLC, HD Supply Support Services, Inc., HD Supply Utilities Group, Inc., HD Supply Waterworks Group, Inc., HSI IP, Inc., ProValue, LLC, Southwest Stainless, L.P., Sunbelt Supply Canada, Inc., White Cap Construction Supply, Inc., Williams Bros. Lu

Clayton, Dubilier & Rice, Inc. 18th Floor New York, New York 10152
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • New York

This letter serves to confirm the retention by HD Supply, Inc. (the “Company”), an indirect, wholly owned subsidiary of HDS Investment Holding, Inc. (formerly named Pro Acquisition Corporation) (“Parent”), of Clayton, Dubilier & Rice, Inc. (“Manager”) to provide management, consulting and financial services to Parent, the Company and its and their divisions, subsidiaries and affiliates (collectively, the “Company Group”), as follows:

INTERCREDITOR AGREEMENT by and between MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., as ABL Agent, and MERRILL LYNCH CAPITAL CORPORATION, as Cash Flow Agent Dated as of August 30, 2007
Intercreditor Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 30, 2007 among MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”), and MERRILL LYNCH CAPITAL CORPORATION, in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Cash Flow A

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUGHES PLUMBING SUPPLY, LTD.
Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Florida

This Amended and Restated Agreement of Limited Partnership of Hughes Plumbing Supply, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), Hughes Plumbing Holdings, LLC, a Florida limited liability company (“Plumbing LLC”), Hughes Holdings, LLC, a Florida limited liability company (“Holdings LLC”) (“Plumbing LLC and Holdings LLC hereinafter singularly referred to as a “Limited Partner” and collectively referred to as the “Limited Partners”), Hughes Plumbing Group, Inc. f/k/a Todd Pipe & Supply - Hawthorne, Inc., a California corporation (“Plumbing Group”), Hughes Supply, Inc., a Florida corporation (“Hughes Supply”), those entities listed on the attached Exhibit A (hereinafter collectively referred to as the “First Interim Limited Partners”), those entities listed on the attached Exhibit B (hereinafter collectively referred to as the “Second Interim Limited

U.S. GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY, INC., and the Subsidiary Guarantors, in favor of MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as U.S. ABL Administrative Agent and as U.S. ABL...
And Collateral Agreement • July 10th, 2009 • HSI IP, 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 (as successor by merger to HDS Acquisition Subsidiary, Inc., a Delaware corporation (“Acquisition Corp.”), Merrill Lynch Capital Canada Inc., as Canadian administrative agent (in such capacity, the “Canadian Agent”) and Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”), and the other parties party thereto, the U.S. ABL Lenders have severally agreed to make extensions of credit to the U.S. ABL Borrowers upon the terms and subject to the conditions set forth therein;

CANADA PROVINCE OF QUÉBEC
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods

This Bond is issued under and secured by a Deed of Hypothec and Issue of Bonds executed between the Corporation and Merrill Lynch Capital Canada Inc., in its capacity as “fondé de pouvoir” (person holding the power of attorney) of the Bondholders for all purposes of Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), on the Thirtieth (30th) day of August, 2007 (the “Deed of Hypothec”), to which Deed of Hypothec reference is hereby made for the terms and conditions upon and subject to which this Bond is issued and held and for the nature and extent of the security thereof.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUGHES BUILDING MATERIALS, LTD.
Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • Florida

This Amended and Restated Agreement of Limited Partnership of Hughes Building Materials, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), Hughes Building Materials Holdings, LLC, a Florida limited liability company (“Building Materials LLC”), Hughes Holdings, LLC, a Florida limited liability company (“Holdings LLC”) (“Building Materials LLC and Holdings LLC hereinafter singularly referred to as a “Limited Partner” and collectively referred to as the “Limited Partners”), Hughes Building Materials Group, Inc. f/k/a WCC Merger Corporation, a Georgia corporation (“Building Materials Group”), Hughes Supply, Inc., a Florida corporation (“Hughes Supply”), the entity listed on the attached Exhibit A (hereinafter referred to as the “First Interim Limited Partner”), those entities listed on the attached Exhibit B (hereinafter collectively referred to as the “Secon

AMENDMENT NO. 1 TO GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

This AMENDMENT NO. 1 to the GUARANTEE AND COLLATERAL AGREEMENT (as defined below), dated as of November 1, 2007 (this “Amendment”), is entered into among HD SUPPLY, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, MERRILL LYNCH CAPITAL CORPORATION, as collateral agent and administrative agent for the banks and other financial institutions party to the Credit Agreement, and amends the Guarantee and Collateral Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Guarantee and Collateral Agreement.

GRANT OF SECURITY INTEREST IN COPYRIGHTS
Grant of Security Interest • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods

THIS GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of August 30, 2007, is made by each of the signatories hereto (each, a “Grantor”) in favor of MERRILL LYNCH CAPITAL CORPORATION (“Merrill Lynch”), as administrative agent and collateral agent for the banks and other financial institutions (collectively, the “Lenders” and each, a “Lender”) that are parties to the Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), dated as of August 30, 2007 (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 HDS ACQUISITION SUBSIDIARY, INC., to be merged with and into HD SUPPLY, INC., a Texas corporation (the “Borrower”), MERRILL LYNCH CAPITAL CORPORATION, as administrative agent

Supplemental Indenture in Respect of Subsidiary Guarantee
Supplemental Indenture • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

SUPPLEMENTAL INDENTURE, dated as of August 30, 2007 (this “Supplemental Indenture”), among Arvada Hardwood Floor Company, Brafasco Holdings II, Inc., Brafasco Holdings, Inc., Creative Touch Interiors, Inc., Floorworks, Inc., Grand Floor Designs, Inc., HD Builder Solutions Group, Inc., HD Supply Construction Supply Group, Inc., HD Supply Distribution Services, LLC, HD Supply Facilities Maintenance Group, Inc., HD Supply GP & Management, Inc., HD Supply Plumbing/HVAC Group, Inc., HD Supply Repair & Remodel, LLC, HD Supply Support Services, Inc., HD Supply Utilities Group, Inc., HD Supply Waterworks Group, Inc., HSI IP, Inc., ProValue, LLC, Southwest Stainless, L.P., Sunbelt Supply Canada, Inc., White Cap Construction Supply, Inc., Williams Bros. Lumber Company, LLC, Cox Lumber Co., HD Supply Construction Supply, Ltd., HD Supply Electrical, Ltd., HD Supply Facilities Maintenance, Ltd., HD Supply Holdings, LLC, HD Supply Management, Inc., HD Supply Plumbing/HVAC, Ltd., HD Supply Utilities,

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HUGHES UTILITIES, LTD.
HSI IP, Inc. • July 10th, 2009 • Wholesale-durable goods • Florida

This Amended and Restated Agreement of Limited Partnership of Hughes Utilities, Ltd., a Florida limited partnership (this “Agreement”), is entered into by and among Hughes GP & Management, Inc., a Delaware corporation, as general partner (the “General Partner”), Hughes Utilities Holdings, LLC, a Florida limited liability company (“Utilities LLC”), Hughes Holdings, LLC, a Florida limited liability company (“Holdings LLC”) (“Utilities LLC and Holdings LLC hereinafter singularly referred to as a “Limited Partner” and collectively referred to as the “Limited Partners”), Hughes Utilities Group, Inc. f/k/a Utiliserve Holdings, Inc., a Delaware corporation (“Utiliserve Holdings”), Hughes Supply, Inc., a Florida corporation (“Hughes Supply”), and those entities listed on the attached Exhibit A (hereinafter collectively referred to as the “Interim Limited Partners”) (the General Partner and the Limited Partners are referred to collectively as the “Partners”, and the terms “General Partner” and

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

This INDEMNIFICATION AGREEMENT, dated as of August 30, 2007 (the “Agreement”), is among HDS Investment Holding, Inc., a Delaware corporation (formerly named Pro Acquisition Corporation, the “Company”), HD Supply, Inc., a Texas corporation (to be reincorporated in Delaware) (“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, and Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., a Cayman Islands exempted limited partnership (the “Other Investors”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“the Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.

GUARANTEE AND COLLATERAL AGREEMENT made by HD SUPPLY, INC., and the Subsidiary Guarantors, in favor of MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent Dated as of August 30, 2007
Guarantee and Collateral Agreement • July 10th, 2009 • HSI IP, Inc. • Wholesale-durable goods • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 30, 2007, made by HD Supply, Inc., a Texas corporation (the “Borrower”), and certain Subsidiaries of the Borrower that are signatories hereto, in favor of MERRILL LYNCH 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.