March 19, 2010 HD Supply, Inc.Hd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
FORM OF EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • April 13th, 2010 • Hd Supply, Inc. • Wholesale-durable goods • Delaware
This Employee Stock Option Agreement, dated as of February 3, 2010, between HDS Investment Holding, Inc., a Delaware corporation (the “Company”) and <Name> (hereinafter referred to as the “Employee”), is being entered into pursuant to the HDS Investment Holding, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 8.
Pro Acquisition Corporation c/o HD Supply, Inc.Hd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
As you know, Pro Acquisition Corporation has entered into an agreement to acquire HD Supply, Inc., from The Home Depot, Inc. This letter confirms that, upon and subject to the closing of the acquisition, your employment as an at-will employee will continue on the same terms as those in effect prior to closing. Specifically, after closing (i) your base salary and target annual cash bonus opportunity will be not less than before closing, (ii) you will remain Chief Executive Officer of HD Supply, Inc., and (iii) your principal place of employment will remain in the same metropolitan area.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 13th, 2010 • Hd Supply, Inc. • Wholesale-durable goods • New York
This AMENDMENT NO. 3 to the CREDIT AGREEMENT (as defined below), dated as of March 19, 2010 (this “Amendment No. 3”), is entered into among HD SUPPLY, INC., a Delaware corporation, (as successor by merger to HDS ACQUISITION SUBSIDIARY, INC., a Delaware corporation) (the “Borrower”), MERRILL LYNCH CAPITAL CORPORATION, as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders, HDS Holding Corporation, the Guarantors and the Lenders party hereto (the “Lenders”), and amends the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
Pro Acquisition Corporation c/o HD Supply, Inc.Hd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
Pro Acquisition Corporation c/o HD Supply, Inc.Hd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
As you know, Pro Acquisition Corporation has entered into an agreement to acquire HD Supply, Inc., from The Home Depot, Inc. This letter confirms that, upon and subject to the closing of the acquisition, your employment as an at-will employee will continue on the same terms as those in effect prior to closing. Specifically, after closing (i) your base salary and target annual cash bonus opportunity will be not less than before closing, (ii) your principal place of employment will remain in the same metropolitan area, and (iii) you will report directly to Joe DeAngelo, HD Supply’s Chief Executive Officer.
NOTICE OF CONSENTHd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
LIMITED CONSENT AND AMENDMENT NO. 3 TO ABL CREDIT AGREEMENTCredit Agreement • April 13th, 2010 • Hd Supply, 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”), GE BUSINESS FINANCIAL SERVICES INC. (“GE BFS”), as administrative agent and collateral agent for the Lenders hereunder (in
HD SUPPLY, INC.Hd Supply, Inc. • April 13th, 2010 • Wholesale-durable goods
Reference is made to (i) that certain Guarantee and Reimbursement Agreement, dated as of August 30, 2007 (the “Guarantee Agreement”), by and between The Home Depot, Inc. (“THD” or “you”), HD Supply, Inc. (“HDS”, “us” or “we”) and Merrill Lynch Capital Corporation, as administrative agent (the “Administrative Agent”) and (ii) that certain Credit Agreement, dated as of August 30, 2007 (the “Credit Agreement”), among HDS, the Administrative Agent and the other parties thereto, in each case as amended or supplemented through the date hereof. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.
