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- S-4/A Registration of securities issued in business combination transactions
- 2.1 Purchase & Sales Agreement
- 2.2 Letter Agreement
- 2.3 Amendment No. 3 to Purchase and Sale Agreement, Dated As of August 27,2007
- 3.1 Certification of Incorporation of HD Supply, Inc.
- 3.2 By-laws of HD Supply, Inc.
- 3.3 Amended and Restated Certificate of Incorporation of Brafasco Holdings II, Inc
- 3.4 By-laws of Brafasco Holdings II, Inc.
- 3.5 Corrected Certificate of Incorporation of Brafasco Holdings, Inc.
- 3.6 By-laws of Brafasco Holdings, Inc.
- 3.7 Certificate of Incorporation of Cox Lumber Co.
- 3.8 Second Amended and Restated By-laws of Cox Lumber Co.
- 3.9 Certificate of Incorporation of Creative Touch Interiors, Inc.
- 3.10 By-laws of Creative Touch Interiors, Inc.
- 3.11 Certificate of Formation of HD Builder Solutions Group, LLC
- 3.12 Limited Liability Company Agreement of HD Builder Solutions Group, LLC
- 3.13 Amended and Restated Certificate of Incorporation of HD Supply Construction
- 3.14 By-laws of HD Supply Construction Supply Group, Inc.
- 3.15 Certificate of Limited Partnership of HD Supply Construction Supply, LTD.
- 3.16 Amended and Restated Agreement of Limited Partnership of HD Supply Construction
- 3.17 Certificate of Formation of HD Supply Distribution Services, LLC
- 3.18 Amended and Restated Limited Liability Company Agreement of HD Supply
- 3.19 Certificate of Limited Partnership of HD Supply Electrical, LTD.
- 3.20 Amended and Restated Agreement of Limited Partnership of HD Supply Electrical
- 3.21 Certificate of Incorporation of HD Supply Facilities Maintenance Group
- 3.22 By-laws of HD Supply Facilities Maintenance Group, Inc.
- 3.23 Certificate of Limited Partnership of HD Supply Facilities Maintenance, LTD.
- 3.24 Amended and Restated Agreement of Limited Partnership of HD Supply Facilities
- 3.25 Restated Articles of Incorporation of HD Supply Fasteners & Tools, Inc.
- 3.26 Restated By-laws of HD Supply Fasteners & Tools, Inc.
- 3.27 Certificate of Incorporation of HD Supply GP & Management, Inc.
- 3.28 Amended and Restated By-laws of HD Supply GP & Management, Inc.
- 3.29 Articles of Organization of HD Supply Holdings, LLC
- 3.30 Amended and Restated Operating Agreement of HD Supply Holdings, LLC
- 3.31 Articles of Incorporation of HD Supply Management, Inc.
- 3.32 By-laws of HD Supply Management, Inc.
- 3.33 Certificate of Incorporation of HD Supply Plumbing/hvac Group, Inc.
- 3.34 By-laws of HD Supply Plumbing/hvac Group, Inc.
- 3.35 Certificate of Limited Partnership of HD Supply Plumbing/hvac, Inc.
- 3.36 Amended and Restated Agreement of Limited Partnership of HD Supply Plumbing/hvac
- 3.37 Certificate of Formation of HD Supply Repair & Remodel, LLC
- 3.38 Amended and Restated Limited Liability Company Agreement of HD Supply Repair
- 3.39 Restated Certificate of Incorporation of HD Supply Support Services, Inc.
- 3.40 Amended and Restated By-laws of HD Supply Support Services, Inc.
- 3.41 Certificate of Incorporation of HD Supply Utilities Group, Inc.
- 3.42 By-laws of HD Supply Utilities Group, Inc.
- 3.43 Certificate of Limited Partnership of HD Supply Utilities, LTD.
- 3.44 Amended and Restated Agreement of Limited Partnership of HD Supply Utilities
- 3.45 Amended and Restated Certificate of Incorporation of HD Supply Waterworks Group
- 3.46 Amended and Restated By-laws of HD Supply Waterworks Group, Inc.
- 3.47 Certificate of Limited Partnership of HD Supply Waterworks Group, LTD.
- 3.48 Amended and Restated Agreement of Limited Partnership of HD Supply Waterworks
- 3.49 Articles of Organization of HDS Ip Holding, LLC
- 3.50 Operating Agreement of HDS Ip Holding, LLC
- 3.51 Certificate of Incorporation of Hsi Ip, Inc.
- 3.52 Amended and Restated By-laws of Hsi Ip, Inc.
- 3.53 Articles of Organization of Madison Corner, LLC
- 3.54 Operating Agreement of Madison Corner, LLC
- 3.55 Articles of Organization of Park-emp, LLC
- 3.56 Operating Agreement of Park-emp, LLC
- 3.57 Certificate of Formation of Provalue, LLC
- 3.58 Limited Liability Company Agreement of Provalue, LLC
- 3.59 Amended and Restated Certificate of Limited Partnership of Southwest Stainless
- 3.60 Amended and Restated Agreement of Limited Partnership of Southwest Stainless L.P
- 3.61 Certificate of Incorporation of Sunbelt Supply Canada, Inc.
- 3.62 By-laws of Sunbelt Supply Canada, Inc.
- 3.63 Articles of Incorporation of Utility Supply of America, Inc.
- 3.64 Amended and Restated By-laws of Utility Supply of America, Inc.
- 3.65 Certificate of Incorporation of White Cap Construction Supply, Inc.
- 3.66 By-laws of White Cap Construction Supply, Inc.
- 3.67 Certificate of Formation of Williams Bros. Lumber Comapany, LLC
- 3.68 Amended and Restated Limited Liability Company Agreement of Williams Bros.
- 3.69 Articles of Incorporation of World-wide Travel Network, Inc.
- 3.70 By-laws of World-wide Travel Network, Inc.
- 4.1 Indenture, Dated As of August 30, 2007
- 4.2 Merger Supplemental Indenture
- 4.3 Supplemental Indenture In Respect of Subsidiary Guarantee
- 4.4 Third Supplemental Indenture
- 4.5 Indenture, Dated As of August 30, 2007
- 4.6 Merger Supplemental Indenture
- 4.7 Supplemental Indenture In Respect of Subsidiary Guarantee
- 4.8 Third Supplemental Indenture
- 4.11 Exchange and Registration Rights Agreement
- 4.12 Exchange and Registration Rights Agreement
- 5.1 Opinion of Debevoise & Plimpton LLP
- 5.2 Opinion of Holland & Hart LLP
- 5.3 Opinion of Holland & Knight LLP
- 5.4 Opinion of Morris, Nichols, Arsht & Tunnell LLP
- 5.5 Opinion of Dykema Gossett PLLC
- 10.1 Credit Agreement Among HDS Acquisition Subsidiary, Inc.
- 10.2 Amend and Waiver NO.1 to the Credit Agreement Among HD Supply, Inc.
- 10.3 Amend #2 to the Credit Agreement Among HD Supply, Inc.
- 10.4 Abl Credit Agreement Among HDS Acquisition Subsidiary, Inc,
- 10.5 Amend and Waiver NO.1 to Abl Credit Agreement
- 10.6 Amend #2 to Abl Credit Agreement
- 10.7 Abl Joinder Agreement
- 10.8 Intercreditor Agreement
- 10.9 Amend #1 to Intercreditor Agreement
- 10.10 Guarantee and Reimbursement Agreement
- 10.11 Guarantee and Collateral Agreement
- 10.12 Amend #1 to Guarantee and Collateral Agreement
- 10.13 U.S. Guarantee and Collateral Agreement
- 10.14 Amend #1 to U.S. Guarantee and Collateral Agreement
- 10.15 Canadian Guarantee and Collateral Agreement
- 10.16 Amend #1 to Canadian Guarantee and Collateral Agreement
- 10.17 Holding Pledge Agreement
- 10.18 Abl Holding Pledge Agreement
- 10.19 Notice of Grant of Security Interest In Patents
- 10.20 Grant of Security Interest In Copyrights
- 10.21 Notice of Grant of Security Interest In Trademarks
- 10.22 Abl Notice of Grant of Security Interest In Patents
- 10.23 Abl Grant of Security Interest In Copyrights
- 10.24 Abl Notice of Grant of Security Interest In Trademarks
- 10.25 Abl Notice of Grant of Security Interest In Canadian Trademarks
- 10.26 Pledge of Bond Agreement
- 10.27 Amendment No. 1 to Pledge of Bond Agreement
- 10.28 Deed of Hypothec and Issue of Bonds
- 10.29 HD Supply Canada, Inc. Demand Bond and Endorsement
- 10.30 HD Supply Management Incentive Plan
- 10.32 HDS Investment Holding, Inc. Stock Incentive Plan
- 10.33 Letter Agreement with Mark Jamieson
- 10.34 Home Depot Retention Agreement with Joseph Deangelo
- 10.35 Home Depot Retention Agreement with Anesa Chaibi
- 10.36 Home Depot Retention Agreement with Thomas Lazzaro
- 10.37 Tax Sharing Agreement
- 10.38 Strategic Purchase Agreement
- 10.39 Consulting Agreement
- 10.40 Consulting Agreement
- 10.41 Consulting Agreement
- 10.42 Indemnification Agreement
- 10.43 Indemnification Agreement
- 10.44 Indemnification Agreement
- 10.45 Indemnification Agreement
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 18.1 Preferability Letter
- 21.1 List of Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of KPMG LLP
- 25.1 Statement of Eligibility of Wells Fargo Bank, National Association on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Instruction to Registered Holder
- 99.4 Letter of KPMG LLP
- COVER Cover
- CORRESP Corresp
- 30 Sep 13 Registration of securities issued in business combination transactions
- 23 Jan 13 Registration of securities issued in business combination transactions
- 27 Nov 12 Registration of securities issued in business combination transactions
- 10 Jul 09 Registration of securities issued in business combination transactions (amended)
- 5 Jun 09 Registration of securities issued in business combination transactions
Exhibit 10.3
EXECUTION COPY
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
This AMENDMENT NO. 2 to the CREDIT AGREEMENT (as defined below), dated as of November 1, 2007 (this “Amendment”), 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 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.
W I T N E S S E T H:
WHEREAS, the Credit Agreement dated as of August 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) was entered into among the Borrower, the several lenders from time to time parties thereto, the Administrative Agent, JPMORGAN CHASE BANK, N.A., as Issuing Lender, and LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as Co-Syndication Agents;
WHEREAS, Section 10.1 of the Credit Agreement provides that the Credit Agreement may be amended, modified and waived from time to time;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
SECTION ONE Amendments.
1. The Preamble is hereby amended by adding “and UBS Securities LLC as documentation agent (in such capacity, the “Documentation Agent”)” at the end thereof.
2. Section 10.5 is hereby amended by replacing “Agents” with “the Administrative Agent, the Collateral Agent and the Co-Syndication Agents” wherever such term is used in Section 10.5.
SECTION TWO Conditions to Effectiveness. This Amendment shall become effective when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and a counterpart of this Amendment signed on behalf of a number of Lenders sufficient to constitute the Required Lenders.
SECTION FOUR Reference to and Effect on the Credit Agreement. On and after giving effect to this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment. The Credit Agreement and
each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION FIVE Costs and Expenses. Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent).
SECTION SIX Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION SEVEN Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
[Signature Pages Follow]
2
HD SUPPLY, INC., | ||
By: | /s/ Ricardo Nunez | |
Name: Ricardo Nunez | ||
Title: Vice President and Secretary |
[Amendment No. 2 to Cash Flow Credit Agreement]
MERRILL LYNCH CAPITAL CORPORATION, | ||
as Administrative Agent, Collateral Agent, and Lender | ||
By: | /s/ Don Burkitt | |
Name: Don Burkitt | ||
Title: Vice President |
[Cash Flow Amendment No. 2]
JPMORGAN CHASE BANK, N.A., | ||
as Lender | ||
By: | /s/ Robert Anastasio | |
Name: Robert Anastasio | ||
Title: Vice President |
[Cash Flow Amendment No. 2]
LEHMAN BROTHERS COMMERCIAL BANK, | ||
as Lender | ||
By: | /s/ George Janes | |
Name: George Janes | ||
Title: Chief Credit Officer |
[Cash Flow Amendment No. 2]