EX-10.13



 Exhibit 10.13 
 EXECUTION VERSION 
 ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN
TRADEMARKS 
 THIS ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this
“Agreement”), dated as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent
and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S.
ABL Collateral Agent”), dated as of April 12, 2012 (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 “ABL Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent Borrower”), GE Capital, as
administrative agent and collateral agent, and the other parties thereto. 
 WHEREAS, pursuant to the ABL Credit Agreement, the
Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein; 
 WHEREAS, in connection with the ABL Credit Agreement, the Parent Borrower, and certain Subsidiaries of the Parent Borrower, as Subsidiary Borrowers and certain other Domestic Subsidiaries of the Parent
Borrower, as Subsidiary Guarantors executed and delivered a U.S. Guarantee and Collateral Agreement, dated as of April 12, 2012, in favor of GE Capital, as U.S. ABL Collateral Agent and Administrative Agent (as the same may be amended,
restated, supplemented, waived or otherwise modified from time to time, the “U.S. Guarantee and Collateral Agreement”); 
 WHEREAS, pursuant to the U.S. Guarantee and Collateral Agreement, each Grantor granted to the U.S. ABL Collateral Agent a security interest in its Intellectual Property, including Trademarks; and

 WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement. 

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to
make extensions of credit to the Borrowers on the terms and subject to the conditions of the ABL Credit Agreement, each Grantor agrees, for the benefit of the U.S. ABL Collateral Agent, as follows: 

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including
its preamble and recitals, have the meanings provided or provided by reference in the ABL Credit Agreement and the U.S. Guarantee and Collateral Agreement. 







 SECTION 2. Confirmation of Security Interest. Each Grantor hereby confirms that
pursuant to the U.S. Guarantee and Collateral Agreement, subject to existing licenses to use the Trademarks granted by such Grantor in the ordinary course of its business, it granted to the U.S. ABL Collateral Agent, for the benefit of the Secured
Parties, a security interest in all of the Trademarks of such Grantor (including, without limitation, those items listed on Schedule A hereto under such Grantor’s name) and to the extent not otherwise included, all Proceeds and products
of any and all of the Trademarks, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except that no security interest
is or will be granted pursuant thereto in any right, title or interest of such Grantor under or in any Trademark Licenses with Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent
that, the granting of such a security interest pursuant thereto would result in a breach, default or termination of such Trademark Licenses. 
 SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors for the purpose of recording the security interest granted pursuant to the U.S. Guarantee and Collateral Agreement
with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the U.S. Guarantee and Collateral Agreement. The U.S. Guarantee and Collateral Agreement (and all rights and remedies of the
Lenders thereunder) shall remain in full force and effect in accordance with its terms. 
 SECTION 4. Acknowledgment.
Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Trademarks are fully set forth in the ABL Credit Agreement and the U.S. Guarantee and Collateral
Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 
 SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original. 

* * * 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the day and year first above written. 
  

					
	CREATIVE TOUCH INTERIORS, INC.
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	HDS IP HOLDING, LLC
		
	By:	 	 /s/ Ricardo Nunez

		 	Name:	 	Ricardo Nunez
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	HD SUPPLY SUPPORT SERVICES, INC.
		
	By:	 	 /s/ Katherine Boelte

		 	Name:	 	Katherine Boelte
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	HD SUPPLY REPAIR & REMODEL, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	HD SUPPLY FACILITIES MAINTENANCE, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	HSI IP, INC.
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	WHITE CAP CONSTRUCTION SUPPLY, INC.
	By: HD Supply Support Services, Inc., its managing member
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	WILLIAMS BROS. LUMBER COMPANY, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	PROVALUE, LLC
	By: HD Supply Support Services, Inc., its managing member
		
	By:	 	 /s/ Katherine Boelte

		 	Name:	 	Katherine Boelte
		 	Title:	 	Vice President



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Steven B. Flowers

		 	Name:	 	Steven B. Flowers
		 	Title:	 	Duly Authorized Signatory



  
 ABL
NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 








 
					
	GE CANADA FINANCE HOLDING COMPANY
		
	By:	 	 /s/ ITALO FORTINO

		 	Name:	 	ITALO FORTINO
		 	Title:	 	 DULY AUTHORIZED SIGNATORY



 SIGNATURE PAGE – ABL NOTICE AND
CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS 







 Schedule A 
 Trademarks 
 HD Supply Repair & Remodel, LLC 

 

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 CW CONTRACTORS’ WAREHOUSE and Design
	  	Registered	  	RN: 1,753,027	  	2/16/1993

 Creative Touch Interiors, Inc. 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 CTE CREATIVE TOUCH EXTERIORS and Design
	  	Registered	  	RN: 2,991,212	  	9/6/2005
	 CTI CREATIVE TOUCH INTERIORS and Design
	  	Registered	  	RN: 2,988,553	  	8/30/2005
	 CTM CREATIVE TOUCH MAINTENANCE
	  	Registered	  	RN: 2,988,552	  	8/30/2005

 HD Supply Facilities Maintenance, Ltd. 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 MAINTENANCE WAREHOUSE
	  	Registered	  	RN: 3,563,112	  	1/20/2009

 HDS IP Holding, LLC 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 ALWAYS ON THE JOB
	  	Registered	  	RN: 4,079,895	  	1/3/2012


  
 A-1










							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 AQUAGUARD
	  	Registered	  	RN: 0,720,199	  	8/22/1961
	 AQUATRAC
	  	Registered	  	RN: 2,945,650	  	5/3/2005
	 BEST BUSINESS ELECTRONIC SOLUTION TECHNOLOGIES (stylized)
	  	Registered	  	RN: 3,611,013	  	4/28/2009
	 BRIGADE (Multistar stylization)
	  	Registered	  	RN: 3,845,600	  	9/7/2010
	 BRIGADE (Multistar stylization)
	  	Registered	  	RN: 3,928,403	  	3/8/2011
	 BRIGADE (star stylization)
	  	Registered	  	RN: 3,865,925	  	10/19/2010
	 CLEARCAN
	  	Registered	  	RN: 2,887,975	  	9/21/2004
	 COREPRO
	  	Registered	  	RN: 2,426,425	  	2/6/2001
	 COTTON BAY
	  	Registered	  	RN: 3,627,904	  	5/26/2009
	 COTTON BAY
	  	Registered	  	RN: 3,679,770	  	9/8/2009
	 CROWN BOLT
	  	Registered	  	RN: 1,644,947	  	5/21/1991
	 HD SUPPLY
	  	Registered	  	RN: 3,559,162	  	1/6/2009
	 HD SUPPLY FIRE PROTECTION (stylized)
	  	Registered	  	RN: 3,671,809	  	8/25/2009
	 HD SUPPLY (logo)
	  	Registered	  	RN: 3,454,324	  	6/24/2008
	 HD SUPPLY (logo)
	  	Registered	  	RN: 3,550,632	  	12/23/2008
	 HD SUPPLY WATERWORKS (stylized)
	  	Registered	  	RN: 3,468,515	  	7/15/2008
	 HOME IMPROVEMENT PRODUCTS DIRECT (stylized)
	  	Registered	  	RN: 3,478,426	  	7/29/2008
	 HOUSE-MATES HARDWARE
	  	Registered	  	RN: 2,286,367	  	10/12/1999
	 I (stylized)
	  	Registered	  	RN: 3,679,438	  	9/8/2009
	 IDEALLYGREEN
	  	Registered	  	RN: 3,523,340	  	10/28/2008
	 Design only
	  	Registered	  	RN: 2,621,865	  	9/17/2002
	 Design only
	  	Registered	  	RN: 2,779,848	  	11/4/2003
	 LOCAL SERVICE NATIONWIDE
	  	Registered	  	RN: 3,665,886	  	8/11/2009
	 PERFECT SEAL
	  	Registered	  	RN: 4,001,186	  	7/26/2011
	 POWERSCOPE
	  	Registered	  	RN: 3,461,922	  	7/8/2008
	 SEASONS (stylized)
	  	Registered	  	RN: 3,835,518	  	8/17/2010
	 SEASONS GOLD (stylized)
	  	Registered	  	RN: 3,850,430	  	9/21/2010
	 SHIELD SECURITY
	  	Registered	  	RN: 2,949,257	  	5/10/2005
	 TOTAL CHOICE ADVANTAGE PROGRAM
	  	Registered	  	RN: 3,911,575	  	1/25/2011
	 VISTRA
	  	Registered	  	RN: 3,895,271	  	12/21/2010
	 WE GOT IT YOU GET IT AND YOU’RE GONE
	  	Registered	  	RN: 3,632,249	  	6/2/2009


  
 A-2










							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 USA BLUEBOOK and Design
	  	Registered	  	RN: 2,266,004	  	8/3/1999
	 USABLUEBOOK
	  	Registered	  	RN: 2,236,393	  	4/6/1999
	 USABLUEBUCKS
	  	Registered	  	RN: 3,224,814	  	4/3/2007
	 UTILITY SUPPLY OF AMERICA
	  	Registered	  	RN: 2,252,348	  	6/15/1999

 HSI IP, Inc. 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 ASPEN
	  	Registered	  	RN: 2,455,675	  	5/29/2001
	 BAJA
	  	Registered	  	RN: 2,243,286	  	5/4/1999
	 BRIGHTON
	  	Registered	  	RN: 3,086,948	  	5/2/2006
	 CHAMPION
	  	Registered	  	RN: 2,995,438	  	9/13/2005
	 CHAMPION METALS
	  	Registered	  	RN: 2,948,182	  	5/10/2005
	 CHAMPION PLUS
	  	Registered	  	RN: 2,944,121	  	4/26/2005
	 CHAMPION VINYL
	  	Registered	  	RN: 2,944,120	  	4/26/2005
	 CHAMPION WINDOW COVERINGS (stylized)
	  	Registered	  	RN: 3,535,469	  	11/18/2008
	 DUROGUARD
	  	Pending	  	SN: 77/841,144	  	10/5/2009
	 ELASCO
	  	Registered	  	RN: 1,818,239	  	1/25/1994
	 ELASCO (stylized)
	  	Registered	  	RN: 1,843,279	  	7/5/1994
	 EWARDS
	  	Registered	  	RN: 2,983,752	  	8/9/2005
	 H (and design w/shield)
	  	Registered	  	RN: 1,078,126	  	11/22/1977
	 HUGHES
	  	Registered	  	RN: 2,288,983	  	10/26/1999
	 HUGHES EWARDS
	  	Registered	  	RN: 3,004,848	  	10/4/2005
	 MARDEN SUSCO
	  	Registered	  	RN: 2,991,505	  	9/6/2005
	 MINALOY
	  	Registered	  	RN: 1,033,014	  	2/10/1976
	 MINE TUFF
	  	Registered	  	RN: 1,381,417	  	2/4/1986
	 PROFESSIONAL QUALITY. EXCEPTIONAL VALUE.
	  	Registered	  	RN: 3,288,848	  	9/4/2007
	 PROVALUE
	  	Registered	  	RN: 2,863,412	  	7/13/2004
	 RIO
	  	Registered	  	RN: 1,929,737	  	10/24/1995
	 SOLUTIONS. SUPPLY. SERVICE.
	  	Registered	  	RN: 3,054,307	  	1/31/2006


  
 A-3










							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 SOME YOU SEE SOME YOU DON’T
	  	Registered	  	RN: 2,597,962	  	7/23/2002
	 TERMINATOR
	  	Registered	  	RN: 2,729,726	  	6/24/2003
	 THE PRODUCTS YOU WANT! THE SERVICE YOU DESERVE!
	  	Registered	  	RN: 2,514,480	  	12/4/2001
	 THE SOURCE
	  	Registered	  	RN: 2,360,623	  	6/20/2000

 HD Supply Support Services, Inc. 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 HD SUPPLY SUPPORT SERVICES, INC.
	  	Registered	  	RN: 3,835,928	  	8/17/2010

 ProValue, LLC 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 PROVALUE
	  	Registered	  	RN: 3,545,345	  	12/9/2008

 White Cap Construction Supply, Inc. 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 BLACK MARLIN
	  	Registered	  	RN: 3,299,068	  	9/25/2007
	 CONTRACTOR TRADER
	  	Registered	  	RN: 2,997,227	  	9/20/2005
	 PANEL-PRO
	  	Registered	  	RN: 2,966,934	  	7/12/2005
	 PANEL-PRO TILT-UP ESTIMATING SOFTWARE
	  	Registered	  	RN: 2,901,054	  	11/9/2004
	 PANEL-TRAK
	  	Registered	  	RN: 2,987,418	  	8/23/2005
	 WC and Design
	  	Registered	  	RN: 2,385,183	  	9/12/2000
	 WC PHENOLOIC PLY (stylized)
	  	Registered	  	RN: 3,416,045	  	4/22/2008
	 WCFP WHITE CAP FORMING PANEL (stylized)
	  	Registered	  	RN: 3,416,044	  	4/22/2008


  
 A-4










							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 WHITE CAP
	  	Registered	  	RN: 3,048,812	  	1/24/2006
	 WHITE CAP (Stylized)
	  	Registered	  	RN: 3,026,834	  	12/13/2005
	 WHITE CAP (stylized)
	  	Registered	  	RN: 1,478,065	  	2/23/1988
	 WHITE CAP CONSTRUCTION SUPPLY
	  	Registered	  	RN: 2,927,946	  	2/22/2005
	 WHITE CAP CUSTOM SHOP 1976-2006 (stylized)
	  	Registered	  	RN: 3,396,239	  	3/11/2008
	 WHITE CAP CUSTOM SHOP COAST TO COAST 19676-2006 (stylized)
	  	Registered	  	RN: 3,396,238	  	3/11/2008

 Williams Bros. Lumber Company, LLC 
  

							
	 TRADEMARK
	  	Status	  	Ser. No./Reg. No.	  	App. Date/
Reg. Date
	 THE NAME PROFESSIONALS BUILD ON
	  	Registered	  	RN: 3,070,996	  	3/21/2006
	 WB
	  	Registered	  	RN: 1,297,296	  	9/25/1984
	 WB
	  	Registered	  	RN: 1,241,620	  	6/7/1983
	 WB
	  	Registered	  	RN: 1,237,828	  	5/10/1983
	 WB
	  	Registered	  	RN: 1,297,295	  	9/25/1984
	 WB
	  	Registered	  	RN: 3,185,687	  	12/16/2006


  
 A-5