EX-10.18



 Exhibit 10.18 
 EXECUTION VERSION 
 SECOND LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN
COPYRIGHTS 
 THIS SECOND LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated
as of April 12, 2012, is made by each of the signatories hereto (each, a “Grantor”) in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as note collateral agent (in such capacity, the
“Second Priority Note Collateral Agent”) with respect to the 11% Senior Secured Second Priority Notes due 2020 (the “Second Priority Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the
“Issuer”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to the First Supplemental Indenture, dated as of the date hereof, and as further amended, amended and restated, waived, supplemented or otherwise
modified from time to time, the “Second Priority Notes Indenture”), among the Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wilmington Trust. 

WHEREAS, pursuant to the Collateral Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or
otherwise modified from time to time, the “Second Priority Note Collateral Agreement”), among the Issuer, certain Subsidiaries of the Issuer and the Second Priority Note Collateral Agent, each Grantor granted to the Second Priority
Note Collateral Agent a security interest in their Intellectual Property, including Copyrights; 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, subject to the conditions of the Second Priority Notes Indenture, each Grantor agrees, for the benefit of the Second Priority Note 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 Second Priority Notes Indenture and the Second Priority Note Collateral Agreement. 
 SECTION 2. Grant of Security Interest. Each Grantor hereby grants, subject to existing licenses to use the Copyrights granted by such Grantor in the ordinary course of its business, to the Second
Priority Note Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Copyrights 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 Copyrights, 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 or any other Note Security Document in any right, title or interest of such Grantor under or in any Copyright
Licenses with Persons other than the Issuer, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such
Copyright 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 Second Priority Note Collateral Agreement with the United States Copyright Office. This Agreement is expressly subject to the terms and conditions of the Second Priority Note Collateral
Agreement. The Second Priority Note Collateral Agreement (and all rights and remedies of the Second Priority Note Collateral Agent 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 Second
Priority Note Collateral Agent with respect to the security interest in the Copyrights are fully set forth in the Second Priority Notes Indenture and the Second Priority Note 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. 
 * * * 
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 2 








 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



  

SECOND LIEN SECURED NOTE GRANT OF
SECURITY INTEREST IN COPYRIGHTS 








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

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President



  

SECOND LIEN SECURED NOTE GRANT OF
SECURITY INTEREST IN COPYRIGHTS 








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

		 	Name:	 	Ricardo Nunez
		 	Title:	 	Vice President



  

SECOND LIEN SECURED NOTE GRANT OF
SECURITY INTEREST IN COPYRIGHTS 








 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Priority Note Collateral Agent
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President



  

SECOND LIEN SECURED NOTE NOTICE AND
CONFIRMATION OF GRANT OF SECURITY INTEREST IN COPYRIGHTS 








 Schedule A 
 Copyrights 
 Creative Touch Interiors, Inc. 

 

							
	 Title
	  	 Registration No.
	 	  	 Registration Date

	 NL-16
	  	 	VA 1-048-833	  	  	3/27/2000

 HDS IP Holding, LLC 
  

							
	 Title
	  	 Registration No.
	 	  	 Registration Date

	 Powerscope
	  	 	TX 7-364-190	  	  	3/5/2009
	 WaterCity
	  	 	VA 1-708-882	  	  	8/5/2008

 Williams Bros. Lumber Company, LLC 
  

							
	 Title
	  	 Registration No.
	 	  	 Registration Date

	 Architectural millwork sales catalog
	  	 	TX 3-036-953	  	  	3/5/1991


  
 A-1