EX-4.2



 Exhibit 4.2 
 HD SUPPLY, INC. 
 as Issuer 

and 
 the
Subsidiary Guarantors from time to time party to the Indenture 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION 
 as Trustee 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF APRIL 12, 2012 

 
  

8 
1/8% Senior Secured First Priority Notes Due 2019 







 FIRST SUPPLEMENTAL INDENTURE, dated as of April 12, 2012 (this “Supplemental
Indenture”), among HD Supply, Inc. (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Wilmington Trust, National Association, as
Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors, the Trustee and Wilmington Trust, National Association, as note collateral agent, are
party to an Indenture, dated as of April 12, 2012 (as amended, supplemented, waived or otherwise modified, the “Indenture”), relating to the issuance from time to time by the Company of senior secured first priority notes in
series; 
 WHEREAS, Section 901(6) of the Indenture provides that the Company may provide for the issuance of Notes
of any series as permitted by Section 301 therein; 
 WHEREAS, in connection with the issuance of the 2019 Notes (as
defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the 2019 Notes as hereinafter described; and 

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are
used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof. 
 2. Title of Notes. There shall be a series of Notes of the Company designated the
“8 1/8% Senior Secured First Priority Notes due
2019” (the “2019 Notes”). 

  
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 3. Maturity Date. The final Stated Maturity of the 2019 Notes shall be April 15,
2019. 
 4. Interest and Interest Rates. Interest on the Outstanding principal amount of 2019 Notes will accrue at the
rate of 8.125% per annum and will be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2012, to holders of record on the immediately preceding April 1 and October 1,
respectively (each such April 1 and October 1, a “Regular Record Date”). Interest on the 2019 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid,
from April 12, 2012, except that interest on any Additional 2019 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from
the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional 2019 Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional 2019 Notes (or if
the date of issuance of such Additional 2019 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2019 Note and any Exchange Notes issued in exchange therefore are surrendered for exchange on or after a record
date for an Interest Payment Date that will occur on or after the date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date. 

5. No Limitation on Aggregate Principal Amount. The aggregate principal amount of 2019 Notes that may be authenticated and
delivered and Outstanding under the Indenture is not limited. The aggregate principal amount of the 2019 Notes shall initially be $950 million. The Company may from time to time, without the consent of the Holders, create and issue Additional Notes
having the same terms and conditions as the 2019 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes
issued in this manner will be consolidated with, and will form a single series with, the 2019 Notes (any such Additional Notes, “Additional 2019 Notes”), unless otherwise specified for Additional Notes in an applicable Notes
Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 301 of the Indenture. 

6. Redemption. (a) The 2019 Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from
time to time on and after April 15, 2015 and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address and the Company shall
notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment of the redemption price and
the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the 

  
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Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The 2019 Notes will be so
redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on the relevant Interest Payment Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month period commencing on April 15 of the years set forth below: 

 

					
	 Redemption Period
	  	Price	 
	 2015
	  	 	106.094	% 
	 2016
	  	 	104.063	% 
	 2017
	  	 	102.031	% 
	 2018 and thereafter
	  	 	100.000	% 

 (b) In addition, at any time and from time to time prior to April 15, 2015, the Company at its
option may redeem 2019 Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including the principal amount of any Additional 2019 Notes, or any other Additional Notes of the same series
as the 2019 Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount
thereof) of 108.125%, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to
Section 307 of the Indenture); provided, however, that an aggregate principal amount of 2019 Notes equal to at least 50% of the original aggregate principal amount of 2019 Notes (including the principal amount of any
Additional 2019 Notes, or any other Additional Notes of the same series as the 2019 Notes) must remain outstanding immediately after each such redemption. 
 The Company may make such redemption upon notice mailed by first-class mail to each Holder’s registered address, and the Company shall notify the Trustee of such Redemption Date and the principal
amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Company may provide in such notice that payment
of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such
redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. 

(c) At any time prior to April 15, 2015, 2019 Notes may also be redeemed in whole or in part, at the Company’s option, at a
price (the “Redemption Price”) equal to 

  
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100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to Section 307 of the Indenture). Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address, and
the Company shall notify the Trustee of such Redemption Date and the principal amount of Notes to be redeemed, in each case in accordance with Section 1005 of the Indenture. The Company may provide in such notice that payment of the
Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change of Control. 
 “Applicable
Premium” means, with respect to an 2019 Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such 2019 Note and (ii) the excess of (A) the present value at such Redemption Date
of (1) the redemption price of such 2019 Note on April 15, 2015 (such redemption price being that described in Section 6(a)), plus (2) all required remaining scheduled interest payments due on such 2019 Note
through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such 2019 Note on such Redemption Date.
Calculation of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee. 

“Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to April 15, 2015; provided, however, that if the period from the
Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of
a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used. 
 7. Section 409.
Section 409(c) of the Indenture shall apply without modification to the 2019 Notes. 

  
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 8. Form. The 2019 Notes shall be issued substantially in the form set forth, or
referenced, in Article II of the Indenture, and either Exhibit A or Exhibit B annexed to the Indenture, in each case as provided for in Section 201 of the Indenture (as such form may be modified in accordance with
Section 301 of the Indenture). 
 9. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL
OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 
 10. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 

11. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement. 
 12. Headings. The section headings herein are for convenience of
reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
 [Signature
Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	HD SUPPLY, INC.
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







 
					
	 BRAFASCO HOLDINGS II, INC.

	 BRAFASCO HOLDINGS, INC.

	 COX LUMBER CO.

	 CREATIVE TOUCH INTERIORS, INC.

	 HD SUPPLY CONSTRUCTION SUPPLY GROUP, INC.

	 HD SUPPLY FACILITIES MAINTENANCE GROUP, INC.

	 HD SUPPLY FASTENERS & TOOLS, INC.

	 HD SUPPLY GP & MANAGEMENT, INC.

	 HD SUPPLY MANAGEMENT, INC.

	 HD SUPPLY UTILITIES GROUP, INC.

	 HD SUPPLY WATERWORKS GROUP, INC.

	 HSI IP, INC.

	 SUNBELT SUPPLY CANADA, INC.

	 WHITE CAP CONSTRUCTION SUPPLY, INC.

		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







 
					
	HD BUILDER SOLUTIONS GROUP, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY DISTRIBUTION SERVICES, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY REPAIR & REMODEL, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	WILLIAMS BROS. LUMBER COMPANY, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







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

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY ELECTRICAL, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	 HD SUPPLY FACILITIES

MAINTENANCE, LTD.

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

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY HOLDINGS, LLC
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







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

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	HD SUPPLY WATERWORKS, LTD.
	By: HD Supply GP & Management, Inc., its general partner
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	MADISON CORNER, LLC
	By: Cox Lumber Co., its managing member
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President
	
	PARK-EMP, LLC
	By: Cox Lumber Co., its managing member
		
	By:	 	 /s/ Vidya Chauhan

		 	Name:	 	Vidya Chauhan
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







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

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

		 	Name:	 	Katherine Boelte
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







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

		 	Name:	 	Ricardo Nunez
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture] 







 
			
	HD SUPPLY DISTRIBUTION SERVICES, LLC
	
	 By: HD SUPPLY GP & MANAGEMENT, INC.,
 as Manager

		
	By:	 	 /s/ Ricardo Nunez

	Name:	 	Ricardo Nunez
	Title:	 	Secretary









 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Timothy Mowdy

		 	Name:	 	Timothy Mowdy
		 	Title:	 	Vice President


 [Signature Page to First Supplemental Indenture to First Priority Notes Indenture]