Exhibit 10.35

 

EXECUTION VERSION

 

FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS

 

THIS FIRST LIEN SECURED NOTE GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), dated as of December [4], 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 “Note Collateral Agent”) with respect to the 5.25% Senior Secured First Priority Notes due 2021 (the “Notes”) issued by HD SUPPLY, Inc., a Delaware corporation (the “Company”) pursuant to the Indenture, dated as of the date hereof (as amended pursuant to that 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 “Indenture”), among the Company, 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 “Collateral Agreement”), among the Company, the Subsidiary Guarantors party thereto from time to time and the Note Collateral Agent, each Grantor granted to the Note Collateral Agent a security interest in its 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 Indenture, each Grantor agrees, for the benefit of the Note Collateral Agent, as follows:

 

SECTION 1.  Definitions.  Unless otherwise defined herein or the context other-wise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Indenture and the 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 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 Company, 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 Collateral Agreement with the United States Copyright Office.  This Agreement is expressly subject to the terms and conditions of the Collateral Agreement.  The Collateral Agreement (and all rights and remedies of the 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 Note Collateral Agent with respect to the security interest in the Copyrights are fully set forth in the Indenture and the 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/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HDS   IP HOLDING, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HSI   IP, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    


 

[Signature Page to First Lien Secured Note Notice Grant of Security Interest in Copyrights]

 











 

	
 
    	
WHITE   CAP CONSTRUCTION SUPPLY, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HD   SUPPLY FACILITIES MAINTENANCE INC, LTD.
    
	
 
    	
By:   
    	
HD   Supply GP & Management, Inc.,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    


 

[Signature Page to First Lien Secured Note Notice Grant of Security Interest in Copyrights]

 











 

	
 
    	
HD   SUPPLY, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/ Ricardo Nuñez 
    
	
 
    	
 
    	
Name: 
    	
Ricardo Nuñez
    
	
 
    	
 
    	
Title: 
    	
Senior   Vice President, General Counsel and Secretary
    


 

[Signature Page to First Lien Secured Note Notice Grant of Security Interest in Copyrights]

 











 

	
 
    	
WILMINGTON   TRUST, NATIONAL ASSOCIATION
    
	
 
    	
As   Note Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/ Lynn M. Steiner 
    
	
 
    	
 
    	
Name: 
    	
Lynn M. Steiner
    
	
 
    	
 
    	
Title: 
    	
Vice President
    


 

[Signature Page to First Lien Secured Note Notice Grant of Security Interest in Copyrights]

 











 

Schedule A

 

Copyrights

 

Creative Touch Interiors, Inc.

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
FW-08
    	
 
    	
VA   1-048-833
    	
 
    	
3/27/2000
    


 

HDS IP Holding, LLC

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
Powerscope
    	
 
    	
TX7-364-190
    	
 
    	
3/5/2009
    
	
WaterCity
    	
 
    	
VA1-708-882
    	
 
    	
8/5/2008
    


 

HSI IP, Inc.

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
Tools   and industrial supplies: product catalog
    	
 
    	
TX6-012-472
    	
 
    	
7/15/2004
    
	
One   vision, one company, one direction.
    	
 
    	
TX6-020-162
    	
 
    	
8/30/2004
    


 

White Cap Construction Supply, Inc.

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
White   Cap Construction Supply: the contractor trader.
    	
 
    	
TX6-205-672
    	
 
    	
3/23/2005
    
	
White   Cap Construction Supply: the contractor trader.
    	
 
    	
TX6-151-123
    	
 
    	
3/28/2005
    


 

HD Supply Facilities Maintenance, Ltd.

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
AmeriFile   Spring/Summer Catalog U
    	
 
    	
TX0006838826
    	
 
    	
5/2/2008
    


 

A-1











 

HD Supply, Inc.

 

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
Maintenance warehouse catalog : maintenance warehouse catalog
    	
 
    	
TX0003628770
    	
 
    	
8/10/1993
    
	
Maintenance warehouse Kenmore appliance program
    	
 
    	
TX0003242540
    	
 
    	
2/5/1992
    
	
Maintenance warehouse plumbing repair parts order guide: vol. one.
    	
 
    	
TX0003209107
    	
 
    	
12/6/1991
    
	
Hospitality lodging catalog: plumbing, electrical, hardware—no. 1 May   1992/July 1992
    	
 
    	
TX0003318988
    	
 
    	
5/14/1992
    
	
Commercial institutional catalog: plumbing, electrical, hardware
    	
 
    	
TX0003374930
    	
 
    	
8/3/1992
    
	
Commercial institutional catalog: plumbing, electrical, hardware
    	
 
    	
TX0003317708
    	
 
    	
5/14/1992
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003485093
    	
 
    	
2/4/1993
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003364590
    	
 
    	
8/5/1992
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003259113
    	
 
    	
2/5/1992
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003122004
    	
 
    	
8/5/1991
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003010475
    	
 
    	
1/28/1991
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0002920868
    	
 
    	
7/16/1990
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0002742030
    	
 
    	
1/31/1990
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0002633358
    	
 
    	
8/14/1989
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0002567867
    	
 
    	
2/2/1989
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002427460
    	
 
    	
4/7/1988
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002397162
    	
 
    	
9/6/1988
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0001682101
    	
 
    	
10/21/1985
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0001636878
    	
 
    	
7/19/1985
    
	
Maintenance warehouse hospitality catalog
    	
 
    	
TX0003374944
    	
 
    	
8/4/1992
    
	
Maintenance warehouse hospitality catalog
    	
 
    	
TX0004225062
    	
 
    	
2/14/1996
    
	
Maintenance warehouse hospitality catalog
    	
 
    	
TX0004877685
    	
 
    	
10/30/1998
    
	
Maintenance warehouse catalog
    	
 
    	
TXu000282175
    	
 
    	
3/20/1987
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0001859414
    	
 
    	
3/13/1986
    


 

A-2











 

	
Title
    	
 
    	
Registration 
   No.
    	
 
    	
Registration 
   Date
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0001901887
    	
 
    	
9/10/1986
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002002558
    	
 
    	
2/13/1987
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002024492
    	
 
    	
3/4/1987
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002233221
    	
 
    	
12/11/1987
    
	
Paint, plumbing, electrical, hardware wholesale catalog
    	
 
    	
TX0002139758
    	
 
    	
8/3/1987
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003926430
    	
 
    	
9/16/1994
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0003926428
    	
 
    	
9/16/1994
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0004036245
    	
 
    	
3/30/1995
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0004110761
    	
 
    	
8/4/1995
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0004523515
    	
 
    	
4/14/1997
    
	
Maintenance warehouse wholesale catalog
    	
 
    	
TX0004792730
    	
 
    	
10/30/1998
    


 

A-3