Exhibit 10.32

 

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 December 4, 2014, 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. 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. Collateral Agreement”);

 

WHEREAS, pursuant to the U.S. 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 other-wise 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. Collateral Agreement.

 

SECTION 2. Confirmation of Security Interest. Each Grantor hereby confirms that pursuant to the U.S. 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. Collateral Agreement with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the U.S. Collateral Agreement. The U.S. 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. 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.

 

 

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


 

[SIGNATURE PAGE — ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS]

 











 

	
 
    	
GENERAL   ELECTRIC CAPITAL CORPORATION,
    
	
 
    	
in   its capacity as U.S. ABL Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Steven Flowers
    
	
 
    	
Name:   Steven Flowers
    
	
 
    	
Title:   Duly Authorized Signatory
    


 

[SIGNATURE PAGE — ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS]

 











 

Schedule A

 

Trademarks

 

HD Supply Facilities Maintenance, Ltd.

 

	
TRADEMARK
    	
 
    	
Status
    	
 
    	
Ser. No./Reg.
   No.
    	
 
    	
App. Date/Reg.
   Date
    	
 
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Registered
    	
 
    	
RN: 4,610,425
    	
 
    	
9/23/2014
    	
 
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Registered
    	
 
    	
RN: 4,375,851
    	
 
    	
7/30/2013
    	
 
    
	
MAINTENANCE   WAREHOUSE & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,376,494
    	
 
    	
7/30/2013
    	
 
    
	
MAINTENANCE   WAREHOUSE & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,606,259
    	
 
    	
9/16/2014
    	
 
    


 

HDS IP Holding, LLC

 

	
TRADEMARK
    	
 
    	
Status
    	
 
    	
Ser. No./Reg.
   No.
    	
 
    	
App. Date/Reg.
   Date
    	
 
    
	
ASPEN &   Design
    	
 
    	
Registered
    	
 
    	
RN: 4,461,343
    	
 
    	
1/7/2014
    	
 
    
	
CREATIVE   TOUCH INTERIORS
    	
 
    	
Registered
    	
 
    	
RN: 4,406,141
    	
 
    	
9/24/2013
    	
 
    
	
VISTRA &   Design
    	
 
    	
Registered
    	
 
    	
RN: 4,392,346
    	
 
    	
8/27/2013
    	
 
    
	
HD   SUPPLY HARDWARE SOLUTIONS(1)
    	
 
    	
Registered
    	
 
    	
RN: 114-257
    	
 
    	
3/4/2014
    	
 
    
	
AQUAGUARD   5 STEP POOL CARE SYSTEM & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,535,768
    	
 
    	
05/27/2014
    	
 
    
	
BRIGHTON   MANOR
    	
 
    	
Registered
    	
 
    	
RN: 4,129,736
    	
 
    	
4/17/2012
    	
 
    
	
BRIGHTON   MANOR & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,535,779
    	
 
    	
5/27/2014
    	
 
    
	
GREENBLOGIC
    	
 
    	
Registered
    	
 
    	
RN: 4,155,442
    	
 
    	
6/5/2012
    	
 
    
	
GRIDADVANCE
    	
 
    	
Registered
    	
 
    	
RN: 4,538,054
    	
 
    	
5/27/2014
    	
 
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/303,044
    	
 
    	
6/6/2014
    	
 
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Pending
    	
 
    	
SN: 86/424,236
    	
 
    	
10/15/2014
    	
 
    
	
PROUDLY   DRIVEN BY A VETERAN
    	
 
    	
Pending
    	
 
    	
SN: 86/320,061
    	
 
    	
6/25/2014
    	
 
    
	
RELIA+
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/436,537
    	
 
    	
10/28/2014
    	
 
    
	
RELIA+
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/436,545
    	
 
    	
10/28/2014
    	
 
    
	
RELIA+
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/436,549
    	
 
    	
10/28/2014
    	
 
    


 




(1)  This trademark is registered in the State of Alabama.

 

A - 1











 

	
RELIACARE
    	
 
    	
Registered
    	
 
    	
RN: 4,492,443
    	
 
    	
3/4/2014
    	
 
    
	
SEASONS
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/373,220
    	
 
    	
8/21/2014
    	
 
    
	
SEASONS
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/373,226
    	
 
    	
8/21/2014
    	
 
    
	
SEASONS
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/435,093
    	
 
    	
10/27/2014
    	
 
    
	
SEASONS
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/435,138
    	
 
    	
10/27/2014
    	
 
    
	
SPEEDBUILD
    	
 
    	
Allowed
    	
 
    	
SN: 86/160,304
    	
 
    	
1/8/2014
    	
 
    
	
SPEEDBUILD
    	
 
    	
Allowed
    	
 
    	
SN: 86/160,701
    	
 
    	
1/8/2014
    	
 
    
	
TRUESTOCK
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/373,181
    	
 
    	
8/21/2014
    	
 
    
	
TRUESTOCK
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/373,202
    	
 
    	
8/21/2014
    	
 
    
	
TRU   PERSPECTIVE
    	
 
    	
Pending 

ITU
    	
 
    	
SN: 86/309,319
    	
 
    	
6/13/2014
    	
 
    
	
WE   BUILD YOUR CITY AND KEEP IT RUNNING
    	
 
    	
Registered
    	
 
    	
RN: 4,374,791
    	
 
    	
7/30/2013