Exhibit 10.34

 

EXECUTION VERSION

 

FIRST LIEN SECURED NOTE NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

 

THIS FIRST LIEN SECURED NOTE 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 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, certain Subsidiaries of the Company and the Note Collateral Agent, each Grantor granted to the Note 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, 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.  Confirmation of Security Interest.  Each Grantor hereby confirms that pursuant to the 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 Note 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 or any other Note Security Document in any right, title or interest of such Grantor under or in any Trademark

 











 

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 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 Collateral Agreement with the United States Patent and Trademark 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 Trademarks 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.]

 

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.

 

 

	
 
    	
HD   SUPPLY REPAIR & REMODEL, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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 to First Lien Secured Note Notice and Confirmation of Grant of Security Interest in Trademarks]

 











 

	
 
    	
HSI   IP, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HD   SUPPLY SUPPORT SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PROVALUE,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WHITE   CAP CONSTRUCTION SUPPLY, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Ricardo Nuñez 
    
	
 
    	
 
    	
Name:   
    	
Ricardo   Nuñez
    
	
 
    	
 
    	
Title:   
    	
Vice   President and Secretary
    


 

[Signature Page to First Lien Secured Note Notice and Confirmation of Grant of Security Interest in Trademarks]

 











 

	
 
    	
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 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
    


 

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
    
	
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
    
	
AMERIFILE
    	
 
    	
Registered
    	
 
    	
RN: 3,688,792
    	
 
    	
9/29/2009
    
	
ESSENTIAL   PRODUCTS FOR AN EFFICIENT PRACTICE
    	
 
    	
Registered
    	
 
    	
RN: 3,683,191
    	
 
    	
9/15/2009
    
	
WALLSTRETCHER
    	
 
    	
Registered
    	
 
    	
RN: 2,311,197
    	
 
    	
1/25/2000
    
	
AMERIFILE   (and design)
    	
 
    	
Registered
    	
 
    	
RN: 2,231,634
    	
 
    	
3/16/1999
    


 

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
    
	
AQUAGUARD
    	
 
    	
Registered
    	
 
    	
RN: 0,720,199
    	
 
    	
8/22/1961
    
	
AQUAGUARD   5 STEP POOL CARE SYSTEM & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,535,768
    	
 
    	
05/27/2014
    
	
AQUATRAC
    	
 
    	
Registered
    	
 
    	
RN: 2,945,650
    	
 
    	
5/3/2005
    
	
ASPEN
    	
 
    	
Registered
    	
 
    	
RN: 2,455,675
    	
 
    	
05/29/2001
    
	
ASPEN &   Design
    	
 
    	
Registered
    	
 
    	
RN: 4,461,343
    	
 
    	
1/7/2014
    
	
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
    
	
BRIGHTON
    	
 
    	
Registered
    	
 
    	
RN: 3,086,948
    	
 
    	
5/2/2006
    


 











 

	
BRIGHTON   MANOR
    	
 
    	
Registered
    	
 
    	
RN: 4,129,736
    	
 
    	
4/17/2012
    
	
BRIGHTON   MANOR & Design
    	
 
    	
Registered
    	
 
    	
RN: 4,535,779
    	
 
    	
5/27/2014
    
	
CHAMPION
    	
 
    	
Registered
    	
 
    	
RN: 2,995,438
    	
 
    	
09/13/2005
    
	
CHAMPION   WINDOW COVERINGS & Design
    	
 
    	
Registered
    	
 
    	
RN: 3,535,469
    	
 
    	
11/18/2008
    
	
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
    
	
CREATIVE   TOUCH INTERIORS
    	
 
    	
Registered
    	
 
    	
RN: 4,406,141
    	
 
    	
9/24/2013
    
	
CROWN   BOLT
    	
 
    	
Registered
    	
 
    	
RN: 1,644,947
    	
 
    	
5/21/1991
    
	
DUROGUARD
    	
 
    	
Registered
    	
 
    	
RN: 4,140,616
    	
 
    	
5/15/2012
    
	
FIDO   HOUSE & Design
    	
 
    	
Registered
    	
 
    	
RN: 2,736,417
    	
 
    	
7/15/2003
    
	
GREENBLOGIC
    	
 
    	
Registered
    	
 
    	
RN: 4,155,442
    	
 
    	
6/5/2012
    
	
GRIDADVANCE
    	
 
    	
Registered
    	
 
    	
RN: 4,538,054
    	
 
    	
5/27/2014
    
	
HD   SUPPLY
    	
 
    	
Registered
    	
 
    	
RN: 3,559,162
    	
 
    	
1/6/2009
    
	
HD   SUPPLY (logo)
    	
 
    	
Registered
    	
 
    	
RN: 3,454,324
    	
 
    	
6/24/2008
    
	
HD   SUPPLY (logo)
    	
 
    	
Registered
    	
 
    	
RN: 3,550,632
    	
 
    	
12/23/2008
    
	
HD   SUPPLY HARDWARE SOLUTIONS(1)
    	
 
    	
Registered
    	
 
    	
RN: 114-257
    	
 
    	
3/4/2014
    
	
HD   SUPPLY FIRE PROTECTION (stylized)
    	
 
    	
Registered
    	
 
    	
RN: 3,671,809
    	
 
    	
8/25/2009
    
	
HD   SUPPLY WATERWORKS (stylized)
    	
 
    	
Registered
    	
 
    	
RN: 3,468,515
    	
 
    	
7/15/2008
    
	
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
    
	
LOCAL   SERVICE NATIONWIDE
    	
 
    	
Registered
    	
 
    	
RN: 3,665,886
    	
 
    	
8/11/2009
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Pending
   ITU
    	
 
    	
SN: 86/303,044
    	
 
    	
6/6/2014
    
	
MAINTENANCE   WAREHOUSE
    	
 
    	
Pending
    	
 
    	
SN: 86/424,236
    	
 
    	
10/15/2014
    
	
PANEL-PRO   TILT-UP ESTIMATING SOFTWARE & Design
    	
 
    	
Registered
    	
 
    	
RN: 2,901,054
    	
 
    	
11/9/2004
    
	
PERFECT   SEAL
    	
 
    	
Registered
    	
 
    	
RN: 4,001,186
    	
 
    	
7/26/2011
    
	
POWERSCOPE
    	
 
    	
Registered
    	
 
    	
RN: 3,461,922
    	
 
    	
7/8/2008
    
	
PROUDLY   DRIVEN BY A VETERAN
    	
 
    	
Pending
    	
 
    	
SN: 86/320,061
    	
 
    	
6/25/2014
    
	
PROVALUE
    	
 
    	
Registered
    	
 
    	
RN: 2,863,412
    	
 
    	
7/13/2004
    
	
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
    
	
RELIACARE
    	
 
    	
Registered
    	
 
    	
RN: 4,492,443
    	
 
    	
3/4/2014
    


 




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

 











 

	
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
    
	
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
    
	
SPEEDBUILD
    	
 
    	
Allowed
    	
 
    	
SN: 86/160,304
    	
 
    	
1/8/2014
    
	
SPEEDBUILD
    	
 
    	
Allowed
    	
 
    	
SN: 86/160,701
    	
 
    	
1/8/2014
    
	
TOTAL   CHOICE ADVANTAGE PROGRAM
    	
 
    	
Registered
    	
 
    	
RN: 3,911,575
    	
 
    	
1/25/2011
    
	
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
    
	
USA   BLUEBOOK and Design
    	
 
    	
Registered
    	
 
    	
RN: 2,266,004
    	
 
    	
8/3/1999
    
	
USABLUEBOOK
    	
 
    	
Registered
    	
 
    	
RN: 2,236,393
    	
 
    	
4/6/1999
    
	
UTILITY   SUPPLY OF AMERICA
    	
 
    	
Registered
    	
 
    	
RN: 2,252,348
    	
 
    	
6/15/1999
    
	
VISTRA
    	
 
    	
Registered
    	
 
    	
RN: 3,895,271
    	
 
    	
12/21/2010
    
	
VISTRA &   Design
    	
 
    	
Registered
    	
 
    	
RN: 4,392,346
    	
 
    	
8/27/2013
    
	
WE   BUILD YOUR CITY AND KEEP IT RUNNING
    	
 
    	
Registered
    	
 
    	
RN: 4,374,791
    	
 
    	
7/30/2013
    
	
WE   GOT IT YOU GET IT AND YOU’RE GONE
    	
 
    	
Registered
    	
 
    	
RN: 3,632,249
    	
 
    	
6/2/2009
    
	
HOME   IMPROVEMENT PRODUCTS DIRECT and Design
    	
 
    	
Registered
    	
 
    	
RN: 3,478,426
    	
 
    	
7/29/2008
    


 

HSI IP, Inc.

	
TRADEMARK
    	
 
    	
Status
    	
 
    	
Ser. No./Reg. No.
    	
 
    	
App. Date/Reg.
   Date
    
	
BAJA
    	
 
    	
Registered
    	
 
    	
RN: 2,243,286
    	
 
    	
5/4/1999
    
	
ELASCO
    	
 
    	
Registered
    	
 
    	
RN: 1,818,239
    	
 
    	
1/25/1994
    
	
ELASCO   (stylized)
    	
 
    	
Registered
    	
 
    	
RN: 1,843,279
    	
 
    	
7/5/1994
    
	
HUGHES
    	
 
    	
Registered
    	
 
    	
RN: 2,288,983
    	
 
    	
10/26/1999
    
	
MINALOY
    	
 
    	
Registered
    	
 
    	
RN: 1,033,014
    	
 
    	
2/10/1976
    
	
MINE   TUFF
    	
 
    	
Registered
    	
 
    	
RN: 1,381,417
    	
 
    	
2/4/1986
    
	
RIO
    	
 
    	
Registered
    	
 
    	
RN: 1,929,737
    	
 
    	
10/24/1995
    
	
THE   SOURCE
    	
 
    	
Registered
    	
 
    	
RN: 2,360,623
    	
 
    	
06/20/2000
    


 











 

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
    
	
WC   and Design
    	
 
    	
Registered
    	
 
    	
RN: 2,385,183
    	
 
    	
9/12/2000
    
	
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 CONSTUCTION SUPPLY
    	
 
    	
Registered
    	
 
    	
RN: 2,927,946
    	
 
    	
2/22/2005