EX-10.5



 Exhibit 10.5 
 SUPPLEMENTAL AGREEMENT 
 SUPPLEMENTAL AGREEMENT, dated as of July 27,
2012 made by HD SUPPLY HOLDINGS, LLC, a Delaware limited liability company (the “Additional Pledgor”), in favor of BANK OF AMERICA, N.A., as collateral agent and administrative agent (in such capacity, the “Collateral
Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below). All capitalized terms not defined
herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement. 
 W I T N E S S E T H : 
 WHEREAS, HD Supply, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A., as administrative agent and collateral agent, the Lenders and certain other persons are parties
to a Credit Agreement, dated as of April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries are, or are to become, parties to the Guarantee and Collateral Agreement, dated as of April 12, 2012 (as
amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral
Agreement); 
 WHEREAS, the Credit Agreement requires the Additional Pledgor to become a Pledgor under the Guarantee and
Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Borrower; and 
 WHEREAS, the Additional
Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become a Pledgor under the Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By
executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares
of Capital Stock of each Subsidiary of the Borrower listed in Annex 1-A hereto, as an Issuer thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral
Agreement, and such Schedule 2 is hereby amended and modified to include such information. 
 2. GOVERNING LAW. THIS
SUPPLEMENTAL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF
CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 







 IN WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to be duly
executed and delivered as of the date first above written. 
  

			
	HD SUPPLY HOLDINGS, LLC
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: VP, Treasurer


  

			
	 Acknowledged and Agreed to as
 of the date hereof by:
  
 BANK
OF AMERICA, N.A.,
 as Collateral Agent and Administrative Agent

		
	By:	 	 /s/ Darleen R Parmelee

		 	Name: Darleen R Parmelee
		 	Title: Assistant Vice President


  
 2 








 Annex 1-A to  
 Supplemental Agreement 
 Supplement to 

Guarantee and Collateral Agreement 
 Schedule 2 
 Pledged Stock 

 

																			
	 Pledgor
	 	 Issuer
	 	 Class of Stock or
Interests
	 	Par
Value	 	 	Certificate
No(s).	 	Number of
Shares or
Interests
Pledged	 	 	% of
All
Issued
Capital
or Other
Equity
Interests
of Issuer
Pledged	 
	 HD Supply Holdings, LLC
	 	Varsity AP Holding Corporation	 	Common	 	$	.01	  	 	n/a	 	 	100,000,000	  	 	 	100	% 
		 	GCP Amerifile Coinvest Inc.	 	Common	 	$	.001	  	 	n/a	 	 	1,000	  	 	 	100	% 
		 	Varsity AP Holdings LLC	 	Membership Interests	 	 	n/a	  	 	n/a	 	 	13,797,000	  	 	 	27	% 


  
 A-1