EX-10.4



 Exhibit 10.4 
 ASSUMPTION AGREEMENT 
 ASSUMPTION AGREEMENT, dated as of July 27,
2012, made by VARSITY AP HOLDING CORPORATION, a Georgia corporation, GCP AMERIFILE COINVEST INC., a Delaware corporation, VARSITY AP HOLDINGS LLC, a Delaware limited liability company, AMERIFILE, LLC, a Delaware limited liability company, PEACHTREE
BUSINESS PRODUCTS, LLC, a Delaware limited liability company, and AP RE LLC, a Georgia limited liability company (each, an “Additional Grantor”), in favor of BANK OF AMERICA, NA., 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 such 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, and the Lenders 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, each Additional Grantor is a
member of an affiliated group of companies that includes the Borrower and each other Grantor; the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more
of the other Grantors (including each Additional Grantor) in connection with the operation of their respective businesses; and the Borrower and the other Grantors (including each Additional Grantor) are engaged in related businesses, and each such
Grantor (including each Additional Grantor) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; 
 WHEREAS, the Credit Agreement requires each Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in subsection 9.15 of the Guarantee and Collateral Agreement, hereby
becomes a party to the Guarantee and Collateral Agreement as a Guarantor, Grantor and, except for AP RE LLC, Pledgor thereunder with the same force and effect as if originally named therein as a Guarantor, Grantor and, except for AP RE LLC, Pledgor
and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor, Grantor and, except for AP RE LLC, Pledgor thereunder. The information set forth in Annex 1-A hereto is hereby added to
the information set forth in Schedules 1, 2, 3, 4 and 5 to the Guarantee and Collateral Agreement, and 







 
such Schedules are hereby amended and modified to include such information. Each Additional Grantor hereby represents and warrants that each of the representations and warranties of such
Additional Grantor, in its capacities as a Guarantor, Grantor and, except for AP RE LLC, Pledgor, contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after
giving effect to this Assumption Agreement) as if made on and as of such date. Each Additional Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of
the Secured Parties, a continuing security interest in the Collateral (as such term is defined in Section 3.1 of the Guarantee and Collateral Agreement) and, except for AP RE LLC, the Pledged Collateral (as such term is defined in the Guarantee
and Collateral Agreement) of such Additional Granting Party, except as provided in Section 3.3 of the Guarantee and Collateral Agreement. 
 2. GOVERNING LAW. THIS ASSUMPTION 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. 

  
 2 








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

			
	VARSITY AP HOLDING CORPORATION
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer
	
	GCP AMERIFILE COINVEST INC.
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer
	
	VARSITY AP HOLDINGS LLC
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer
	
	AMERIFILE, LLC
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer
	
	PEACHTREE BUSINESS PRODUCTS, LLC
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer
	
	AP RE LLC
		
	By:	 	 /s/ Katherine A. Boelte

		 	Name: Katherine Boelte
		 	Title: Treasurer



  
 3 









			
	 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


  
 4 








 Annex 1-A to  
 Assumption Agreement 
 Supplement to 

Guarantee and Collateral Agreement 
 Schedule 1 
 Notices, requests or demands to or upon any Grantor under the Guarantee and
Collateral Agreement shall be made to such Grantor as follows: 
 Any of: 
 Varsity AP Holding Corporation 
 GCP Amerifile Coinvest Inc. 

Varsity AP Holdings LLC 
 Amerifile LLC

 Peachtree Business Products, LLC 
 AP
RE LLC 
 3100 Cumberland Boulevard, 

Suite 1700 
 Atlanta, GA, 30339 

Attention: Ricardo Nunez 
 Telephone: (770)
852-9321 
 HDS IP Holding, LLC 
 101
Convention Center Drive, Suite 850 
 Las Vegas, NV 89109 
 Attention: Ricardo Nunez 
 Telephone: (770) 852-9321 

with copies to 
 Debevoise & Plimpton
LLP 
 919 Third Avenue 
 New York, New
York 10022 
 Attention: Paul Brusiloff, Esq. 
 Facsimile: (212) 521-7015 
 Telephone: (212) 909-6000 

  
 A-1









 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	 
	 Varsity AP Holding Corporation
	  	 Varsity AP Holdings LLC
	  	Membership Interests	  	 	n/a	  	  	 	n/a	  	  	 	36,383,200	  	  	 	71.2	% 
	 GCP Amerifile Coinvest Inc.
	  	 Varsity AP Holdings LLC
	  	Membership Interests	  	 	n/a	  	  	 	n/a	  	  	 	919,800	  	  	 	1.8	% 
	 Varsity AP Holdings LLC
	  	 Amerifile LLC
	  	Membership Interests	  	 	n/a	  	  	 	n/a	  	  	 	n/a	  	  	 	100	% 
	 Amerifile LLC
	  	 Peachtree Business Products, LLC
	  	Membership Interests	  	 	n/a	  	  	 	n/a	  	  	 	n/a	  	  	 	100	% 
	 Peachtree Business Products, LLC
	  	 AP RE LLC
	  	Membership Interests	  	 	n/a	  	  	 	n/a	  	  	 	n/a	  	  	 	100	% 

 Supplement to 
 Guarantee and Collateral Agreement 
 Schedule 3 

Intellectual Property Filings 
 United States Patent and Trademark Office (“USPTO”) 
 Notice and
Confirmation of Grant of Security Interest in Trademarks, dated as of July 27, 2012, made by the signatories thereto in favor of Bank of America, N.A., as administrative agent and collateral agent, to be filed with the Trademark Division of the
United States Patent and Trademark Office. 
 United States Copyright Office (“USCO”) 

Grant of Security Interest in Copyrights, dated as of July 27, 2012, made by the signatories thereto in favor of Bank of America, N.A., as
administrative agent and collateral agent, to be filed with the United States Copyright Office. 
 Existing Security Interests

 UCC Filings 
  

							
	 Granting Party
	  	 State
	  	 Filing Office
	  	 Document Filed

	 Varsity AP Holding Corporation
	  	Georgia	  	Cooperative Authority	  	UCC-1 Financial Statement
	 GCP Amerifile Coinvest Inc.
	  	Delaware	  	Delaware Secretary of State	  	UCC-1 Financial Statement
	 Varsity AP Holdings LLC
	  	Delaware	  	Delaware Secretary of State	  	UCC-1 Financial Statement
	 Amerifile LLC
	  	Delaware	  	Delaware Secretary of State	  	UCC-1 Financial Statement
	 Peachtree Business Products, LLC
	  	Delaware	  	Delaware Secretary of State	  	UCC-1 Financial Statement
	 AP RE LLC
	  	Georgia	  	Cooperative Authority	  	UCC-1 Financial Statement


  
 A-2









 Supplement to 
 Guarantee and Collateral Agreement 
 Schedule 4 

 

			
	 Legal Name
	  	 Jurisdiction of Organization

	 Varsity AP Holding Corporation
	  	Georgia
	 GCP Amerifile Coinvest Inc.
	  	Delaware
	 Varsity AP Holdings LLC
	  	Delaware
	 Amerifile LLC
	  	Delaware
	 Peachtree Business Products, LLC
	  	Delaware
	 AP RE LLC
	  	Georgia

 Supplement to 
 Guarantee and Collateral Agreement 
 Schedule 5 

Patents 

None. 

Copyrights 

Amerifile, LLC 
  

					
	 Title
	  	 Registration No.
	  	 Registration Date

	 AmeriFile Spring/Summer Catalog U
	  	TX0006838826	  	May 2, 2008

 Trademarks 
 Peachtree Business Products, LLC 
  

							
	 TRADEMARK
	  	 Status
	  	 Reg. No. / App. No.
	  	
Reg. Date / App. Date

	 FIDO HOUSE (and design)
	  	Registered	  	2736417	  	July 15, 2003
	 FIDO FRESHHANDS
	  	Pending	  	85312225	  	May 4, 2011

 Amerifile, LLC 
  

							
	 TRADEMARK
	  	 Status
	  	 Reg. No.
	  	 Reg. Date

	 AMERIFILE
	  	Registered	  	3688792	  	September 29, 2009
	 ESSENTIAL PRODUCTS FOR AN EFFICIENT PRACTICE
	  	Registered	  	3683191	  	September 15, 2009
	 AMERIFILE
	  	Registered	  	3371018	  	January 15, 2008
	 WALLSTRETCHER
	  	Registered	  	2311197	  	January 25, 2000
	 AMERILFE (and design)
	  	Registered	  	2231634	  	March 16, 1999


  
 A-3









 Supplement to 
 Guarantee and Collateral Agreement 
 Schedule 6 

None. 

  
 A-4