EX-10.2



 Exhibit 10.2 
 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 GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent and
administrative agent (in such capacity, the “U.S. ABL Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the ABL 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 U.S. Guarantee and Collateral Agreement referred to below, or if not defined therein, in the ABL Credit Agreement.

 W I T N E S S E T H : 

WHEREAS, HD Supply, Inc., a Delaware corporation (the “Parent Borrower”), the Subsidiary Borrowers party thereto,
General Electric Capital Corporation, as administrative agent and collateral agent, GE Canada Finance Holding Company, as Canadian administrative agent and Canadian collateral agent, and the Lenders are parties to an ABL Credit Agreement, dated as
of April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “ABL Credit Agreement”); 
 WHEREAS, in connection with the ABL Credit Agreement, the Parent Borrower and certain of its Subsidiaries are, or are to become, parties to the U.S. Guarantee and Collateral Agreement, dated as of
April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “U.S. Guarantee and Collateral Agreement”), in favor of the U.S. ABL Collateral Agent, for the benefit of the Secured Parties (as
defined in the U.S. Guarantee and Collateral Agreement); 
 WHEREAS, each Additional Grantor is a member of an affiliated group
of companies that includes the Parent Borrower and each other Grantor; the proceeds of the extensions of credit under the ABL Credit Agreement will be used in part to enable the Borrowers 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 Borrowers 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 ABL Credit Agreement; 
 WHEREAS, the ABL Credit Agreement requires each Additional Grantor to become a party to the U.S. 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 U.S.
Guarantee and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. U.S. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as
provided in subsection 9.15 of the U.S. Guarantee and Collateral Agreement, hereby becomes a party to the U.S. 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 U.S. 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 U.S. 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 U.S. Guarantee and
Collateral Agreement, to the U.S. ABL 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 U.S. Guarantee and Collateral Agreement) and, except
for AP RE LLC, the Pledged Collateral (as such term is defined in the U.S. Guarantee and Collateral Agreement) of such Additional Granting Party, except as provided in Section 3.3 of the U.S. Guarantee and Collateral Agreement. 

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 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:

 
 GENERAL ELECTRIC CAPITAL CORPORATION, as U.S. ABL Collateral Agent and
Administrative Agent

		
	By:	 	 /s/ Steven Flowers

		 	Name: Steven Flowers
		 	Title: Duly Authorized Signatory


  
 4 








 Annex 1-A to  
 Assumption Agreement 
 Supplement to 

U.S. Guarantee and Collateral Agreement  
 Schedule 1 
 Notices, requests or demands to or upon any Grantor under the U.S. 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 
 U.S. 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 
 U.S. 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 General Electric Capital Corporation, 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 General Electric
Capital Corporation , 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


  
 A-2










							
	 Granting Party
	  	 State
	  	 Filing Office
	  	 Document Filed

	 AP RE LLC
	  	Georgia	  	Cooperative Authority	  	UCC-1 Financial Statement

 Supplement to 
 U.S. 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 
 U.S. 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


  
 A-3










							
	 TRADEMARK
	  	Status	  	Reg. No.	  	Reg. Date
	 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

 Supplement to 
 U.S. Guarantee and Collateral Agreement  
 Schedule 6 

None. 

  
 A-4