EX-10.7



 Exhibit 10.7 
 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Note Collateral
Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below. 

W I T N E S S E T H : 

WHEREAS, HD Supply, Inc., a Delaware corporation (“the “Company”), the Subsidiary Guarantors from time to time
party thereto, and Wilmington Trust, National Association, as indenture trustee (in such capacity, and together with any successors and assigns in such capacity, the “Trustee”) on behalf of the Holders (as defined in the Indenture)
and as Note Collateral Agent, are parties to an Indenture, dated as of April 12, 2012 (as amended by that First Supplemental Indenture, dated as of April 12, 2012, and as the same may be further amended, amended and restated, waived,
supplemented or otherwise, modified from time to time, the “Indenture”); 
 WHEREAS, in connection with the
Indenture, the Company and certain of its Subsidiaries are, or are to become, parties to the Collateral Agreement, dated as of April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “Collateral
Agreement”), in favor of the Note Collateral Agent, for the benefit of the Secured Parties; 
 WHEREAS, the Indenture
requires the Additional Pledgor to become a Pledgor under the Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Additional Pledgor; and 
 WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become a Pledgor under the Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1. Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in subsection 9.15 of the Collateral Agreement, hereby becomes a Pledgor
under the Collateral Agreement with respect to the shares of Capital Stock of each Subsidiary of the Additional Pledgor 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 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:

	
	WILMINGTON TRUST, NATIONAL ASSOCIATION
	as Note Collateral Agent
		
	By:	 	 /s/ Jane Schweiger

		 	Name: Jane Schweiger
		 	Title: Vice President


  
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 Annex 1-A to  
 Supplemental Agreement 
 Supplement to 

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