EX-10.8



 Exhibit 10.8 
 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 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, each Additional
Grantor is a member of an affiliated group of companies that includes the Company and each other Grantor; 
 WHEREAS, the
Indenture requires each Additional Grantor to become a party to the Collateral Agreement; and 
 WHEREAS, each Additional
Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1. Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in subsection 9.15 of the Collateral Agreement, hereby becomes a party to the
Collateral Agreement as a Grantor and, except for AP RE LLC, Pledgor thereunder with the same force and effect as if originally named therein as a Grantor and, except for AP RE LLC, Pledgor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of 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
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 Grantor and, except for AP RE LLC, Pledgor, contained in Section 4 of the 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 Collateral Agreement, to the Note 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 Collateral Agreement) and, except for AP RE LLC, the Pledged Collateral (as such term is defined in the Collateral Agreement) of such Additional Granting Party, except as provided in subsection 3.3
of the 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. 

  
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 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:

	
	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 
 Assumption Agreement 
 Supplement to 

Collateral Agreement  
 Schedule 1 
 Notices, requests or demands to or upon any Grantor under the 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 

  
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 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	 
	 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 
 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 Wilmington Trust, National Association, as trustee and note 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 Wilmington Trust,
National Association, as trustee and note 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


  
 2 








 Supplement to 
 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 
 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


  
 3 








 Supplement to 
 Collateral Agreement  
 Schedule 6 

None. 

  
 4