EX-10.3



 Exhibit 10.3 
 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 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, the ABL Credit Agreement requires the Additional Pledgor to
become a Pledgor under the U.S. Guarantee and Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Parent Borrower; and 
 WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become a Pledgor under the U.S. Guarantee and Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1. U.S. Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in subsection 9.15 of the U.S. Guarantee and
Collateral Agreement, hereby becomes a Pledgor under the U.S. Guarantee and Collateral Agreement with respect to the shares of Capital Stock of each Subsidiary of the Parent 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 U.S. Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. 

2. GOVERNING LAW. THIS SUPPLEMENTAL AGREEMENT AND RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS 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 LAW 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:

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

		
	By:	 	 /s/ Steven Flowers

		 	Name: Steven Flowers
		 	Title: Duly Authorized Signatory


  
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 Annex 1-A to  
 Supplemental Agreement 
 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	 
	 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