Exhibit 10.7

 

ASSUMPTION AGREEMENT

 

ASSUMPTION AGREEMENT, dated as of February 6, 2014, made by HD SUPPLY FM SERVICES, LLC, a Delaware limited liability company (the “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 Term Loan 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 Term Loan Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Term Loan 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 “Term Loan Credit Agreement”);

 

WHEREAS, in connection with the Term Loan 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 “Term Loan Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Term Loan Guarantee and Collateral Agreement);

 

WHEREAS, the 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 Term Loan Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors (including the Additional Grantor) in connection with the operation of their respective businesses; and the Borrower and the other Grantors (including the Additional Grantor) are engaged in related businesses, and each such Grantor (including the Additional Grantor) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Term Loan Credit Agreement;

 

WHEREAS, the Term Loan Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

 

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Term Loan Guarantee and Collateral Agreement;

 

NOW, THEREFORE, IT IS AGREED:

 

1.                                      Term Loan Guarantee and Collateral Agreement.  By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in subsection 9.15 of the Term Loan Guarantee and Collateral Agreement, hereby becomes a party to the Term Loan Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Grantor thereunder.  The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1,3 and 4 to the Term Loan Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information.  The

 











 

Additional Grantor hereby represents and warrants that each of the representations and warranties of such Additional Grantor, in its capacities as a Guarantor and Grantor, contained in Section 4 of the Term Loan 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.  The Additional Grantor hereby grants, as and to the same extent as provided in the Term Loan 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 subsection 3.1 of the Term Loan Guarantee and Collateral Agreement) of the Additional Grantor, except as provided in subsection 3.3 of the Term Loan 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.

 











 

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

 

	
 
    	
HD   SUPPLY FM SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ricardo Nunez
    
	
 
    	
 
    	
Name:   Ricardo Nunez
    
	
 
    	
 
    	
Title:   Vice President and Secretary
    


 

[Signature Page to Assumption Agreement (Term Loan)]

 











 

	
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:     Vice President
    	
 
    


 

[Signature Page to Assumption Agreement (Term Loan)]

 











 

Annex 1-A to
  Assumption Agreement

 

Supplement to
 Term Loan Guarantee and Collateral Agreement
  Schedule 1

 

HD Supply FM Services, LLC

3100 Cumberland Boulevard

Suite 1700

Atlanta, GA 30339

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.

Facisimile:  (212) 521-7015

Telephone:  (212) 909-6000

 

Supplement to
 Term Loan 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
    	
 
    	
Creative   Touch Interiors, Inc.
    	
 
    	
Common   (voting shares)
    	
 
    	
No   par
    	
 
    	
23
    	
 
    	
490
    	
 
    	
100
    	
%
    
	
 
    	
Common   (non-voting shares)
    	
 
    	
No   par
    	
 
    	
24
    	
 
    	
510
    	
 
    
	
HD   Supply Facilities Maintenance, Ltd.
    	
 
    	
HD   Supply FM Services, LLC
    	
 
    	
Units   of membership interests
    	
 
    	
No   par
    	
 
    	
N/A
    	
 
    	
100
    	
 
    	
100
    	
%
    


 

1-A-1











 

Supplement to
 Term Loan Guarantee and Collateral Agreement
  Schedule 3

 

UCC Filings

 

	
Granting Party
    	
 
    	
State
    	
 
    	
Filing Office
    	
 
    	
Document Filed
    
	
HD   Supply FM Services, LLC
    	
 
    	
Delaware
    	
 
    	
Secretary   of State
    	
 
    	
UCC-1   Financial Statement
    


 

Supplement to
 Term Loan Guarantee and Collateral Agreement
  Schedule 4

 

	
Legal Name
    	
 
    	
Jurisdiction of Organization
    
	
HD   Supply FM Services, LLC
    	
 
    	
Delaware
    


 

Supplement to
 Term Loan Guarantee and Collateral Agreement
  Schedule 5

 

INTELLECTUAL PROPERTY

 

None.

 

Supplement to
 Term Loan Guarantee and Collateral Agreement
  Schedule 6

 

CONTRACTS

 

None.

 

1-A-1