Exhibit 10.24

 

SUPPLEMENTAL AGREEMENT

 

SUPPLEMENTAL AGREEMENT, dated as of February 6, 2014, made by HD SUPPLY HOLDINGS, LLC, a Florida limited liability company and HD SUPPLY FACILITIES MAINTENANCE, LTD., a Florida limited partnership (each, an “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 First Lien Collateral Agreement referred to below).  All capitalized terms not defined herein shall have the meaning ascribed to them in the First Lien 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 First Lien Indenture) and as Note Collateral Agent, are parties to a First Lien 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 “First Lien Indenture”);

 

WHEREAS, in connection with the First Lien Indenture, the Company and certain of its Subsidiaries are, or are to become, parties to the First Lien Collateral Agreement, dated as of April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the “First Lien Collateral Agreement”), in favor of the Note Collateral Agent, for the benefit of the Secured Parties;

 

WHEREAS, the First Lien Indenture requires each Additional Pledgor to become a Pledgor under the First Lien Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of each Additional Pledgor; and

 

WHEREAS, each Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become such a Pledgor under the First Lien Collateral Agreement;

 

NOW, THEREFORE, IT IS AGREED:

 

1.             First Lien Collateral Agreement.  By executing and delivering this Supplemental Agreement, each Additional Pledgor, as provided in subsection 9.15 of the First Lien Collateral Agreement, hereby becomes a Pledgor under the First Lien Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of each Additional Pledgor listed in Annex 1-A hereto, as a Grantor thereunder.  The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 2 to the First Lien 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.

 

Annex 3-1











 

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/   Ricardo Nunez
    
	
 
    	
 
    	
Name:
    	
Ricardo   Nunez
    
	
 
    	
 
    	
Title:
    	
Vice   President and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HD   SUPPLY FACILITIES MAINTENANCE, LTD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ricardo Nunez
    
	
 
    	
 
    	
Name:
    	
Ricardo   Nunez
    
	
 
    	
 
    	
Title:
    	
Vice   President and Secretary
    


 

[Signature Page to Supplemental Agreement (First Lien Notes)]

 











 

Acknowledged and Agreed to as 

of the date hereof by:

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Note Collateral Agent

 

 

	
By:
    	
/s/   Lynn M. Steiner
    	
 
    
	
 
    	
Name:
    	
Lynn   M. Steiner
    	
 
    
	
 
    	
Title:
    	
Vice   President
    	
 
    


 

[Signature Page to Supplemental Agreement (First Lien Notes)]

 











 

Annex 1-A to

Supplemental Agreement

 

Supplement to
 First Lien 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
    	
 
    	
1000
    	
 
    	
100
    	
%
    
	
HD   Supply Facilities Maintenance, Ltd.
    	
 
    	
HD   Supply FM Services, LLC
    	
 
    	
Units   of membership interests
    	
 
    	
No   par
    	
 
    	
N/A
    	
 
    	
100
    	
 
    	
100
    	
%
    


 

1-A-1