Exhibit 10.17

 

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 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 ABL 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 “ABL Guarantee and Collateral Agreement”), in favor of the U.S. ABL Collateral Agent, for the benefit of the Secured Parties (as defined in the ABL Guarantee and Collateral Agreement);

 

WHEREAS, the Additional Grantor is a member of an affiliated group of companies that includes the Parent Borrower and each other Grantor; the proceeds of the extensions of credit under the ABL Credit Agreement will be used in part to enable the Borrowers 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 Borrowers 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 ABL Credit Agreement;

 

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

 

NOW, THEREFORE, IT IS AGREED:

 

1.             ABL Guarantee and Collateral Agreement.  By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in subsection 9.15 of the ABL Guarantee and Collateral Agreement, hereby becomes a party to the ABL 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 ABL 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 ABL 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 ABL Guarantee and Collateral Agreement, to the U.S. ABL 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 ABL Guarantee and Collateral Agreement) of the Additional Grantor, except as provided in subsection 3.3 of the ABL Guarantee and Collateral Agreement.

 

2.             GOVERNING LAW.  THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 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 (ABL)]

 











 

	
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
    	
 
    


 

[Signature Page to Assumption Agreement (ABL)]

 











 

Annex 1-A to
  Assumption Agreement

 

Supplement to
 ABL 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.

Facsimile:  (212) 521-7015

Telephone:  (212) 909-6000

 

Supplement to
 ABL 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
 ABL Guarantee and Collateral Agreement
  Schedule 4

 

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


 

1-A-1