SUPPLEMENTAL AGREEMENT
Exhibit 10.5
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 BANK OF AMERICA, N.A., 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 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 Guarantee and Collateral Agreement referred to below, or if not defined therein, in the 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, the Lenders and certain other persons are parties to a Credit Agreement, dated as of April 12, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the Credit Agreement);
WHEREAS, in connection with the 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 Guarantee and Collateral Agreement), in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement);
WHEREAS, the Credit Agreement requires the Additional Pledgor to become a Pledgor under the Guarantee and Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Borrower; and
WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become a Pledgor under the Guarantee and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of each Subsidiary of the 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 Guarantee and 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.
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:
BANK OF AMERICA, N.A., as Collateral Agent and Administrative Agent | ||
By: | /s/ Darleen R Parmelee | |
Name: Darleen R Parmelee | ||
Title: Assistant Vice President |
2
Annex 1-A to
Supplemental Agreement
Supplement to
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