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/ Xxxxxxxxx X. Xxxxxx
		Name: Xxxxxxxxx Xxxxxx
		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/ Xxxxxxx X Xxxxxxxx
		Name: Xxxxxxx X Xxxxxxxx
		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