Notice of Consent




 EXHIBIT 10.7 

Execution Copy 

NOTICE OF CONSENT 

March 19, 2010 
 HD Supply, Inc.

 3100 Cumberland Blvd., Suite 1480 

Atlanta, Georgia 30339 
 Attention: General
Counsel 
 Merrill Lynch Capital Corporation, 

as administrative agent under the Credit 

Agreement referred to below 
 4 World Financial
Center 
 250 Vesey Street 
 New York,
NY 10080 
 Re: Guarantee and Reimbursement Agreement, dated as of August 30, 2007 (as amended, supplemented or
otherwise modified from time to time, the “THD Guarantee”), among The Home Depot, Inc., a Delaware corporation (“we” or “THD”), HD Supply Inc., a Delaware corporation (“you” or the
“Borrower”), each Other Guarantor (as defined therein) and Merrill Lynch Capital Corporation, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined therein).
Capitalized terms used herein without definition shall have the meanings assigned thereto in the THD Guarantee. 
 Ladies and Gentlemen:

 We refer to the THD Guarantee. 

You have advised us that you wish to extend the maturity of all or a portion of the Guaranteed Term Loans to a date that is not later
than June 1, 2014, pursuant to an amendment to the Credit Agreement substantially in the form attached hereto as Exhibit A (such amendment, the “Amendment”). Our consent to the Amendment is required pursuant to
Section 4.02 of the THD Guarantee. 
 Consent 

We hereby notify you of our consent to the Amendment and to the extension of the maturity of all or a portion of the Guaranteed Term Loans
to a date that is not later than March 1, 2014 pursuant to, and on the terms set forth in, the Amendment. THD 








 
hereby gives notice, pursuant to the definition of “Extended Term Loan Maturity Date” in the Amendment, that it has elected to extend the THD Guarantee to April 1, 2014. We reserve
the right to elect (and notify you upon such election), pursuant to the definition of “Extended Term Loan Maturity Date” in the Amendment, to give our consent to a further extension of the maturity of all or a portion of the Guaranteed
Term Loans to a date that is not later than June 1, 2014. 
 Representations and Warranties 

Our consent, and the execution, delivery and performance by THD of this notice of consent (i) are within THD’s corporate powers,
(ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation or by-laws of THD or of any material agreement, judgment, injunction, order, decree or other instrument binding upon THD or any of its Significant Subsidiaries, and
(v) do not result in the creation or imposition of any Lien on any asset of THD or any of its Significant Subsidiaries. 

This notice of consent constitutes a valid and binding agreement of THD enforceable in accordance with its terms, provided that the
enforceability hereof is subject to general principles of equity and the bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally. 

Reaffirmation of Guarantee 

THD acknowledges and agrees that the THD Guarantee shall continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Amendment. 

General 

The provisions of Sections 9.04, 9.06 and 9.10 of the THD Guarantee are incorporated into this notice of consent by reference. 

This notice of consent may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall
constitute one and the same document. Delivery of an executed signature page of this notice of consent by facsimile or electronic (including “PDF”) transmission shall be effective as delivery of a manually executed counterpart hereof.

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	Sincerely yours,
	
	The Home Depot, Inc.
		
	By:	 	/s/ Carol B. Tome
	Name:	 	Carol B. Tome
	Title:	 	CFO & EVP


  

 

			
	Accepted as of March 19, 2010:
	
	HD Supply, Inc.
		
	By:	 	/s/ Vidya Chauhan
	Name:	 	Vidya Chauhan
	Title:	 	Senior Vice President, Strategic
	Business Development

  

			
	
	Merrill Lynch Capital Corporation,
	as Administrative Agent
		
	By:	 	/s/ Don Burkitt
	Name:	 	Don Burkitt
	Title:	 	Senior Vice President









 Exhibit A 

Amendment