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Amend #2 To Abl Credit Agreement

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Exhibit 10.6

AMENDMENT NO. 2

TO

ABL CREDIT AGREEMENT

This AMENDMENT NO. 2 to the ABL CREDIT AGREEMENT (as defined below), dated as of November 1, 2007 (this " Amendment" ), is entered into among HD SUPPLY, INC., a Delaware corporation (as successor by merger to HDS ACQUISITION SUBSIDIARY, INC., a Delaware corporation) (the " Parent Borrower" ), the other Borrowers party hereto, MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as administrative agent (the " Administrative Agent" ) and collateral agent for the lenders party thereto (the " Lenders" ), and MERRILL LYNCH CAPITAL CANADA INC., as Canadian administrative agent (the " Canadian Agent" ) and Canadian collateral agent for the Lenders, and amends the ABL Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the ABL Credit Agreement.

W I T N E S S E T H:

WHEREAS, the ABL Credit Agreement dated as of August 30, 2007 (as amended by the Amendment and Waiver No. 1 thereto, dated as of October 3, 2007, and as may be further amended, supplemented or otherwise modified from time to time, the " ABL Credit Agreement" ) was entered into among the Parent Borrower, the several lenders party thereto, the Administrative Agent, the Canadian Agent, JPMORGAN CHASE BANK, N.A., as Issuing Lender, LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as Co-Syndication Agents and joined by certain other Borrowers pursuant to that certain ABL Joinder Agreement dated as of August 30, 2007 among the Parent Borrower and the Borrowers signatory hereto and consented to by the other Loan Parties, the Administrative Agent and the Canadian Agent; WHEREAS, Section 11.1 of the ABL Credit Agreement provides that the ABL Credit Agreement may be amended, modified and waived from time to time;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

SECTION ONE Amendments .

1. The recitals of the ABL Credit Agreement are hereby amended by deleting the reference therein to " $4,150.0" and replacing it with " $1,300.0" .

2. Subsection 1.1 of the ABL Credit Agreement is amended by including the following defined terms therein in appropriate alphabetical order: " Amendment No. 2 Effective Date" : the date of execution of Amendment No. 2 to this Credit Agreement among the Parent Borrower, the Administrative Agent, the Canadian Agent, the U.S. ABL Collateral Agent, the Canadian Collateral and the lenders party thereto.

" Co-Documentation Agents" : General Electric Capital Corporation, Banc of America Securities LLC and Wells Fargo Foothills, LLC, or their respective affiliates 1 , provided that no entity shall become a Co-Documentation agent prior to it or one of its affiliates becoming a Lender.

3. Subsection 1.1 of the ABL Credit Agreement is amended as follows:

(i) The definition of " Agents" shall be amended by adding " , (other than for purposes of subsection 11.5): the Co-Documentation Agents" after the reference therein to " the Canadian Agent" .

(ii) The definition of " Aggregate U.S. Borrower Extensions" shall be amended by adding : " and Canadian Facility Revolving Credit Loans" after the reference therein to " U.S. Facility Revolving Credit Loans" .

(iii) The definition of " Documentation Agent" shall be deleted in its entirety

(iv) The definition of " Senior Credit Facilities" shall be amended and restated in its entirety to read as follows: " Senior Credit Facilities" : collectively, the Facility and the Cash Flow Facility. 4. Subsections 2.1(a) and (b) of the ABL Credit Agreement shall be amended by deleting the references therein to " Revolving Credit Loan" and " Revolving Credit Loans" and replacing them, as applicable, with " revolving credit loan" or " revolving credit loans" . 5. Subsection 2.4(a) of the ABL Credit Agreement shall be amended by deleting the reference therein to " Aggregate U.S. Borrowing Extensions" and replacing it with " Aggregate U.S. Borrower Extensions" .
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