Exhibit 10.18

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “First Amendment”), dated as of February 15, 2013 among HD Supply, Inc. (the “Borrower”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) and the Lenders party hereto (the “Lenders”). Capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent are parties to a Credit Agreement, dated as of April 12, 2012 (the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, Section 10.1 of the Credit Agreement provides that the Credit Agreement may be amended, modified and waived from time to time;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - Amendments. Subject to the satisfaction of the conditions set forth in Section Two hereof:

(1) The following defined terms shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“First Amendment”: the First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the Borrower, the Administrative Agent and the Lenders party thereto.

“First Amendment Arrangers”: Bank of America, N.A., Goldman Sachs Lending Partners LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC, J.P. Morgan Securities LLC and Barclays Bank, PLC.

“First Amendment Effective Date”: February 15, 2013.

“Repricing Transaction”: other than in connection with a transaction involving a Change of Control, the prepayment of the Term Loans by the Borrower with the proceeds of secured term loans (including any new, amended or additional loans or Term Loans under this Agreement, whether as a result of an amendment to this Agreement or otherwise), that are broadly marketed or syndicated to banks and other institutional investors in financings similar to the Term Loans and having an effective interest cost or weighted average yield (as determined prior to such prepayment by the Administrative Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement, structuring, syndication or commitment fees in connection therewith, and

excluding any performance or ratings based pricing grid that could result in a lower interest rate based on future performance, but including any Eurocurrency Rate floor or similar floor that is higher than the then applicable Eurocurrency Rate) that is less than the interest rate for or weighted average yield (as determined prior to such prepayment by the Administrative Agent on the same basis) of the Term Loans immediately prior to such prepayment, including as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Term Loans.”

(2) The definition of Applicable Margin in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read:

“Applicable Margin”: (a) from the Closing Date to, but excluding the First Amendment Effective Date, (i) with respect to ABR Loans, 5.00% per annum and (ii) with respect to Eurocurrency Loans, 6.00% per annum and (b) from and including the First Amendment Effective Date, (i) with respect to ABR Loans, 2.25% per annum and (ii) with respect to Eurocurrency Loans, 3.25% per annum.

(3) Section 2.7(e) of the Credit Agreement is hereby amended by deleting, in the first sentence thereof, the words “after the first anniversary of the Closing Date”.

(4) Section 3.4(a) of the Credit Agreement is hereby amended by (i) replacing the first two sentences thereof with the sentence “The Borrower may at any time and from time to time prepay the Term Loans made to it in whole or in part, subject to subsection 3.12, without premium or penalty, in each case upon at least three Business Days’ notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (in the case of ABR Loans).” and (ii) adding the following sentences at the end thereof “Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the First Amendment Effective Date the Borrower makes an optional prepayment of the Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Term Loans being prepaid. If, on or prior to the date that is six months after the First Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a fee equal to 1.0% of the aggregate principal amount of Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment.”

(5) Section 10.1(f) of the Credit Agreement is hereby amended by (i) deleting, in the third proviso thereof, the words “(including the applicable premium that would be payable under subsection 3.4(a) if it were a voluntary prepayment, provided that in the case of any such assignment prior to April 12, 2013, the applicable premium shall be 2% of the principal amount of the loan so assigned)” and (ii) deleting, in clause (B) thereof, the words “(except as provided in subsection 3.4, except that in the case of any such prepayment prior to April 12, 2013, such prepayment shall be subject to a prepayment premium of 2% of the principal amount of the loans so prepaid)”.

(6) Section 10.6(g) of the Credit Agreement is hereby amended by deleting the words “(with respect to the Term Loans, on or after April 12, 2013)”.

SECTION TWO - Conditions to Effectiveness. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(1) the Administrative Agent shall have received counterparts to this First Amendment duly executed by the Borrower and the requisite Lenders under the Credit Agreement;

(2) the Borrower shall have paid, or cause to be paid (i) to the First Amendment Arrangers all fees and expenses due pursuant to any engagement letter by and between the First Amendment Arrangers and the Borrower, (ii) to the Administrative Agent, for the ratable account of each Lender consenting to this First Amendment (other than any Lender (each such Lender, an “Assignment Consenting Lender”) that, in accordance with Section 10.1(f) of the Credit Agreement, consents to the Amendment in connection with an assignment of Term Loans from a Non-Consenting Lender), a fee in an amount equal to 3.00% (or, with respect to each Assignment Consenting Lender, such other fee as such Assignment Consenting Lender shall agree in accordance with Section 10.1(f) of the Credit Agreement, which fee, for the avoidance of doubt, shall be less than or equal to 3.00% of the aggregate principal amount of the Term Loans of such Assignment Consenting Lender) of the principal amount of the Term Loans of each such consenting Lender outstanding on the First Amendment Effective Date immediately prior to the First Amendment becoming effective (payment of the fees specified in this clause (ii) shall satisfy, in full, any obligation of the Borrower to pay the fees referred to in Sections 3.4(a) and 10.1(f) of the Credit Agreement) and (iii) any accrued and unpaid interest on the Loans to but not including the First Amendment Effective Date;

(3) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this First Amendment, and the performance of the Credit Agreement as amended by this First Amendment, certified as of the First Amendment Effective Date by a Responsible Officer, secretary or assistant secretary of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificate (or the equivalent thereof) for the Borrower from its jurisdiction of formation;

(4) the Administrative Agent shall have received a favorable written opinion of Debevoise & Plimpton LLP (as to enforceability of the Credit Agreement (as amended by this First Amendment) and this First Amendment), counsel to the Borrower, addressed to the Administrative Agent, Collateral Agent and each Lender signatory hereto, dated the First Amendment Effective Date; and

(5) the Administrative Agent shall have received a “Life-of-Loan” flood hazard determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party and (y) certificates of insurance evidencing the insurance required by the Credit Agreement in form and substance satisfactory to the Administrative Agent.

SECTION THREE - Representations and Warranties; No Default. In order to induce the Lenders to consent to this First Amendment, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that on and as of the date hereof after giving effect to this First Amendment, (i) no Default or Event of Default exists as of the First Amendment Effective Date; (ii) all representations and warranties set forth in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the execution, delivery and performance of this First Amendment has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or at law).

SECTION FOUR - Reference to and Effect on the Credit Agreement and the other Loan Documents. On and after the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this First Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall not be impaired or limited by the execution or effectiveness of this First Amendment. The Borrower hereby confirms that each Loan Document and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all “Obligations” (in each case as such terms are defined in the applicable Loan Document). The Borrower hereby covenants to take, and to cause each other Loan Party to take, any action reasonably requested by the Collateral Agent in accordance with Section 6.9(d) of the Credit Agreement to continue the validity, perfection and priority of the Liens created pursuant to the Security Documents. The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.

SECTION FIVE - Execution in Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of this First Amendment by facsimile transmission or electronic photocopy (i.e., “pdf”) shall be effective as delivery of a manually executed counterpart of this First Amendment.

SECTION SIX - Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT 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 parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.

HD Supply, Inc.


By:	/s/ Vidya Chauhan
	Name:	Vidya Chauhan
	Title:	Senior Vice President, Strategic Business Development

Exhibit A

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed as of the date first written above.


	0934594 B.C. UNLIMITED LIABILITY COMPANY
	(Please type or print legal name of Lender)

	By:	GRAMERCY ULC


	By:	/s/ Arlene Arellano
		Name:	Arlene Arellano
		Title:	Authorized Signatory


	[If a second signature is required]


	By:
		Name:
		Title: