Amendment Letter to Purchase and Sale Agreement between The Home Depot Entities and Pro Acquisition Corporation (August 14, 2007)

Summary

This letter agreement, dated August 14, 2007, is between The Home Depot, Inc. and its affiliates (THD Holdings, LLC, Home Depot International, Inc., Homer TLC, Inc.) and Pro Acquisition Corporation. The parties agree to amend their existing Purchase and Sale Agreement by changing a date in Section 2.3(a) from August 16, 2007, to August 23, 2007. All other terms of the original agreement remain unchanged and in effect.

EX-2.1 2 g09047exv2w1.htm EX-2.1 LETTER AGREEMENT, DATED AUGUST 14, 2007 EX-2.1 LETTER AGREEMENT, DATED AUGUST 14, 2007

Exhibit 2.1

2455 Paces Ferry Rd., Atlanta, GA 30339

August 14, 2007

Pro Acquisition Corporation
c/o Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022-3904
Attention: Paul S. Bird, Esq.

Re: Purchase and Sale Agreement by and between The Home Depot, Inc., THD Holdings, LLC, Home Depot International, Inc., Homer TLC, Inc. and Pro Acquisition Corporation (the “Agreement”)

Dear Sirs:

This letter will confirm our agreement to amend the Agreement to change the reference in Section 2.3(a) of the Agreement to “August 16, 2007” to hereinafter refer to “August 23, 2007”. Except as amended hereby, the Purchase Agreement remains in full force and effect.

Very truly yours.

/s/ Carol B. Tomé

Carol B. Tomé

Executive Vice President-Corporate Services and Chief Financial Officer

Acknowledged and Agreed:


THD HOLDINGS, LLC				HOME DEPOT INTERNATIONAL, INC.

By: /s/ Steven M. Levy Name: Steven M. Levy Title: President				By: /s/ Carol B. Tomé Name: Carol B. Tomé Title: Vice President
HOMER TLC, INC.				PRO ACQUISITION CORPORATION

By: /s/ Steven M. Levy Name: Steven M. Levy Title: President				By: /s/ David Novak Name: David Novak Title: Co-President
cc: Paul S. Bird, Esq.