FIRST AMENDMENT AND SUPPLEMENT TO THE PARTICIPATION AGREEMENT
FIRST AMENDMENT AND SUPPLEMENT TO THE PARTICIPATION AGREEMENT, dated
as of May 8, 1997 (this "Agreement"), among The Home Depot, Inc., as Guarantor (the "Guarantor"), Home
Depot U.S.A., Inc., as Lessee and Construction Agent (the "Lessee"), HD Real Estate Funding Corp., as Facility
Lender (the "Facility Lender"), the lenders named on Schedule I hereto, as Lenders (the "Lenders"), Credit
Suisse First Boston, formerly known as Credit Suisse, as Agent Bank and Lender (the "Agent Bank"), and Credit
Suisse Leasing 92A L.P., as Lessor (the "Lessor").
W I T N E S S E T H:
WHEREAS, the Guarantor, the Lessee, the Facility Lender, the lenders named therein, the Agent Bank and the
Lessor are parties to the Participation Agreement dated as of June 25, 1996 (the "Original Participation
Agreement" and as amended hereby, the "Participation Agreement"), among the Guarantor, the Lessee, the
Facility Lender, the Agent Bank, the Lessor and the lenders named therein (the "Existing Lenders");
WHEREAS, the Guarantor, the Lessee, the Facility Lender, the Existing Lenders, the Agent Bank and the
Lessor have agreed, subject to the terms and conditions contained herein, to amend and supplement the Original
Participation Agreement and the lenders named on Schedule A hereto (the "New Lenders') have agreed to
become parties thereto and to be bound by the terms thereof:
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the
parties hereto hereby agree as follows:
SECTION 1. Definitions and Rules.
(a) Capitalized terms used but not otherwise defined in this Amendment have the respective meanings specified in
Appendix 1 of the Original Participation Agreement and the rules of interpretation set forth in such Appendix 1
shall apply hereto.
(b) Appendix 1 to the Original Participation Agreement is hereby amended by amending and restating the
following definitions in their entirety.