subsidiaries taken as a whole. Although there is a limited body of
case law interpreting the phrase “substantially all,” there is no
precise established definition of the phrase under applicable law.
Accordingly, the ability of a holder of notes to require Home Depot
to repurchase its notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of
Home Depot and its subsidiaries taken as a whole to another Person
or group may be uncertain.
For purposes of the foregoing discussion of a repurchase at the
option of holders, the following definitions are applicable:
“Below Investment Grade Rating Event” means the notes of the
applicable series are rated below an Investment Grade Rating by
each of the Rating Agencies (as defined below) on any date from the
date of the public notice of an arrangement that could result in a
Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control
(which 60-day period shall be
extended so long as the rating of the notes of such series is under
publicly announced consideration for possible downgrade by any of
the Rating Agencies).
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of
the properties or assets of Home Depot and its consolidated
subsidiaries taken as a whole to any Person other than Home Depot
or one of its subsidiaries; or (2) the consummation of any
transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person becomes the
beneficial owner, directly or indirectly, of more than 50% of the
total voting power of Home Depot’s voting stock.
“Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Below Investment Grade Rating Event.
“Fitch” means Fitch Ratings.
“Investment Grade Rating” means a rating equal to or higher
than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s
and BBB- (or the
equivalent) by S&P.
“Moody’s” means Moody’s Investors Service, Inc.
“Person” means any individual, partnership, corporation, limited
liability company, joint stock company, business trust, trust,
unincorporated association, joint venture or other entity, or a
government or political subdivision or agency thereof.
“Rating Agencies” means (1) each of Fitch, Moody’s and
S&P; and (2) if any of Fitch, Moody’s or S&P ceases to
rate the notes or fails to make a rating of the notes publicly
available for reasons outside of our control, a “nationally
recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by us (as certified by a resolution of
our Board of Directors) as a replacement agency for Fitch, Moody’s
or S&P, or all of them, as the case may be.
“S&P” means S&P Global Ratings, a division of S&P
Global, Inc., and its successors.
We may, without the consent of the holders of the notes, create and
issue additional notes ranking equally with any series of notes in
all respects and having the same interest rate, maturity and other
terms as such series of notes (except for the public offering price
and issue date and, in some circumstances, the first interest
payment date) so that such additional notes shall be consolidated
and form a single series with such notes; provided, that