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 Depots 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 Moodys and BBB- (or the equivalent) by S&P.
Moodys means Moodys 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, Moodys and S&P; and (2) if any of Fitch, Moodys 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, Moodys 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.
Additional Notes
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
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