EXHIBIT 4.2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY,
THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.
No. A-1 $500,000,000
CUSIP:
ISIN NUMBER:
The Home Depot, Inc.
Dated: March 24, 2006
5.20% Senior Note Due March 1, 2011
The Home Depot, Inc., a Delaware corporation (the "Company"), for
value received hereby promises to pay to Cede & Co. or registered assigns the
principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) at the Company's
office or agency for said purpose in the City of New York, on March 1, 2011, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semiannually on March 1 and September 1 (each an "Interest Payment
Date") of each year, commencing on September 1, 2006, on said principal sum in
like coin or currency at the rate per annum set forth above at said office or
agency from the most recent Interest Payment Date to which interest on the
Securities of this series has been paid or duly provided for or, if no interest
on the Securities of this series has been paid or duly provided for, from March
24, 2006. The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Security is registered at the close of business
on the February 15 or August 15, as the case may be, preceding the relevant
Interest Payment Date (the "Regular Record Date") whether or not such day is a
business day; provided that interest may be paid, at the option of the Company,
by mailing a check therefor payable to the registered holder entitled thereto at
such holder's last address as it appears on the Security Register or by wire
transfer, in immediately available funds, to such bank or other entity in the
continental United States as shall be designated in writing by such holder prior
to the relevant Regular Record Date and shall have appropriate facilities for
such purpose. If and for so long as all of the Securities of this series are
represented by Securities in global form, the principal of, premium, if any, and
interest on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary.
Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Security shall not be valid or obligatory until the certificate
of authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
THE HOME DEPOT, INC.
By:________________________________________
Name: Carol B. Tome
Title: Executive Vice President,
Chief Financial Officer
REVERSE OF SECURITY
The Home Depot, Inc.
5.20% Senior Note Due March 1, 2011
This Security is one of a duly authorized issue of debt securities
of the Company, issued or to be issued in one or more series pursuant to an
indenture dated as of May 4, 2005 (the "Indenture"), duly executed and delivered
by the Company to The Bank of New York Trust Company, N.A., as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture). Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Securities of this series.
This Security will bear interest until final Maturity at the rate
per annum shown above. Interest will be computed on the basis of a 360-day year
consisting of twelve months of 30 days each. The Company will pay interest on
overdue principal of, premium, if any, and to the extent lawful, interest on
overdue installments of interest, at the same rate.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing with respect to this series of Securities, the
principal of all the outstanding Securities of this series may be declared due
and payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the holders of a majority in
aggregate Principal Amount of the Securities of this series then outstanding and
that, prior to any such declaration, such holders may waive any past default
under the Indenture and its consequences except a default in the payment of
principal of, premium, if any, or interest on any of the Securities of this
series. Any such consent or waiver by the holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Security and any Security
of this series which may be issued in exchange or substitution herefor, whether
or not any notation thereof is made upon this Security or such other Securities
of this series.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee, with the consent of the holders of at least a
majority in aggregate Principal Amount of the Securities at the time
outstanding, evidenced as provided in the Indenture, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Securities.
Notwithstanding the foregoing, without the consent of any holder of
Securities of this series, the Company and the Trustee may amend or supplement
the Indenture or the Securities of this series to cure any ambiguity, defect or
inconsistency, to
provide for uncertificated Securities of this series in addition to or in place
of certificated Securities of this series, to provide for the assumption of the
Company's obligations to holders of Securities of this series in the case of a
transaction described in Section 10.01 of the Indenture, to evidence and
provide for the acceptance of appointment by a successor trustee and to add to
or change any of the provisions of the Indenture necessary to provide for or
facilitate the administration of the trusts by more than one trustee to make any
change that would provide any additional rights or benefits to the holders of
Securities of this series or that does not adversely affect the legal rights
under the Indenture of any such holder, or to comply with requirements of the
Commission in order to maintain the qualification of the Indenture under the
Trust Indenture Act.
No reference herein to the Indenture and no provision of this
Security shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on
this Security at the place, times, and rate, and in the currency, herein
prescribed.
The Securities of this series are issuable only as registered
Securities without coupons in denominations of $2,000 and any multiple of
$1,000.
At the office or agency of the Company referred to on the face
hereof and in the manner and subject to the limitations provided in the
Indenture and this Security, Securities of this series may be exchanged for a
like aggregate principal amount of Securities of this series of other authorized
denominations.
Upon due presentment for registration of transfer of this Security
at the above-mentioned office or agency of the Company, a new Security or
Securities of this series of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.
The Securities of this series are redeemable in whole or in part, at
the option of the Company at any time and from time to time, on not less than 30
or more than 60 days' prior notice mailed to the holders of the Securities, at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Security to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 10 basis points together in either case with accrued interest
on the principal amount being redeemed to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities. "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Notes" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (b) if the trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all Quotations obtained.
"Reference Treasury Dealer" means Morgan Stanley & Co. Incorporated,
J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their successors and two other nationally recognized investment
banking firms that are Primary Treasury Dealers specified from time to time by
the Company, except that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall be required to designate as a substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York City time, on the third business day preceding such redemption date.
Prior to any redemption date, the Company shall be required to
deposit with a paying agent money sufficient to pay the redemption price of and
accrued interest on the Securities to be redeemed on such date. If the Company
is redeeming less than all the Securities, the Trustee must select the
Securities to be redeemed by such method as the Trustee deems fair and
appropriate in accordance with methods generally used at the time of selection
by fiduciaries in similar circumstances. Subject to payment by the Company of a
sum sufficient to pay the amount due on redemption, interest on this Security
(or portion hereof if this Security is redeemed in part) shall cease to accrue
upon the date duly fixed for redemption of this Security (or portion hereof if
this Security is redeemed in part). In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the holder hereof upon the
cancellation hereof.
The Company, the Trustee, and any authorized agent of the Company or
the Trustee, may deem and treat the registered holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company, the Trustee or any authorized agent of the Company or
the Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and premium, if any, and interest hereon and for all other
purposes, and none of the Company, the Trustee nor any authorized agent of the
Company or the Trustee shall be affected by any notice to the contrary.
The Securities of this series are subject to defeasance as described
in the Indenture.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Security, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Indenture is hereby incorporated by the reference and, to the
extent of any variance between the provisions hereof and the Indenture, the
Indenture shall control. Terms used but not defined herein have the meanings
assigned to such terms in the Indenture.
This Security shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State, except as may otherwise be required by mandatory
provisions of law.
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee
By: __________________________________
Authorized Signatory
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
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Please print or typewrite name and address including zip code of
assignee of the within Security and all rights thereunder, hereby irrevocably
constituting and appointing ________________ to transfer said Security on the
books of the Company with full power of substitution in the premises.
__________________________
By:
Date:
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been
made:
Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized
Date of Principal Amount of this Principal Amount of this Global Security following officer of Trustee or
Exchange Global Security Global Security such decrease or increase Securities Custodian
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