UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO LOWE'S COMPANIES, INC. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.
LOWE'S COMPANIES, INC.
6 3/8% SENIOR NOTES DUE DECEMBER 15, 2005
No.
Principal Amount: $
CUSIP No.: 548661AD9
Lowe's Companies, Inc., a corporation duly organized and existing under
the laws of the State of North Carolina (the "Company", which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
CEDE & CO.
or registered assigns, the principal sum of $100,000,000 on December 15, 2005,
and to pay interest thereon from December 18, 1995 or from the most recent
Interest Payment Date on which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 in each year, commencing
June 15, 1996, at the rate of 6 3/8% per annum, until the principal hereof is
paid or made available for payment, and at the same rate per annum on any
overdue principal and premium and on any overdue installment of interest until
paid.
This note (the "Note") is a "book-entry" note and is being registered
in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), a
clearing agency. Subject to the terms of the Indenture, this note will be held
by a clearing agency or its nominee, and beneficial interests will be held by
beneficial owners through the book-entry facilities of such clearing agency or
its nominee in minimum denominations of $1,000 and increments of $1,000 in
excess thereof.
Interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the person
in whose name this Note is registered at the close of business on the Regular
Record Date for such interest, which shall be the June 1 or December 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the person in whose name this Note is
registered on such
Regular Record Date and may either be paid to the person in whose name this Note
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interested to be fixed by the Trustee, notice whereof shall be
given to the person in whose name this Note is registered not less than ten days
prior to such Special Record Date, or be paid at any time in any other lawful
manner, all as more fully provided in said Indenture.
As long as this Note is registered in the name of DTC or its nominee,
the Trustee will make payments of principal of and interest on this Note by wire
transfer of immediately available funds to DTC or its nominee. Notwithstanding
the above, the final payment on this Note will be made after due notice by the
Trustee of the pendency of such payment and only upon presentation and surrender
of this Note at its principal corporate trust office or such other offices or
agencies appointed by the Trustee for that purpose and such other locations
provided in the Indenture.
Payments of the principal of (and premium, if any) and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payments of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
This Note is one of a duly authorized issue of Notes of the Company,
designated 6 3/8% Senior Notes due December 15, 2005, issued in aggregate
principal amount of $100,000,000, as specifically set forth in an amended and
restated indenture dated as of December 1, 1995 (the "Indenture"), between the
Company and The First National Bank of Chicago, as trustee (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 statement of
the respective rights thereunder of the Company, the Trustee and the Holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Notes do not have the benefit of any sinking fund obligations and
will not be redeemable at the option of the Company or repayable at the option
of the Holder prior to maturity.
If an Event of Default shall occur and be continuing, the principal of
all the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company, the Trustee with the consent of the Holders of a majority
in aggregate principal amount of the Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time outstanding,
on behalf of the Holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past Defaults under the
Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations on
transfer of this Note by DTC or its nominee, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, the City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company, or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
Interest on this Note shall be computed on the basis of a 360-day year
of twelve 30-day months.
The Company will furnish to any Holder of record of Notes upon written
request and without charge a copy of the Indenture.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Indenture and this Note each shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.
Unless the certificate of authentication hereon has been executed by
the Trustee referred by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, LOWE'S COMPANIES, INC. has caused this instrument
to be duly executed.
Dated: December 18, 1995
LOWE'S COMPANIES, INC.
By ___________________
Title:
Attest:
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Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By __________________________
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - tenants in common
TEN ENT - tenants by the entireties
JT TEN - joint tenants with right of survivorship and not as tenants in common
CUST - Custodian U/G/M/A or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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(Please print or typewrite name and address of assignee)
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(Please insert Social Security or other identifying Number of Assignee)
the within Note of Lowe's Companies, Inc. and does hereby irrevocably constitute
and appoint
_________________________________________________________________, Attorney, to
transfer the said Note on the books of the within named Lowe's Companies, Inc.,
with full power of substitution in the premises.
Dated: __________________________
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this Note in every particular
without alteration or enlargement or
any change whatever.
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SIGNATURE GUARANTEED:
The signature must be guaranteed by
a member of the Securities Transfer
Agents Medallion Program.
Notarized or witnessed signatures
are not acceptable.
PAYMENT INSTRUCTIONS
The assignee should include the following for purposes of payment:
Payment shall be made, by wire transfer or otherwise, in immediately
available funds, to _______________________, for the account of
___________________, account number _____________, or, if mailed by check, to
_________________________. Applicable reports and statements should be mailed to
_____________________. This information is provided by ___________________, the
assignee named above, or ______________________________, as its agent.