EXHIBIT 4.2
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Lowe's Companies,
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Inc. or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or to such other
entity or in such other name as is requested by an authorized representative of
DTC (and any payment hereon 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.
7 1/2% NOTES
DUE DECEMBER 15, 2005
GLOBAL SECURITY
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CUSIP No. 548661 CC 9
No. R
$________________
Original Principal Amount
Lowe's Companies, Inc., a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co.
SPECIMEN
or its registered assigns, the principal sum of $______________ on December 15,
2005, at the office or agency of the Company referred to below, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts, and to pay interest thereon
in like coin or currency from December 15, 2000, or from the most recent
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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, 2001, at the rate of 7 1/2% per annum until the principal hereof is
paid or made available for payment, and (to the extent lawful) to pay interest
at the same rate per annum on any overdue principal and premium and on any
overdue installments of interest until paid.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, as provided in the Amended and Restated Indenture,
dated as of December 1, 1995 (as supplemented and amended from time to time, the
"Indenture") between the Company and Bank One, N.A., formerly known as The First
National Bank of Chicago, as trustee (the "Trustee"), shall 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 Interest 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 the
Indenture.
This 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.
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 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
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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 7 1/2% Notes due December 15, 2005 (the "Notes"), limited in
aggregate principal amount at any time Outstanding to FIVE HUNDRED MILLION
DOLLARS ($500,000,000) which may be issued under the Indenture. Reference is
hereby made to the Indenture and all indentures supplemental thereto for a
statement of the respective rights, limitations of rights, duties, obligations
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and immunities 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
shall 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 contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company under this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note.
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
thereof 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 provisions 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 the form attached hereto 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, shall be issued to the designated transferee or transferees.
The Notes are issuable only in registered form in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of different authorized denomination,
as requested by the Holder surrendering the same.
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No service charge shall be made for any such registration of transfer
or exchange of Notes, 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 shall furnish to any Holder of record of Notes, upon
written request and without charge, a copy of 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 by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, LOWE'S COMPANIES, INC. has caused this Note to be
signed by a duly elected or appointed, qualified and serving officer and
attested by a duly elected or appointed, qualified and serving officer.
LOWE'S COMPANIES, INC.
SPECIMEN
By.....................................
Name: Marshall A. Croom
Title: Vice President and Treasurer
Dated: December 15, 2000
Attest:..................................
Name: Jeffrey E. Gray
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED
TO IN THE WITHIN-MENTIONED INDENTURE.
BANK ONE, N.A.,
as Trustee
By..........................................
Authorized Officer
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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.
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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: __________________________
___________________________________________
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.
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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.
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