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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,
---
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 since the
registered owner hereof, Cede & Co., has an interest herein.
LOWE'S COMPANIES, INC.
8 1/4% NOTES
DUE JUNE 1, 2010
CUSIP No. 548 661 CA 3
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
SPECIMEN
or registered assigns, the principal sum of $____________ on June 1, 2010 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 June 5, 2000, or from the most recent Interest Payment Date on
which interest has been paid or duly provided for, semi-annually in arrears on
June 1 and December 1 in each year, commencing December 1, 2000, at the rate of
8 1/4% 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 installment of interest
until paid.
Interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date, as provided in the Indenture, shall be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the May 15 or November 15 (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
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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 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"), 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 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 8 1/4% Notes due June 1, 2010 (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 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.
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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 and 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 form satisfactory to the Company and the Security Register, 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 fully 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, the Notes are
exchangeable for a like aggregate principal amount of Notes of 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 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.
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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: June 5, 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 Debenture, 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
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address of assignee)
______________________________________________________________________________
(Please insert Social Security or other identifying Number of Assignee)
the within Debenture of Lowe's Companies, Inc. and does hereby irrevocably
constitute and appoint
_________________________________________________________________, Attorney, to
transfer the said Debenture 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 Debenture in every particular without alteration
or enlargement or any change whatever.
_________________________________
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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