EXHIBIT 4.3
[FORM OF DEBENTURE]
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 since 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 Cede & Co. or to a successor thereof or such
successor's nominee and transfers of portions of this Global Security shall be
limited to transfers made in accordance with the restrictions set forth in
Section 303 of the Indenture referred to in this Global Security.
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LOWE'S COMPANIES, INC.
6 1/2% DEBENTURES
Due March 15, 2029 (REGISTERED)
CUSIP No. _________
No. _____
$________________________
Original Principal Amount
Lowe's Companies, Inc., a corporation duly organized and existing under the
laws of the State of North Carolina (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of _________________________________________________________
($ ) on March 15, 2029, 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 February 23, 1999, or from
the most recent Interest Payment Date on which interest has been paid or duly
provided for, semi-annually in arrears on March 15 and September 15 in each
year, commencing September 15, 1999, at the rate of 6 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 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 Debenture (or one or more predecessor Debentures) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 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 Debenture is registered on such Regular
Record Date and may either be paid to the Person in whose name this Debenture 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 Debenture 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 Debenture is a "book-entry" debenture 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 by the First Supplemental
Indenture dated as of February 23, 1999, and as supplemented and
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amended from time to time, the "Indenture"), between the Company and The First
National Bank of Chicago, as trustee (the "Trustee"), this Debenture 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 Debenture is registered in the name of DTC or its nominee,
the Trustee will make payments of principal of and interest on this Debenture by
wire transfer of immediately available funds to DTC or its nominee.
Notwithstanding the above, the final payment on this Debenture will be made
after due notice by the Trustee of the pendency of such payment and only upon
presentation and surrender of this Debenture 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
Debenture 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 Debenture is one of a duly authorized issue of debentures of the
Company, designated 6 1/2% Debentures due March 15, 2029 (Registered) (the
"Debentures"), limited in aggregate principal amount at any time Outstanding to
FOUR HUNDRED MILLION DOLLARS ($400,000,000) which may be issued under the First
Supplemental Indenture. Reference is hereby made to the Indenture, the First
Supplemental 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
Debentures, and the terms upon which the Debentures are, and are to be,
authenticated and delivered. All terms used in this Debenture that are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
The Debentures 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 Debentures 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 Debenture and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance
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by the Company with certain conditions set forth in the Indenture, which
provisions apply to this Debenture.
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 Debentures 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 Debentures at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Debentures at the
time Outstanding, on behalf of the Holders of all Debentures, 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 Debenture shall be conclusive and binding upon such
Holder and upon all future Holders of this Debenture and of any Debenture 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
Debenture.
No reference herein to the Indenture and provisions of this Debenture 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 Debenture 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 Debenture by DTC or its nominee, the transfer of this Debenture is
registrable in the Security Register, upon surrender of this Debenture 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 Debentures, of authorized denominations and for
the same aggregate principal amount, shall be issued to the designated
transferee or transferees.
The Debentures 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
Debentures are exchangeable for a like aggregate principal amount of Debentures
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 Debentures, 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 Debenture 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 Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be
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overdue, and none of the Company, the Trustee or any such agent shall be
affected by notice to the contrary.
Interest on this Debenture 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 Debentures, upon
written request and without charge, a copy of the Indenture.
The Indenture and this Debenture 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 Debenture 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 Debenture to be
signed, manually or in facsimile, by a duly elected or appointed, qualified and
serving officer and has caused a facsimile of its corporate seal to be imprinted
hereon, attested by the manual or facsimile signature of a duly elected or
appointed, qualified and serving officer.
LOWE'S COMPANIES, INC.
By_________________________________________
Name:
Title:
Dated: _________ ___, 1999
[SEAL]
Attest:_________________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO
IN THE WITHIN-MENTIONED INDENTURE.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By_________________________________________
Authorized Officer