exv4w1






Exhibit 4.1




 





SIXTH SUPPLEMENTAL INDENTURE



Dated as of April 15, 2010



 





between



LOWE’S COMPANIES, INC.



and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.



as Trustee



 





Supplemental to the Amended and Restated Indenture



Dated as of December 1, 1995



 





Creating a Series of Securities designated



4.625% Notes due 2020,



and



Creating a Series of Securities designated



5.800% Notes due 2040



 









 





     SIXTH SUPPLEMENTAL INDENTURE, dated as of April 15, 2010 (this “Sixth Supplemental
Indenture”), between Lowe’s Companies, Inc., a corporation duly organized and existing
under the laws of the State of North Carolina (the “Company”), having its principal office
at 1000 Lowe’s Boulevard, Mooresville, North Carolina 28117, and The Bank of New York Mellon
Trust Company, N.A., a national banking association duly organized and existing under the laws
of the United States, as Trustee (the “Trustee” or the “Successor Trustee”) as
successor trustee to J.P. Morgan Trust Company, National Association (the “Resigning
Trustee”), pursuant to that certain Instrument of Resignation, Appointment and Acceptance,
dated as of April 21, 2004, (the “Resignation Instrument”).



W I T N E S S E T H:




          WHEREAS, the Company has heretofore executed and delivered to the Resigning Trustee an Amended
and Restated Indenture, dated as of December 1, 1995 (the “Base Indenture”) as supplemented
and amended by this Sixth Supplemental Indenture (together with the Base Indenture, the
“Indenture”), providing for the issuance from time to time of its unsecured unsubordinated
debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in
one or more series as provided in the Base Indenture;




          WHEREAS, pursuant to the Resignation Instrument and the applicable provisions of the Base
Indenture, the Resigning Trustee assigned, transferred, delivered and confirmed to the Successor
Trustee all right, title and interest of the Resigning Trustee under the Indenture, with like
effect as if the Successor Trustee was originally named as trustee under the Indenture, and the
Company accepted the resignation of the Resigning Trustee as trustee, Paying Agent, Security
Registrar, Conversion Agent and Agent under the Indenture and duly appointed the Successor Trustee
as trustee, Paying Agent, Security Registrar, Conversion Agent and Agent under the Indenture and
confirmed to the Successor Trustee all the rights, powers and trusts of the Resigning Trustee under
the Base Indenture;




          WHEREAS, it is provided in Section 901 of the Base Indenture that, without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into
indentures supplemental thereto (1) to add to, change or eliminate any of the provisions of the
Indenture in respect of one or more series of Securities, provided that any such addition, change
or elimination (i) shall neither (A) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor (B)
modify the rights of the Holder of any such Security with respect to such provision or (ii) shall
become effective only when there is no such Security Outstanding, (2) to add to the covenants of
the Company for the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) and (3) to establish
the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Base
Indenture;




          WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Indenture and pursuant to appropriate Board Resolutions and
actions of its authorized officers, has duly determined to make, execute and deliver to the Trustee
this Sixth Supplemental Indenture in order to establish the form and terms






 









 







of, and to provide for the creation and issuance of, two new series of Securities designated
as its (i) 4.625% Notes due April 15, 2020 (the “2020 Notes”), in an aggregate Principal
Amount at Maturity of $500,000,000 and (ii) 5.800% Notes due April 15, 2040 (the “2040
Notes” and, together with the 2020 Notes, the “Notes”) in an aggregate Principal Amount
at Maturity of $500,000,000; and




          WHEREAS, all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent (as defined in the
Indenture) and issued upon the terms and subject to the conditions of the Indenture against payment
therefor, the valid, binding and legal obligations of the Company and to make this Sixth
Supplemental Indenture a valid and legally binding supplement to the Indenture.




          NOW, THEREFORE, in order to establish the form and terms of the series of the 2020 Notes and
the series of the 2040 Notes and for and in consideration of the premises and of the covenants
contained in the Indenture and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders, as follows:




ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



     Section 101. Definitions. For all purposes of the Base Indenture and this Sixth Supplemental Indenture
relating to the respective series of Notes created hereby, except as otherwise expressly provided
or unless the context otherwise requires, the terms used in this Sixth Supplemental Indenture have
the meanings assigned to them in this Article. Each capitalized term that is used in this Sixth
Supplemental Indenture but not defined herein shall have the meaning specified in the Base
Indenture.



          “Business Day” means any day other than a Saturday or Sunday or a day on which banking
institutions or trust companies in New York City are authorized or required by law, regulation or
executive order to close.




          “Change of Control” means the occurrence of any of the following: (a) the
consummation of any transaction (including, without limitation, any merger or consolidation)
resulting in any “person” (as that term is used in Section 13(d)(3) of the Securities and Exchange
Act of 1934)(other than the Company or one of its subsidiaries) becoming the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934), directly or
indirectly, of more than 50% of the Voting Stock of the Company or other voting stock into which
Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting
power rather than number of shares; (b) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in a transaction or a series of related
transactions, of all or substantially all of the assets of the Company and the assets of its
subsidiaries, taken as a whole, to one or more “persons” (as that term is defined in the
Indenture)(other than the Company or one of its subsidiaries); or (c) the first day on which a
majority of the members of the Board of Directors of the Company are not Continuing Directors.
Notwithstanding the foregoing, a transaction shall not be considered a Change of Control if (a)






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the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and
(b)(y) immediately following that transaction, the direct or indirect holders of the voting stock
of the holding company are substantially the same as the holders of voting stock of the Company
immediately prior to that transaction or (z) immediately following that transaction no person is
the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the holding
company.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control
and a Rating Event.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed
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 such notes.




          “Comparable Treasury Price” means, with respect to any redemption date, (i) the
average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii)
if only one Reference Treasury Dealer Quotation is received, such quotation.




          “Continuing Directors” means, as of any date of determination, any member of our Board
of Directors who (a) was a member of the Board of Directors on the date the Notes were issued or
(b) was nominated for election, elected or appointed to the Board of Directors with the approval of
a majority of the continuing directors who were members of the Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by approval of the proxy
statement of the Company in which such member was named as a nominee for election as a director,
without objection to such nomination).




          “Depositary” means, with respect to the Notes issuable in whole or in part in global
form, DTC and any nominee thereof, until a successor is appointed and becomes such pursuant to the
applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include
such successor and any nominee thereof.




          “DTC” means The Depository Trust Company.




          “Fitch” means Fitch Ratings.




          “Global Note” means a Note issued in global form and deposited with or on behalf of
the Depositary, substantially in the form of the Note attached hereto as Exhibit A-1 or Exhibit
A-2.




          “Interest Payment Date” has the meaning set forth in Section 204(a) of this Sixth
Supplemental Indenture.




          “Investment Grade Rating” means a rating equal to or higher than BBB- (or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,






3









 







and the equivalent investment grade credit rating from any replacement rating agency or rating
agencies selected by the Company.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Principal Amount at Maturity” of the Notes means the principal amount at maturity as
set forth on the face of each respective Note.




          “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.




          “Rating Agencies” means (a) each of Fitch, Moody’s and S&P; and (b) if any of Fitch,
Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available
for reasons outside of the control of the Company, a “nationally recognized statistical rating
organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of
1934) selected by the Company as a replacement rating agency for a former rating agency.




          “Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies
and the Notes are rated below an Investment Grate Rating by each of the Rating Agencies on any day
within the 60-day period (which 60-day period shall be extended so long as the rating of the Notes
is under publicly announced consideration for a possible downgrade by any of the Rating Agencies)
after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the
particular Change of Control or the Company’s intention to effect a Change of Control; provided
that a Rating Event will not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of
Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly
announce or confirm or inform the Trustee in writing at the request of the Company that the
reduction was the result, in whole or in part, of any event or circumstance comprised of or arising
as a result of, or in respect of, the Change of Control (whether or not the applicable Change of
Control has occurred at the time of the Rating Event).




          “Reference Treasury Dealer” means (i) Banc of America Securities LLC and J.P. Morgan
Securities Inc. (or their respective affiliates that are Primary Treasury Dealers) and their
respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by us.




          “Reference Treasury Dealer Quotations” means, with respect to such Reference Treasury
Dealer and any redemption date, the average 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 at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.




          “Regular Record Date” has the meaning set forth in Section 204(a) of this Sixth
Supplemental Indenture.







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          “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc.




          “Stated Maturity” has the meaning set forth in Section 203 of this Sixth Supplemental
Indenture.




          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity 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 of such redemption date.




          “Underwriting Agreement” means the Underwriting Agreement, dated April 12, 2010, among
the Company and Banc of America Securities LLC, J.P. Morgan Securities Inc. and SunTrust Robinson
Humphrey, Inc.




          “Voting Stock” means, with respect to any specified person (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) as of any date, the capital stock of such
person that is at the time entitled to vote generally in the election of the board of directors of
such person.




     Section 102. Section References. Each reference to a particular section set forth in this Sixth
Supplemental Indenture shall, unless the context otherwise requires, refer to this Sixth
Supplemental Indenture. Each reference to a particular section of the Base Indenture shall refer
to that particular section of the Base Indenture.



ARTICLE II




THE NOTES



     Section 201. Title of the Notes. The Company hereby creates the 2020 Notes and the 2040 Notes, each as
a separate series of its Securities issued pursuant to the Indenture. The 2020 Notes shall be
designated as the “4.625% Notes due 2020,” and the 2040 Notes shall be designated as the “5.800%
Notes due 2040.”



     Section 202. Amount. The aggregate Principal Amount at Maturity of the 2020 Notes that may be
authenticated and delivered under this Sixth Supplemental Indenture is initially limited to
$500,000,000 and the aggregate Principal Amount at Maturity of the 2040 Notes that may be
authenticated and delivered under this Sixth Supplemental Indenture is initially limited to
$500,000,000. Either series of Notes may be reopened, without the consent of the holders of the
Notes, for issuance of additional Notes of such series.



     Section 203. Stated Maturity. The Stated Maturity of the 2020 Notes shall be April 15, 2020 and the
Stated Maturity of the 2040 Notes shall be April 15, 2040.



     Section 204. Interest and Payment.



     (a) The 2020 Notes shall bear interest at 4.625% per annum and the 2040 Notes shall bear
interest at 5.800% per annum beginning on the date of issuance until the Notes,



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respectively, are redeemed, paid or duly provided for. Interest shall be paid semi-annually
in arrears on each April 15 and October 15 (each, an “Interest Payment Date”), commencing
on October 15, 2010, to persons in whose names the Notes are registered at the close of the
Business Day on the April 1 immediately preceding each April 15 or the October 1 immediately
preceding each October 15 (each a “Regular Record Date”).




     (b) Payments of interest on the Notes shall include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for the Notes shall be computed on the basis
of a 360-day year composed of twelve 30-day months. Payments of principal and interest to owners
of book-entry interests shall be made to holders of the Notes on the respective Regular Record Date
in accordance with the procedures of DTC and its participants in effect from time to time.
Settlement for the Notes shall be made in immediately available funds. All payments of principal
and interest shall be made by the Company in immediately available funds except as set forth in the
applicable Note.



     Section 205. Optional Redemption.



     (a) Before six months prior to the applicable maturity date, the 2020 Notes and/or the 2040
Notes, as the case may be, will be redeemable, in whole at any time or in part from time to time,
at the Company’s option at a redemption price equal to the greater of:




     (i) 100% of the principal amount of the 2020 Notes and/or the 2040 Notes to be
redeemed; or




     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the
date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points
with respect to the 2020 Notes and 20 basis points with respect to the 2040 Notes,


plus, in each case, accrued interest thereon to but excluding the date of redemption.




     (b) Within six months prior to the applicable maturity date, the 2020 Notes and/or the 2040
Notes, as the case may be, will be redeemable, in whole at any time or in part from time to time,
at the Company’s option at par plus accrued interest thereon to but excluding the date of
redemption.



     (c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable
on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest
Payment Date to the registered holders as of the close of the Business Day on the relevant record
date.



     (d) Notice of any redemption will be mailed at least 30 days but not more than 60 days before
the Redemption Date set forth in such notice to each registered holder of the 2020 Notes and/or the
2040 Notes, as the case may be, to be redeemed. Unless the Company defaults in payment of the
redemption price, on and after the applicable Redemption Date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the



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Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a
method the Trustee deems to be fair and appropriate.




     Section 206. Change of Control Offer to Purchase.



     (a) If a Change of Control Triggering Event occurs, holders of Notes may require the Company
to repurchase all of any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid
interest, if any, on such Notes to the date of purchase (unless a notice of redemption has been
mailed within 30 days after such Change of Control Triggering Event stating that all of the Notes
will be redeemed as described in this Section 206). The Company shall be required to mail to
holders of the Notes a notice describing the transaction or transactions constituting the Change of
Control Triggering Event and offering to repurchase the Notes. The notice must be mailed within 30
days after any Change of Control Triggering Event, and the repurchase must occur no earlier than 30
days and no later than 60 days after the date the notice is mailed.



     (b) On the date specified for repurchase of the Notes, the Company shall, to the extent
lawful:




     (i) accept for payment all properly tendered Notes or portions of Notes;




     (ii) deposit with the paying agent the required payment for all properly tendered Notes
or portions of Notes; and




     (iii) deliver to the Trustee the repurchased Notes, accompanied by an Officers’
Certificate stating, among other things, the aggregate principal amount of repurchased
Notes.



     (c) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange
Act of 1934 and any other securities laws and regulations applicable to the repurchase of the
Notes. To the extent that these requirements conflict with the provisions requiring repurchases of
the Notes, the Company shall comply with such requirements instead of the repurchase provisions and
shall not be considered to have breached its obligations with respect to repurchasing the Notes.
Additionally, if an Event of Default exists under the Indenture (which is unrelated to the
repurchase provisions of the Notes), including the events of default arising with respect to other
issues of debt securities, the Company shall not be required to repurchase the Notes
notwithstanding these repurchase provisions.



     (d) The Company shall not be required to comply with the obligations of this Section 206 if a
third party instead satisfies them.



     Section 207. Forms; Denominations. The Notes shall be Registered Securities and shall be issued in
minimum denominations of $2,000 and integral multiples of $1,000 thereafter. The certificates for
the Notes shall be in substantially the forms attached hereto as Exhibit A-1, Exhibit A-2 and
Exhibit A-3.



     (a) Global Notes. (i) Notes shall be issued initially in the form of one or more
Global Notes in definitive fully registered form without interest coupons, deposited on behalf of
the



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subscribers for the Notes represented thereby with The Bank of New York Mellon Trust Company,
N.A., at its Corporate Trust Office, as custodian for the Depositary and registered in the name of
DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided
in the Indenture. The aggregate Principal Amount at Maturity of the Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee and the Depositary
as hereinafter provided.





     (ii) Book-Entry Provisions. The Company shall execute and the Trustee shall, in
accordance with this Section 207(a)(ii) and Section 303 of the Base Indenture, authenticate
and deliver initially one or more Global Notes that (a) shall be registered in the name of
the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instructions and (c) shall bear legends substantially to the following effect:




“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) 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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS 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.”



     Section 208.
Applicability of Reports by Company. For purposes of this Sixth Supplemental Indenture,
to the extent information, documents or reports are required to be filed with the Commission and
delivered to the Trustee or the Holders, the availability of such information, documents or reports
on the Commission’s Electronic Data Gathering Analysis and Retrieval (“EDGAR”) system or
the Company’s website shall be deemed to have satisfied such delivery requirements to the Trustee
or the Holders, as applicable.



     Section 209.
Applicability of Sinking Funds. The provisions of Article Twelve of the Base Indenture
shall not apply to the 2020 Notes or the 2040 Notes.



     Section 210.
Applicability of Repayment of Securities at Option of Holders. The provisions of
Article Thirteen of the Base Indenture shall not apply to the 2020 Notes or the 2040 Notes.



     Section 211. Applicability of Conversion of Securities. The provisions of Article Fourteen of the Base
Indenture shall not apply to the 2020 Notes or the 2040 Notes.



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ARTICLE III




MISCELLANEOUS PROVISIONS



     Section 301. Concerning the Indenture. Except as expressly amended hereby, the Base Indenture shall
continue in full force and effect in accordance with the provisions thereof and the Base Indenture
is in all respects hereby ratified and confirmed. This Sixth Supplemental Indenture and all its
provisions shall be deemed a part of the Base Indenture in the manner and to the extent herein and
therein provided.



     Section 302. Severability. If any provision in this Sixth Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     Section 303. Trust Indenture Act. If any provision in this Sixth Supplemental Indenture limits,
qualifies or conflicts with any other provision hereof or of the Base Indenture which provision is
required to be included in the Base Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.



     Section 304. Trustee. The recitals and statements herein are deemed to be those of the Company and not
of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this
Sixth Supplemental Indenture.



     Section 305. Governing Law. This Sixth Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     Section 306. Multiple Originals. This Sixth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties have caused this Sixth Supplemental Indenture to be duly
executed.



	 	 	 	 	 
	 	LOWE’S COMPANIES, INC.

 	 
	 	By:  	/s/ Robert F. Hull, Jr.
 	 
	 	 	Name:  	Robert F. Hull, Jr. 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Tina D. Gonzalez
 	 
	 	 	Name:  	Tina D. Gonzalez 	 
	 	 	Title:  	Vice President 	 
	 







 









 








EXHIBIT A-1




FORM OF GLOBAL NOTE


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, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




LOWE’S COMPANIES, INC.



4.625% Notes due April 15, 2020



GLOBAL SECURITY




			
	 	 	 
	No. 1
	 	CUSIP No. 548661 CQ8
	 	 	 
	 
	 	$500,000,000
	 
	 	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 its
registered assigns, the principal sum of $500,000,000 on April 15, 2020, 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 April 15, 2010, or from the most recent Interest Payment Date
on which interest has been paid or duly provided for, semi-annually in arrears on April 15 and
October 15 in each year, commencing October 15, 2010, at the rate of 4.625% 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 (the “Base
Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(the “Trustee”), as supplemented by the Sixth Supplemental Indenture dated as of April 15, 2010,
between the Company and the Trustee (the “Sixth Supplemental



A-1-1









 




Indenture” and, together with the Base Indenture, the “Indenture”) shall be paid to the Person
in whose name this Note is registered at the close of business on the respective Regular Record
Date for such interest, which shall be the April 1 or October 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 in accordance with Section 307 of the Base Indenture 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 $2,000 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 office 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 series of notes of the Company, designated 4.625% Notes
due 2020 (the “Notes”), initially limited in aggregate principal amount at any time outstanding to
FIVE HUNDRED MILLION DOLLARS ($500,000,000) which may be issued under the Indenture. This series
of Notes may be reopened, without the consent of the holders of the Notes, for issuance of
additional Notes. Reference is hereby made to the Indenture and all indentures supplemental
thereto which are applicable to the Notes 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.



A-1-2









 





     Before six months prior to April 15, 2020, the Notes will be redeemable, in whole at any time
or in part from time to time, at the Company’s option at a redemption price equal to the greater
of:



     (i) 100% of the principal amount of the Notes to be redeemed; or



     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points,


plus, in each case, accrued interest thereon to but excluding the date of redemption.




     Within six months prior to April 15, 2020, the Notes will be redeemable, in whole at any time
or in part from time to time, at the Company’s option at par plus accrued interest thereon to but
excluding the date of redemption.



     Notwithstanding the previous two paragraphs, installments of interest on Notes that are due
and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on
the Interest Payment Date to the registered holders as of the close of the Business Day on the
relevant record date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each registered holder of the Notes to be redeemed. Unless the Company defaults
in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue
on the Notes or portions thereof called for redemption. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems
to be fair and appropriate.



     Upon a Change of Control Triggering Event, the Company shall be required to make an offer to
repurchase the Notes on the terms set forth in the Indenture.



     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 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



A-1-3









 




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, as 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 minimum denominations of $2,000 and integral
multiples of $1,000 thereafter. 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.



     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.

 	 
	 	By:  	 	 
	 	 	Name:  		 
	 	 	Title:  		 
	 


Dated: April 15, 2010




	 	 	 	 	 

	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 Bank of New York Mellon Trust Company, 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.



A-1-6









 





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 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.










 

SIGNATURE GUARANTEED:

The signature must be guaranteed by a member of the Securities Transfer Agents
Medallion Program. Notarized or witnessed signatures are not acceptable.







      









A-1-7









 








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 required to be
physically delivered under the terms of the Indenture should be mailed to
                    . This information is provided by
                    , the assignee named above, or
                    , as its agent.





A-1-8











 





EXHIBIT A-2




FORM OF GLOBAL NOTE


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, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




LOWE’S COMPANIES, INC.




5.800% Notes due April 15, 2040




GLOBAL SECURITY



			
	 	 	 
	No. 1
	 	CUSIP No. 548661 CR6
	 	 	 
	 
	 	$500,000,000
	 
	 	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 its
registered assigns, the principal sum of $500,000,000 on April 15, 2040, 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 April 15, 2010, or from the most recent Interest Payment Date
on which interest has been paid or duly provided for, semi-annually in arrears on April 15 and
October 15 in each year, commencing October 15, 2010, at the rate of 5.800% 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 (the “Base
Indenture”) between the Company and The Bank of New York Mellon Trust



A-2-1









 




Company, N.A., as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture
dated as of April 15, 2010, between the Company and the Trustee (the “Sixth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”) shall be paid to the Person in whose name
this Note is registered at the close of business on the respective Regular Record Date for such
interest, which shall be the April 1 or October 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 in accordance with Section 307 of the Base Indenture 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 $2,000 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 office 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 series of notes of the Company, designated 5.800% Notes
due 2040 (the “Notes”), initially limited in aggregate principal amount at any time outstanding to
FIVE HUNDRED MILLION DOLLARS ($500,000,000) which may be issued under the Indenture. This series
of Notes may be reopened, without the consent of the holders of the Notes, for issuance of
additional Notes. Reference is hereby made to the Indenture and all indentures supplemental
thereto which are applicable to the Notes 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.



A-2-2









 





     Before six months prior to April 15, 2040, the Notes will be redeemable, in whole at any time
or in part from time to time, at the Company’s option at a redemption price equal to the greater
of:



     (i) 100% of the principal amount of the Notes to be redeemed; or



     (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points,



plus, in each case, accrued interest thereon to but excluding the date of redemption.




     Within six months prior to April 15, 2040, the Notes will be redeemable, in whole at any time
or in part from time to time, at the Company’s option at par plus accrued interest thereon to but
excluding the date of redemption.



     Notwithstanding the previous two paragraphs, installments of interest on Notes that are due
and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on
the Interest Payment Date to the registered holders as of the close of the Business Day on the
relevant record date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each registered holder of the Notes to be redeemed. Unless the Company defaults
in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue
on the Notes or portions thereof called for redemption. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems
to be fair and appropriate.



     Upon a Change of Control Triggering Event, the Company shall be required to make an offer to
repurchase the Notes on the terms set forth in the Indenture.



     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 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



A-2-3









 




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, as 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 minimum denominations of $2,000 and integral
multiples of $1,000 thereafter. 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.



     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.



A-2-4









 





     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.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 		 	 
	 

	 	 	 		 	 






Dated: April 15, 2010




	 	 	 	 	 

	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 Bank of New York Mellon Trust Company,
N.A.

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






A-2-5









 





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.




A-2-6









 





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 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.
	 	 






	 	 	 

	 

SIGNATURE GUARANTEED:

The signature must be guaranteed by a member of the Securities Transfer Agents
Medallion Program. Notarized or witnessed signatures are not acceptable.

	 	 






A-2-7









 






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 required to be physically delivered under the terms
of the Indenture should be mailed to                                         . This information is
provided by                                         , the assignee named above, or                              
           , as its agent.





A-2-8