364-day term loan facility, dated as of April 22, 2021, by and between Lowes Companies, Inc. and Wells Fargo Bank, National Association

April 22, 2021

Lowe’s Companies, Inc.

1000 Lowe’s Boulevard, NB3TIR

Mooresville, NC 28117

Attn: Senior Vice President, Corporate Finance and Treasurer

Re: 364-Day Term Loan Facility

(i)    Illegality.    If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender

or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by the Lender to the Borrower, (i) any obligation of the Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of the Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Eurodollar Rate component of the Base Rate, in each case until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the Lender, prepay or, if applicable, convert all Eurodollar Rate Loans of the Lender to Base Rate Loans (the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if the Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if the Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of the Lender determining or charging interest rates based upon the Eurodollar Rate, the Lender shall during the period of such suspension compute the Base Rate applicable to the Lender without reference to the Eurodollar Rate component thereof until the Lender advises that it is no longer illegal for the Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

(B)    Notwithstanding the foregoing, if the Lender has made the determination described in clause (A)(i) of this paragraph 1(i)(ii), the Lender, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Lender revokes the notice delivered with respect to the Impacted Loans under clause (A)(i) of this paragraph 1(i)(ii), (ii) the Lender notifies the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the Lender of funding the Impacted Loans, or (iii) the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of the Lender to do any of the foregoing and provides the Borrower written notice thereof.

(B)    Capital Requirements. If the Lender determines that any Change in Law affecting the Lender or any Lending Office of the Lender or the Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Term Loan Commitment of the Lender or the Term Loan (or any portion thereof) made by the Lender, then from time to time the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(B)    any failure by the Borrower (for a reason other than the failure of the Lender to make the Term Loan (or any portion thereof)) to prepay, borrow, continue or convert the Term Loan (or any portion thereof) other than a Base Rate Loan on the date or in the amount notified by the Borrower;

(B)    Notice of Account Designation, substantially in the form of Exhibit F     

hereto, appropriately completed and signed by a Responsible Officer of     

the Borrower;

3.    Representations and Warranties. The Borrower represents and warrants that the proceeds of the Term Loan have been and shall be used by the Borrower and its Subsidiaries in accordance with Paragraph 1(g) above. The Borrower hereby further agrees that the representations and warranties contained in Article V of the Incorporated Agreement (the “Incorporated Representations”) as such representation or warranty is in effect on the Closing Date are hereby incorporated by reference as modified by Paragraph 6(a) below and shall be as binding on the Borrower as if fully set forth herein. Notwithstanding the above, with respect to the Incorporated Representations, (i) the representations and warranties contained in Section 5.05(a) and (b) of the Incorporated Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b) of the Incorporated Agreement, and (ii) all of the references to the “Closing Date” therein shall be deemed to refer to the Closing Date hereof.

(d)    Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

(a)    The parties hereto hereby agree that the provisions set forth in Sections 1.02 1.03, 1.04, 1.08 and 3.01 of the Incorporated Agreement as in effect on the Closing Date (the “Additional Incorporated Provisions”) are incorporated by reference (with such adjustments or modifications as necessary to maintain the substance of the provisions contained therein) and shall be binding on the parties hereto as if set forth fully herein. The incorporation by reference to the Incorporated Agreement of the Incorporated Representations, the Incorporated Covenants, the Incorporated Events of Default and the Additional Incorporated Provisions shall survive the termination of the Incorporated Agreement. The Incorporated Representations, the Incorporated Covenants, the Incorporated Events of Default and the Additional Incorporated Provisions (including all exhibits, schedules and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein with appropriate substitutions, including the following (with such adjustments or modifications as necessary to maintain the substance of the provisions contained therein): (a) all references to “this Agreement” shall be deemed to be references to this Agreement; (b) all references to “the Administrative Agent” shall be deemed to be references to the Lender, (c) all references to “the Lenders” or “the L/C Issuer” shall be deemed to be references to the Lender, (d) all references to “the Required Lenders” shall be deemed to be references to the Lender; (e) all references to “Default” and “Event of Default” shall be deemed to be references to a Default and an Event of Default, respectively, as defined herein; (f) all references to “the Loans” shall be deemed to be references to the Term Loan; (g) all references to “Revolving Loans” shall be deemed to be references to the Term Loan; (h) all references to “Eurocurrency Rate Loan” shall be deemed to be references to Eurodollar Rate Loan

as defined herein; (i) all references to “Base Rate Loan” shall be deemed to be references to Base Rate Loans as defined herein, (j) all references as to “Loan Document” or “Loan Documents” or any similar reference shall be deemed to refer to this Agreement as well as the other Loan Documents, (k) all references to “the Borrower” shall be deemed to be references to the Borrower as defined herein, (l) all references to “Commitment” or “Aggregate Commitment” shall mean the Term Loan Commitment or, if the Term Loan Commitment has been terminated, the Term Loan, (m) all references to “Beneficial Ownership Certification” shall be deemed to be references to each Beneficial Ownership Certification delivered hereunder, (n) all references to “Material Adverse Effect” shall be deemed to refer to a Material Adverse Effect as defined herein, (o) all references to “Notes” shall be deemed to refer to the promissory notes(s) delivered hereunder and (p) all references to “Obligations” or “L/C Obligations” shall be deemed to refer to the Obligations.

(c)    Except as otherwise expressly provided herein, notices and other communications to each party provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, to (i) in the case of the Lender: Wells Fargo Bank, National Association, 1525 West W.T. Harris Blvd., Mail Code: MAC D1109-019, Charlotte, NC ###-###-#### with a copy to: Wells Fargo Bank, National Association, 550 S Tryon Street, 7th floor, Mail Code: MAC D1086-074, Charlotte, NC ###-###-####, Attention: Carl Hinrichs, (ii) in the case of the Borrower: Lowe’s Companies, Inc., 1000 Lowe’s Boulevard, NB3TIR, Mooresville, NC 28117, Attention: Assistant Treasurer or (iii) with respect to the Borrower or the Lender, such other address as provided in writing from time to time by such party to the other party. Any such notice or other communication sent by overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). All notices and other communications sent by the other means listed in the first sentence of this paragraph shall be effective upon receipt. Notwithstanding anything to the contrary contained herein, all notices (by whatever means) to the Lender pursuant to Paragraph 1(b) hereof shall be effective only upon receipt. Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Lender. The Lender or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications

pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Lender otherwise prescribes, notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement); provided that, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified in writing by such Person for such purpose, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.

(d)    This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights and obligations hereunder. The Lender may at any time, at its own expense, (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Borrower, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an Affiliate of the Lender or if an Event of Default exists, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Borrower. The Borrower agrees to execute any documents reasonably requested by the Lender in connection with any such assignment. All information provided by or on behalf of the Borrower to the Lender or its Affiliates may be furnished by the Lender to its Affiliates and to any actual or proposed assignee or participant.

(f)    The Borrower shall indemnify the Lender, (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, computed on an hourly basis, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party (other than such Indemnitee and its Related Parties) or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or, in the case of the Lender (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 of the Incorporated Agreement), (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c) of the Incorporated Agreement, this Section 6(f) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Paragraph 6(f) shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the Borrower under the Loan Documents. All amounts due under this Paragraph 6(f) shall be payable within ten Business Days after written demand therefor, which written demand shall be conclusive and binding absent manifest error.

(n)    EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Any arbitration proceeding in which the amount in controversy is $5,000,000 or less will be decided by a single arbitrator selected according to the Arbitration Rules, and who shall not render an award of greater than $5,000,000. Any dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the jurisdiction of the state where the hearing will be conducted or a neutral retired judge of the jurisdiction, state or federal, of the state where the hearing will be conducted, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. In any arbitration proceeding, the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre hearing motions that are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of North Carolina and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief

as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure or other Applicable Law.

(q)    The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation amendments or other modifications, notices of borrowing, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it; and provided, further, without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

Wells Fargo Bank, National Association,

MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina ###-###-####

Wells Fargo Bank, National Association

MAC D1086-074

550 S Tryon Street, 7th floor

Charlotte, NC ###-###-####

Attention: Carl Hinrichs

Ladies and Gentlemen:

This irrevocable notice of borrowing is delivered to you pursuant to paragraph 1(b) of that certain letter agreement re: 364-Day Term Loan Facility dated as of April 22, 2021 (the “Letter Agreement”), by and between Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”) and Wells Fargo Bank, National Association, as the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Letter Agreement.

1.    The Borrower hereby requests that the Lender make an Advance under the Term Loan to the Borrower in the principal amount of $___________. (Complete with an amount of at least $100,000,000 or a whole multiple of $100,000,000 in excess thereof)

2.    The Borrower hereby requests that such Advance be made on the following Business Day: _____________________. (Complete with a Business Day in accordance with paragraph 1(b) of the Letter Agreement)

3.    The Borrower hereby requests that such Advance bear interest at the following interest rate, plus the Applicable Rate as set forth below:

_____________________________

1Complete with the Dollar amount of that portion of the overall Advance requested that is to bear interest at the selected interest rate and/or Interest Period (e.g., for a $500,000,000 advance, $100,000,000 may be requested at Base Rate, $200,000,000 may be requested at the Eurodollar Rate with an interest period of three months and $200,000,000 may be requested at the Eurodollar Rate with an interest period of one month).

2Complete with (i) the Base Rate or (ii) the Eurodollar Rate, as applicable.

4.    The aggregate principal amount of the outstanding Term Loan as of the date hereof (including the Advances under the Term Loan requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Letter Agreement.

5.    The conditions listed in Section 2(b)(ii) and Section 2(b)(iii) of the Letter Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance.

IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing as of the day and year first written above.

Wells Fargo Bank, National Association,

MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina ###-###-####

Wells Fargo Bank, National Association

MAC D1086-074

550 S Tryon Street, 7th floor

Charlotte, NC ###-###-####

Attention: Carl Hinrichs

Ladies and Gentlemen:

This irrevocable Notice of Conversion/Continuation (this “Notice”) is delivered to you pursuant to paragraph 1(b) of that certain letter agreement re: 364-Day Term Loan Facility dated as of April 22, 2021 (the “Letter Agreement”), by and between Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”) and Wells Fargo Bank, National Association, as the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Letter Agreement.

This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Letter Agreement.)

3.    The aggregate principal amount of the outstanding Term Loan as of the date hereof does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Letter Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation as of the day and year first written above.

IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the day and year first written above.

    

Wells Fargo Bank, National Association,

MAC D 1109-019

1525 West W.T. Harris Blvd.

Charlotte, North Carolina ###-###-####

Wells Fargo Bank, National Association

MAC D1086-074

550 S Tryon Street, 7th floor

Charlotte, NC ###-###-####

Attention: Carl Hinrichs

Ladies and Gentlemen:

    This irrevocable Notice of Prepayment is delivered to you pursuant to paragraph 1(f) of that certain letter agreement re: 364-Day Term Loan Facility dated as of April 22, 2021 (the “Letter Agreement”), by and between Lowe’s Companies, Inc., a North Carolina corporation (the “Borrower”) and Wells Fargo Bank, National Association, as the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Letter Agreement.

1.    The Borrower hereby provides notice to the Lender that it shall repay the following amount under the Term Loan: _______________. (Complete with an amount in accordance with paragraph 1(f) of the Letter Agreement.)

2.    The Borrower shall repay the above-referenced amount on the following Business Day: _______________. (Complete with a date no earlier than three (3) Business Days subsequent to the date of this Notice of Prepayment with respect to any Eurodollar Rate Loan)

IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the day and year first written above.

    

Wells Fargo Bank, NA

1525 W WT Harris Blvd.

Charlotte, NC ###-###-####

Attn: Syndication Agency Services

Ladies and Gentlemen:

    This Notice of Account Designation is delivered to pursuant to the Term Loan Agreement dated as of April 22, 2021, by and among LOWE’S COMPANIES, INC., a North Carolina corporation and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”).

1. The Lender is hereby authorized to disburse all Loan proceeds into the following account:

Bank Name:        [____________]

ABA Routing Number:    [____________]

Account Number:    [____________]

Account Name:        [____________]

    2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided to the Lender.

 

IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the day and year first written above.