FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of April 5, 2019 (this Fifteenth Supplemental Indenture), between LOWES 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 Lowes Boulevard, Mooresville, North Carolina 28117, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (the Trustee), as successor trustee to The Bank of New York Mellon Trust Company, N.A.
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered an Amended and Restated Indenture, dated as of December 1, 1995 (the Base Indenture), as supplemented and amended by this Fifteenth Supplemental Indenture (the Base Indenture as Supplemented by the Fifteenth Supplemental 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, 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 Fifteenth 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) 3.650% Notes due April 5, 2029 (the 2029 Notes) in an aggregate Principal Amount at Maturity of $1,500,000,000 and (ii) 4.550% Notes due April 5, 2049 (the 2049 Notes and, together with the 2029 Notes, the Notes) in an aggregate Principal Amount at Maturity of $1,500,000,000; and
WHEREAS, all acts and requirements necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent 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 Fifteenth Supplemental Indenture a valid and legally binding supplement to the Indenture have been done.
NOW, THEREFORE, in order to establish the form and terms of the series of the 2029 Notes and the series of the 2049 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: