FIFTEENTH SUPPLEMENTAL INDENTURE
THIS FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of March 17, 2020 (this Supplemental Indenture), is between The Sherwin-Williams Company, an Ohio corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).
WHEREAS, pursuant to the Indenture, dated as of July 31, 2015, between the Company and the Trustee (the Indenture), the Company may from time to time issue and sell debt securities in one or more series;
WHEREAS, the Company desires to create and authorize a series of Notes entitled 2.300% Senior Notes due 2030, limited initially to $500,000,000 in aggregate principal amount (the 2030 Notes), and to provide the terms and conditions upon which the 2030 Notes are to be executed, registered, authenticated, issued and delivered, and the Company has duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the 2030 Notes are a series of Notes and are being issued under the Indenture, as supplemented by this Supplemental Indenture, and are subject to the terms contained therein and herein;
WHEREAS, the 2030 Notes are to be substantially in the form attached hereto as Exhibit A; and
WHEREAS, all acts and things necessary to make the 2030 Notes, when executed by the Company and authenticated and delivered by or on behalf of the Trustee as provided in this Supplemental Indenture, the valid, binding and legal obligations of the Company, and to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed.
NOW, THEREFORE, in order to declare the terms and conditions upon which the 2030 Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such 2030 Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree, for the benefit of each other and for the equal and proportionate benefit of the Holders from time to time of the 2030 Notes, as follows:
Section 1. Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture.
Attributable Indebtedness in respect of a Sale/Leaseback Transaction means, as of the time of determination, (a) if the obligation in respect of such Sale/Leaseback Transaction is a Capital Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (b) if the obligation in respect of such Sale/Leaseback Transaction is not a Capital Lease Obligation,