Exhibit 4(a)
WAL-MART STORES,
INC.
Series Terms
Certificate
Pursuant to Section 3.01 of
the Indenture
Relating to 4.875% Notes Due
2029
Pursuant to Section 3.01 of the
Indenture, dated as of July 19, 2005, as amended and
supplemented (the “Indenture”), made between Wal-Mart
Stores, Inc., a Delaware corporation (the “Company”),
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(the “Trustee”), Christopher K. Gould, Vice President,
Capital Markets of the Company (the “Certifying Authorized
Officer”), hereby certifies as follows, and Anthony D.
George, Associate General Counsel, Finance and Assistant Secretary
of the Company, attests to the following certification. Any
capitalized term used herein shall have the definition ascribed to
that term as set forth in the Indenture unless otherwise defined
herein.
A. This certificate is a Series
Terms Certificate contemplated by Section 3.01 of the
Indenture and is being executed to evidence the establishment and
approval of the terms and conditions of the Series that was
established pursuant to Section 3.01 of the Indenture by means
of a Unanimous Written Consent of the Executive Committee of the
Board of Directors of the Company, dated September 10, 2009
(the “Series Consent”), which Series is designated as
the “4.875% Notes Due 2029” (the “2029
Series”), by the Certifying Authorized Officer pursuant to
the grant of authority under the terms of the Series
Consent.
B. Each of the undersigned has read
the Indenture, including the provisions of Sections 1.02 and 3.01
and the definitions relating thereto, and the resolutions adopted
in the Series Consent. In the opinion of the undersigned, the
undersigned have made such examination or investigation as is
necessary to enable the undersigned to express an informed opinion
as to whether or not all conditions precedent provided for in the
Indenture relating to the execution and delivery by the Trustee of
the Indenture, to the creation, establishment and approval of the
title, the form and the terms of a Series under the Indenture, and
to the authentication and delivery by the Trustee of promissory
notes of a Series, have been complied with. In the opinion of the
undersigned, (i) all such conditions precedent have been
complied with and (ii) there are no Events of Default, or
events which, with the passage of time, would become an Event of
Default under the Indenture that have occurred and are continuing
at the date of this certificate.
C. Pursuant to the Series Consent,
the Company is authorized to issue initially €1,000,000,000
aggregate principal amount of promissory notes of the 2029 Series.
A copy of the Series Consent is attached hereto as Annex A .
Any promissory notes that the Company issues that are a part of the
2029 Series (the “2029 Notes”) shall be issued in
registered book-entry form and shall be represented by a global
security substantially in the form attached hereto as Annex
B (the “Form of 2029 Note”). The aggregate original
principal amount of the 2029 Notes to be issued and sold initially
by the Company (the “Initial 2029 Notes”) will be
€1,000,000,000.
D. Pursuant to Section 3.01 of
the Indenture, the terms and conditions of the 2029 Series and the
2029 Notes are established and approved to be the
following:
The Series established by the Series
Consent is designated as the “4.875% Notes Due
2029”.
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2.
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Aggregate
Principal Amount :
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The 2029 Series is not limited as to
the aggregate principal amount of all the promissory notes of the
2029 Series that the Company may issue. The Company is initially
issuing the Initial 2029 Notes in an aggregate original principal
amount of €1,000,000,000.
Final maturity of the 2029 Notes
will be September 21, 2029.
The 2029 Notes will bear interest at
the rate of 4.875% per annum, which interest shall commence
accruing from and including September 21, 2009. Additional
Amounts (as defined in Section 4(a) of the Form of 2029 Note),
if any, will also be payable on the 2029 Notes.
Interest will be payable on the 2029
Notes in arrears on September 21 of each year, commencing on
September 21, 2010, to the person or persons in whose name or
names the 2029 Notes are registered at the close of business on the
immediately preceding September 15. Interest on the 2029 Notes
will be computed on an Actual/Actual (ICMA) day count fraction
basis (as defined in the Form of 2029 Note).
The principal, interest, any Tax
Redemption Price (as defined in the Form of 2029 Note) and any
Additional Amounts (as defined in the Form of 2029 Note) payable
with respect to the 2029 Notes shall be payable in euro (the lawful
single currency adopted by participating member states of the
European Monetary Union that have adopted or that will adopt the
single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European
Union).
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All payments of principal of, any
Tax Redemption Price with respect to, and interest on, the 2029
Notes shall be made as set forth in Section 5 of the Form of
2029 Note.
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7.
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Optional
Redemption Features :
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The Company may redeem the 2029
Notes upon the occurrence of certain tax events as set forth in
Section 4(b) of the Form of 2029 Note.
There is no sinking fund with
respect to the 2029 Notes.
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8.
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Special
Redemption Features, etc. :
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None.
€50,000 and integral multiples
of €1,000 in excess thereof for the 2029 Notes.
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10.
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Principal
Repayment :
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100% of the principal amount of the
2029 Notes.
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11.
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Registrar,
Paying Agent, Transfer Agent, Authenticating Agent and Common
Depositary :
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The Bank of New York Mellon Trust
Company, N.A. will be the registrar, U.S. paying agent and U.S.
transfer agent for the 2029 Notes. The Bank of New York Mellon will
be the London paying agent, the London transfer agent, the
Authenticating Agent and the Common Depositary for the 2029
Notes.
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12.
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Payment of
Additional Amounts:
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The Company shall pay Additional
Amounts as defined in and set forth under Section 4(a) of the
Form of 2029 Note.
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13.
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Book-Entry
Procedures :
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The 2029 Notes shall initially be
issued in the form of a single global note registered in the name
of The Bank of New York Mellon Depository (Nominees) Limited, as
nominee for The Bank of New York Mellon, as common depositary for
Clearstream Banking, société anonyme and
Euroclear Bank S.A./N.V., and will be issued in certificated form
only in limited circumstances, in each case, as set forth under
Sections 11 and 12 of the Form of 2029 Note.
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Sections 2, 3, 4, 5, 6, 8, 9, 10,
11, 12, 13, 14, 15, 16 and 17 of the Form of 2029 Note shall also
apply to the 2029 Notes.
The 2029 Notes will not have any
terms or conditions of the type contemplated by clause (ii), (iii),
(vi), (vii), (xii), (xiii), (xiv), (xvi), (xvii), (xix) or
(xx) of Section 3.01 of the Indenture.
E. The 2029 Notes will be issued
pursuant to and governed by the Indenture. To the extent that the
Indenture’s terms apply to the 2029 Notes specifically or
apply to the terms of all Securities of all Series established
pursuant to and governed by the Indenture, such terms shall apply
to the 2029 Notes.
[Signature page follows]
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IN WITNESS WHEREOF,
the undersigned has hereunto
executed this Certificate as of September 14, 2009.
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Christopher K.
Gould
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Vice President,
Capital Markets
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ATTEST:
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Anthony D.
George
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Associate General Counsel, Finance
and Assistant Secretary
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ANNEX A
UNANIMOUS CONSENT TO
ACTION
IN LIEU OF A SPECIAL
MEETING
OF THE EXECUTIVE COMMITTEE
OF
THE BOARD OF
DIRECTORS
OF WAL-MART STORES,
INC.
September 10,
2009
The undersigned, being all of the
members of the Executive Committee of the Board of Directors of
Wal-Mart Stores, Inc., a Delaware corporation (the
“Company”), do hereby consent to the adoption of the
following resolutions in accordance with the provisions of
Section 141(f) of the General Corporation Law of
Delaware:
WHEREAS , the Company has registered with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), and the rules
promulgated thereunder, the offer and sale in one or more offerings
of an indeterminate amount of its debt securities, which debt
securities are to be issued pursuant to the terms of the Indenture,
dated as of July 19, 2005, between the Company and The Bank of
New York Mellon Trust Company, N.A., a national banking
association, as trustee under the Indenture (the “Indenture
Trustee”), as supplemented to date (the
“Indenture”); and
WHEREAS , the Company desires to issue and sell in an
underwritten public offering (the “Offering”) its debt
securities denominated in euros and having an aggregate principal
amount not to exceed €1,000,000,000, a portion of which debt
securities are to be offered and sold pursuant to the
Company’s Registration Statement on Form S-3ASR (Registration
No. 333-156724) (the “Registration Statement”) and
the balance of which debt securities are to be sold in transactions
outside of the United States in reliance on Regulation S under the
Securities Act and otherwise in accordance with the laws of the
countries in which such debt securities are offered and sold, and
to make application for the admission of such debt securities to
the Official List of the Irish Stock Exchange and for trading on
the regulated market of the Irish Stock Exchange; it is
NOW THEREFORE RESOLVED
, that a series of senior, unsecured
promissory notes of the Company that shall mature on a date that
shall be no earlier than the twentieth anniversary of, and no later
than the last day of the first full month next following the
thirtieth anniversary of, the date of initial issuance of notes of
such series (the “September 2009 Notes”) shall be, and
it hereby is, created, established and authorized for issuance and
sale pursuant to the terms of the Indenture; and be it
FURTHER RESOLVED
, that the September 2009 Notes
shall have such terms, including the rate at which interest will
accrue on the Promissory Notes (as defined below) of the September
2009 Notes and the maturity date thereof, and shall be in such form
as shall be established and approved by one or more of the Chairman
of the Board of Directors, the Chief Executive Officer, any Vice
Chairman, the Chief Financial Officer, any Executive Vice
President, any Senior Vice President, any Vice President, the
Controller
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and the Treasurer of the Company (each an
“Authorized Officer”) in accordance with the provisions
of Section 3.01 of the Indenture pursuant to the authority
granted by these resolutions, which approval will be conclusively
evidenced by that Authorized Officer’s or those Authorized
Officers’ execution of a Series Terms Certificate (as defined
in the Indenture) with respect to the September 2009 Notes; and be
it
FURTHER RESOLVED
, that the Authorized Officers shall
be, and each of them hereby is, authorized, in the name and on
behalf of the Company, to establish and to approve the terms and
conditions of the September 2009 Notes, including the exact
maturity date thereof, which maturity date shall be consistent with
these resolutions, and the rate at which interest shall accrue
thereon, to set the aggregate principal amount of the September
2009 Notes to be sold in the Offering, which aggregate principal
amount shall not exceed €1,000,000,000 (the “Offering
Amount”), and to approve the form, terms and conditions of
the promissory notes representing notes in the September 2009 Notes
(the “Promissory Notes”); and be it
FURTHER RESOLVED
, that the Authorized Officers shall
be, and each of them hereby is, authorized, in the name and on
behalf of the Company, to execute Promissory Notes having an
aggregate principal amount equal to the Offering Amount, all as
provided in the Indenture, and to deliver those Promissory Notes to
the Indenture Trustee for authentication and delivery in accordance
with the terms of the Indenture; and be it
FURTHER RESOLVED
, that the Indenture Trustee shall
be, and it hereby is, authorized and directed to authenticate and
deliver Promissory Notes having an aggregate principal amount equal
to the Offering Amount to or upon the written order of the Company,
as provided in the Indenture; and be it
FURTHER RESOLVED
, that the Company shall be and
hereby is authorized, and the Authorized Officers shall be, and
each of them hereby is, authorized and directed to take, or cause
to be taken, for and on behalf of the Company, all actions
necessary or advisable for the Company to make application for and
to effect the admission of the September 2009 Notes or such
Promissory Notes as are outstanding from time to time to the
Official List of the Irish Stock Exchange and for trading on the
regulated market of the Irish Stock Exchange, and, in connection
therewith, to prepare, execute and file all necessary applications,
documents, forms and agreements with the Irish Stock Exchange, to
grant all powers of attorney to Arthur Cox Listing Services
Limited, as the Company’s listing agent with respect to the
admission of the September 2009 Notes or such Promissory Notes as
are outstanding from time to time to the Official List of, and for
trading on the regulated market of, the Irish Stock Exchange, to
pay all filing, listing and application fees and related expenses,
and to take any other action necessary to achieve such admission of
the September 2009 Notes or such Promissory Notes as are
outstanding from time to time to the Official List of, and for
trading on the regulated market of, the Irish Stock Exchange; and
be it
FURTHER RESOLVED
, the Company shall be and hereby is
authorized, and the Authorized Officers shall be, and each of them
hereby is, authorized and directed, for and on behalf of the
Company, to take, or cause to be taken, all actions, to make all
filings, and pay all fees necessary or advisable, in order to make
application to the Irish Financial Services Regulatory Authority
for,
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and to obtain, the approval of a prospectus
relating to the offer and sale of Promissory Notes having an
aggregate principal amount equal to the Offering Amount in member
states of the European Union, pursuant to the European
Union’s Directive 2003/71/EC and the Republic of
Ireland’s Prospectus (Directive 2003/71/EC) Regulations 2005;
and be it
FURTHER RESOLVED
, that the Company shall be, and it
hereby is, authorized to enter into, execute and deliver, and
perform its obligations under, and each Authorized Officer is
authorized to execute and deliver, for and on behalf of the
Company, an Underwriting Agreement or, in the alternative, a
Pricing Agreement and an Underwriting Agreement (collectively, the
“Underwriting Agreement”) between the Company and
Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc,
and Barclays Bank PLC and any other underwriters and managers named
therein (collectively, the “Underwriters”), providing
for the sale by the Company and the purchase by the Underwriters of
Promissory Notes having an aggregate principal amount equal to the
Offering Amount as determined by one or more Authorized Officers,
such determination to be evidenced by the execution and delivery of
the Underwriting Agreement by an Authorized Officer on behalf of
the Company, and any other agreements necessary to effectuate the
intent of these resolutions, the Underwriting Agreement and any
other such agreements to be in the forms and to contain the terms,
including the price to be paid to the Company by the Underwriters
for the Promissory Notes being purchased pursuant to the
Underwriting Agreement, and conditions as the Authorized Officer
executing the same approves, such approval to be conclusively
evidenced by that Authorized Officer’s execution and delivery
of the Underwriting Agreement or other agreement; and be
it
FURTHER RESOLVED
, that the Company shall be, and it
hereby is, authorized to sell the Promissory Notes to the
Underwriters pursuant to the Underwriting Agreement at the price
set forth in, and pursuant to the other terms and conditions of,
the Underwriting Agreement; and be it
FURTHER RESOLVED
, that the Company shall be, and it
hereby is, authorized to perform its obligations under the
Promissory Notes issued and sold by the Company and its obligations
under the Indenture, as those obligations relate to those
Promissory Notes; and be it
FURTHER RESOLVED
, that the Company shall be, and it
hereby is, authorized to issue one or more global certificates to
represent the Promissory Notes authorized in accordance with these
resolutions and not otherwise issue the Promissory Notes in
certificated form, and to permit each global certificate
representing Promissory Notes to be registered in the name of a
common depository for, or a nominee of, Clearstream Banking, S.A.,
Luxembourg (“Clearstream”), Euroclear Bank, S.A./N.V.
(“Euroclear”) or both and beneficial interests in the
global certificates representing the Promissory Notes to be
otherwise shown on, and transfers of such beneficial interests
effected through, records maintained by Clearstream and Euroclear
and their respective participants, as the case may be; and be
it
FURTHER RESOLVED
, that the signatures of the
Authorized Officers executing any Promissory Note may be the manual
or facsimile signatures of the present or any future Authorized
Officers and may be imprinted or otherwise reproduced thereon, and
any such facsimile signature shall be binding upon the Company,
notwithstanding the fact that at the time the Promissory Notes are
authenticated and delivered and disposed of, the person signing the
facsimile signature shall have ceased to be an Authorized Officer;
and be it
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FURTHER RESOLVED
, that the Company shall be, and it
hereby is, authorized to enter into, execute and deliver, and
perform its obligations under, and each Authorized Officer is
authorized to execute and deliver, for and on behalf of the
Company, a paying agent and transfer agent agreement with The Bank
of New York Mellon, which agreement shall be in such form and
contain such terms and conditions as an Authorized Officer shall
determine to be appropriate, such determination to be evidenced by
the execution and delivery of such agreement by an Authorized
Officer for and on behalf of the Company; and be it
FURTHER RESOLVED
, that, without in any way limiting
the authority heretofore granted to any Authorized Officer, the
Authorized Officers shall be, and each of them individually is,
authorized and empowered to do and perform all such acts and things
and to execute and deliver, for and on behalf of the Company, any
and all documents and instruments and to take any and all such
actions as they may deem necessary, desirable or proper in order to
carry out the intent and purpose of the foregoing resolutions and
fully to establish the September 2009 Notes, to offer, issue and
sell the September 2009 Notes having an aggregate principal amount
equal to the Offering Amount, to perform the provisions of the
Underwriting Agreement, the Indenture and the Promissory Notes, to
cause the September 2009 Notes or such Promissory Notes as are
outstanding from time to time to be admitted to the Official List
of, and for trading on the regulated market of, the Irish Stock
Exchange, and to incur on behalf of the Company all such expenses
and obligations in connection therewith as they may deem
proper.
Dated this 10
th
day of September
2009
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/s/ Michael T.
Duke
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/s/ S. Robson
Walton
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Michael T.
Duke
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S. Robson
Walton
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/s/ H. Lee
Scott, Jr.
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/s/ Christopher
J. Williams
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H. Lee Scott,
Jr.
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Christopher J.
Williams
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ANNEX B
FORM OF GLOBAL
NOTE
This Note is a global security and
is registered in the name of The Bank of New York Mellon Depository
(Nominees) Limited, as nominee of the common depositary, The Bank
of New York Mellon (the “Common Depositary”), for
Clearstream Banking, société anonyme
(“Clearstream”) and Euroclear Bank S.A./N.V.
(“Euroclear”). Unless and until this Note is exchanged
in whole or in part for Notes in definitive form, this Note may not
be transferred except as a whole by the Common Depositary or a
nominee of the Common Depositary to the Common Depositary or
another depositary or by the Common Depositary or a nominee of the
Common Depositary to a successor depositary or a nominee of such
successor depositary.
W