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WAL -M ART STORES , I NC. 5.625% NOTES DUE 2034

Promissory Note

WAL -M ART STORES , I NC. 5.625% NOTES DUE 2034 | Document Parties: WAL MART STORES INC | Bank of New York Mellon Depository | BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | Euroclear Bank SA | NEW YORK MELLON DEPOSITORY (NOMINEES) LIMITED | WAL-MART STORES, INC You are currently viewing:
This Promissory Note involves

WAL MART STORES INC | Bank of New York Mellon Depository | BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | Euroclear Bank SA | NEW YORK MELLON DEPOSITORY (NOMINEES) LIMITED | WAL-MART STORES, INC

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Title: WAL -M ART STORES , I NC. 5.625% NOTES DUE 2034
Governing Law: New York     Date: 3/26/2009
Industry: Retail (Department and Discount)     Sector: Services

WAL -M ART STORES , I NC. 5.625% NOTES DUE 2034, Parties: wal mart stores inc , bank of new york mellon depository , bank of new york mellon trust company  n.a. , euroclear bank sa , new york mellon depository (nominees) limited , wal-mart stores  inc
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Exhibit 4(b)

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 AL -M ART S TORES , I NC .

5.625% NOTES DUE 2034

 

Number 1

  

 

ISIN No.: XS0419834931

£1,000,000,000

  

 

Common Code: 041983493

WAL-MART STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware, and any successor corporation pursuant to the Indenture (herein referred to as the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK MELLON DEPOSITORY (NOMINEES) LIMITED or registered assigns, the principal sum of ONE BILLION POUNDS STERLING (£1,000,000,000) on March 27, 2034 in such coin or currency of the United Kingdom as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, computed on the basis of a 360-day year consisting of twelve 30-day months, semi-annually in arrears on March 27 and September 27 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on September 27, 2009, on said principal sum in like coin or currency, at the rate per annum specified in the title of this Note from March 27, 2009 or from the most recent March 27 and September 27 to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note is registered (the “Holder”) at the close of business on the preceding March 15, in the case of an Interest Payment Date of March 27, and on the preceding September 15, in the case of an Interest Payment Date of September 27 (each, a “Record Date”). “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in New York, New York or London, England.

Reference is made to the further provisions of this Note set forth on the succeeding sections hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.


This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to in Section 1 hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries, each by manual or facsimile signature and under its corporate seal.

 

 

WAL-MART STORES, INC.

 

By:

 

/s/ Charles M. Holley, Jr.

 

Name:

 

Charles M. Holley, Jr.

 

Title:

 

Executive Vice President, Finance and Treasurer

[SEAL]

 

By:

 

/s/ Anthony D. George

 

Name:

 

Anthony D. George

 

Title:

 

Associate General Counsel, Finance and Assistant Secretary

Dated: March 27, 2009

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the Series designated herein referred to in the within-mentioned Indenture.

 

 

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

as Trustee

 

By:

 

THE BANK OF NEW YORK MELLON, as Authenticating Agent

 

By:

 

/s/ Authorized Signatory

 

 

Authorized Signatory

 

2


WAL-MART STORES, INC.

5.625% NOTES DUE 2034

1. Indenture; Notes . This Note is one of a duly authorized series of Securities of the Company designated as the “5.625% Notes Due 2034” (the “Notes”), initially issued in an aggregate principal amount of £1,000,000,000 on March 27, 2009. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of debt securities of the Company, issued or issuable under and pursuant to, the Indenture, dated as of July 19, 2005, by and between the Company, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, by and between the Company, as Issuer, and the Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes and of the terms upon which this Note is, and is to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and other provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern.

All capitalized terms which are used but not defined in this Note shall have the meanings assigned to them in the Indenture.

The Company may, without the consent of the Holders, create and issue additional Securities ranking equally with the Notes and otherwise identical in all respects (except for their date of issue, issue price and the date from which interest payments thereon shall accrue) so that such additional Securities shall be consolidated and form a single series with the Notes; provided, however, that no additional Securities of any existing or new series may be issued under the Indenture if an Event of Default has occurred and remains uncured thereunder.

2. Ranking . The Notes shall constitute the senior unsecured debt obligations of the Company and shall rank equally in right of payment among themselves and with all other existing and future senior unsecured debt obligations of the Company.

3. Payment of Overdue Amounts . The Company shall pay interest, calculated on the basis of a 360-day year consisting of twelve 30-day months, on overdue principal and overdue installments of interest, if any, from time to time, on demand at the interest rate borne by the Notes to the extent lawful.

4. Payment of Additional Amounts; Redemption Upon a Tax Event .

(a) Payment of Additional Amounts . The Company shall pay to the Holder (including, for purposes of this Section 4, each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on


account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

(i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;

(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;

(iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of such Holder’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America or as a corporation which accumulates earnings to avoid United States federal income tax;

(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;

(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;

(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amende


 
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