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 .
4.875% NOTES DUE
2029
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Number 1
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ISIN No.:
XS0453133950
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€1,000,000,000
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Common Code:
045313395
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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 EURO (€1,000,000,000) on
September 21, 2029 in such coin or currency of the member
states of the European Monetary Union that have adopted or that
adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the Treaty on
European Union, as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest,
computed on an Actual/Actual (ISMA) day count fraction basis,
annually in arrears on September 21 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 21, 2010, on said principal sum in like coin or
currency, at the rate per annum specified in the title of this Note
from September 21, 2009 or from the most recent
September 21 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 September 15 (each, a
“Record Date”). “Business Day” means any
day, other than a Saturday or Sunday, that (i) 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 and (ii) is a day on which the
Trans-European Automated Real-time Gross Settlement Express
Transfer system (the Target2 system), or any successor thereto,
operates. “Actual/Actual (ISMA) day count fraction
basis” means that interest on this Note will be calculated on
the basis of the actual number of days in the period from and
including the last Interest Payment Date (or, with respect to the
interest payable on the first Interest Payment Date, the issue date
of this Note) to but excluding the Interest Payment Date on which
the interest payment falls due.
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.
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WAL-MART
STORES, INC.
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By:
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Name:
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Charles M.
Holley, Jr.
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Title:
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Executive Vice
President, Finance and Treasurer
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[SEAL]
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Attest:
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Name:
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Anthony D.
George
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Title:
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Associate
General Counsel, Finance and Assistant Secretary
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Dated:
September 21, 2009
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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This is one of the Securities of the
Series designated herein referred to in the within-mentioned
Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
as Trustee
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By:
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THE BANK OF NEW
YORK MELLON, as Authenticating Agent
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By:
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Authorized
Signatory
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2
WAL-MART STORES,
INC.
4.875% NOTES DUE
2029
1. Indenture; Notes . This
Note is one of a duly authorized series of Securities of the
Company designated as the “4.875% Notes Due 2029” (the
“Notes”), initially issued in an aggregate principal
amount of €1,000,000,000 on September 21, 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 on overdue principal and overdue
installments of interest, if any from time to time, calculated on
an Actual/Actual (ISMA) day count fraction basis (giving effect to
the actual payment date for such overdue principal and overdue
installments of interest), 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:
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(i)
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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;
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(ii)
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any estate,
inheritance, gift, sales, transfer, excise, personal property or
similar tax, assessment or other governmental charge;
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(iii)
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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;
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(iv)
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any tax,
assessment or other governmental charge which is payable otherwise
than by withholding from payment of principal of or interest on
this Note;
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(v)
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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;
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(vi)
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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;
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(vii)
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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 t
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