Exhibit 4(b)
This Note is a global security and
is registered in the name of CEDE & CO., as nominee of the
Depositary, The Depository Trust Company. Unless and until this
Note is exchanged for Notes in definitive form, this Note may not
be transferred except as a whole by the Depositary or a nominee of
the Depositary to the Depositary or another depositary or by the
Depositary or any such nominee to a successor depositary or a
nominee of such successor depositary.
Unless this Note is presented by an
authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the issuer or its agent
for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest
herein.
W AL -M ART S TORES , I NC .
3.20% NOTES DUE
2014
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Number
A-[ ]
$500,000,000
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CUSIP No.: 931142 CQ4
ISIN No.: US931142CQ45
Common Code: 043021869
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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 CEDE & CO. or
registered assigns, the principal sum of FIVE HUNDRED MILLION
DOLLARS on May 15, 2014 in such coin or currency of the United
States of America 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 May 15 and
November 15 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 November 15, 2009, on said
principal sum in like coin or currency, at the rate per annum
specified in the title of this Note from May 21, 2009 or from
the most recent May 15 or November 15 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 May 1, in the case of an Interest Payment Date of
May 15, and on the preceding November 1, in the case of
an Interest Payment Date of November 15 (each, a “Record
Date”).
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 by
manual or facsimile signature under its corporate seal, attested by
its Secretary, one of its Assistant Secretaries, its Treasurer or
one of its Assistant Treasurers by manual or facsimile
signature.
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WAL-MART
STORES, INC.
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By:
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Name:
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M. Brett
Biggs
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Title:
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Senior Vice
President, Corporate Finance and Assistant 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: May 21, 2009
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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.,
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as
Trustee
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By:
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Authorized
Signatory
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WAL-MART STORES,
INC.
3.20% NOTES DUE
2014
1. Indenture; Notes . This
Note is one of a duly authorized series of Securities of the
Company designated as the “3.20% Notes Due 2014” (the
“Notes”), initially issued in an aggregate principal
amount of $1,000,000,000 on May 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, as supplemented by the First Supplemental
Indenture, dated as of December 1, 2006 (the
“Indenture”), by and between the Company, as Issuer,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(the “Trustee”), 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, 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 and unsubordinated debt
obligations of the Company and shall rank equally in right of
payment among themselves and with all other existing and future
senior, unsecured and unsubordinated 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, the beneficial owner) of this Note
who is a Non-U.S. Person (as defined below) such 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 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 require