Exhibit 1(a)
Execution Version
PRICING AGREEMENT
May 14, 2009
Barclays Capital Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
BBVA Securities Inc.
Wachovia Capital Markets, LLC
As Representatives of the
several Underwriters
named
in Schedule I hereto
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York 10005
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, New York 10017
BBVA Securities Inc.
1345 Avenue of the Americas
New York, New York 10105
Wachovia Capital Markets,
LLC
One Wachovia Center
301 S. College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
WAL-MART STORES, INC., a Delaware
corporation (the “Company”), proposes, subject to the
terms and conditions stated herein and in the Underwriting
Agreement, dated May 14, 2009 (the “Underwriting
Agreement”), between the Company, on the one hand, and you,
as parties which are signatories or deemed to be signatories to the
Underwriting Agreement, on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the
“Underwriters”) the Securities specified in Schedule II
hereto (the “Designated Securities”).
Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Pricing
Agreement to the same extent as if such provisions were set forth
in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement (it being understood that each
representation and warranty in Section 2 of the Underwriting
Agreement that refers to the Pricing Prospectus or the Prospectus
shall be deemed to be a representation or warranty as of the date
of this Pricing Agreement in relation to the Pricing Prospectus or
the Prospectus relating to the Designated Securities). Each
reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be
deemed to refer to the Representatives named in Schedule II hereto
(the “Representatives”). Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined.
The Prospectus (including, for the
avoidance of doubt, a prospectus supplement relating to the
Designated Securities), in all material respects in the form
heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions
set forth herein and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amounts of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
2
If the foregoing is in accordance
with your understanding, please sign and return to us five
counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the
Company.
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Very truly
yours,
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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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Accepted as of the date hereof:
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BARCLAYS
CAPITAL INC.
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By:
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Name:
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Pamela
Kendall
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Title:
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Director
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DEUTSCHE BANK
SECURITIES INC.
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By:
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Name:
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Marc
Fratepietro
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Title:
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Managing
Director
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By:
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Name:
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R. Scott
Flieger
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Title:
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Managing
Director/Debt Capital Markets
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J.P. MORGAN
SECURITIES INC.
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By:
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Name:
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Robert
Bottamedi
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Title:
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Vice
President
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BBVA SECURITIES
INC.
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By:
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Name:
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Howard
Freeman
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Title:
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Chief Executive
Officer
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WACHOVIA
CAPITAL MARKETS, LLC
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By:
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Name:
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Carolyn C.
Hurley
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Title:
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Vice
President
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For themselves
and as Representatives of the several Underwriters named in
Schedule I hereto
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SCHEDULE I
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Principal Amount of
3.20% Notes
Due 2014 to be
Purchased
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Barclays Capital Inc.
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$
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162,000,000
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Deutsche Bank Securities Inc.
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162,000,000
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J.P. Morgan Securities Inc.
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162,000,000
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BBVA Securities Inc.
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162,000,000
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Wachovia Capital Markets, LLC
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162,000,000
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Banc of America Securities LLC.
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10,000,000
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Banca IMI S.p.A
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10,000,000
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BNP Paribas Securities Corp.
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10,000,000
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CastleOak Securities L.P.
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10,000,000
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Citigroup Global Markets Inc.
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10,000,000
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Credit Suisse Securities (USA) LLC
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10,000,000
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Dresdner Kleinwort Securities LLC
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10,000,000
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Goldman, Sachs & Co.
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10,000,000
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HSBC Securities (USA) Inc.
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10,000,000
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Mitsubishi UFJ Securities (USA) Inc.
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10,000,000
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Mizuho Securities USA Inc.
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10,000,000
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Morgan Stanley & Co.
Incorporated
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10,000,000
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RBS Securities Inc.
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10,000,000
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Samuel A. Ramirez & Company,
Inc.
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10,000,000
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Santander Investment Securities Inc.
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10,000,000
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Standard Chartered Bank
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10,000,000
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UBS Securities LLC.
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10,000,000
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U.S. Bancorp Investments Inc
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10,000,000
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Utendahl Capital Group, LLC
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10,000,000
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TOTAL
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$
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1,000,000,000
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ANNEX I - Page 1
SCHEDULE II
TITLE OF DESIGNATED
SECURITIES:
3.20% Notes Due 2014 (the
“Notes”).
AGGREGATE PRINCIPAL
AMOUNT:
$1,000,000,000.
PRICE TO PUBLIC:
99.987% of the principal
amount.
PURCHASE PRICE TO
UNDERWRITERS:
99.637% of the principal amount of
the Notes, plus accrued interest, if any, from May 21, 2009;
and the selling concession shall be 0.20% and the reallowance
concession shall be 0.10%, in each case, of the principal amount of
the Notes.
INDENTURE:
Indenture, dated as of July 19,
2005, as supplemented by the First Supplemental Indenture, dated as
of December 1, 2006, between the Company and The Bank of New
York Trust Company, N.A., as Trustee.
MATURITY:
May 15, 2014.
INTEREST RATE:
3.20% from and including
May 21, 2009.
INTEREST PAYMENT DATES:
May 15 and November 15 of
each year, beginning on November 15, 2009.
INTEREST PAYMENT RECORD
DATES:
May 1 and November 1 of
each year.
REDEMPTION PROVISIONS:
No mandatory redemption
provisions.
ANNEX I - Page 2
The Company may, at its option,
redeem the Notes upon the occurrence of certain events relating to
U.S. taxation as described under the caption “Description of
the Debt Securities–Redemption upon Tax Event” in the
Prospectus dated January 14, 2009 (the “Base
Prospectus”) and under the caption “Description of the
Notes–Redemption upon Tax Event” in the Prospectus
Supplement dated the date hereof relating to the Notes (the
“Prospectus Supplement” and, together with the Base
Prospectus, the “Prospectus”).
SINKING FUND PROVISIONS:
None.
OTHER PROVISIONS:
As to be set forth in the
Prospectus.
TIME OF DELIVERY:
10:00 a.m. (New York City time) on
May 21, 2009.
CLOSING LOCATION:
Simpson Thacher & Bartlett
LLP
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF
REPRESENTATIVES:
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York 10005
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, New York 10017
BBVA Securities Inc.
1345 Avenue of the
Americas
New York, New York 10105
ANNEX I - Page 3
Wachovia Capital Markets,
LLC
One Wachovia Center
301 S. College Street
Charlotte, North Carolina
28288
ADDRESSES FOR NOTICES:
Barclays Capital Inc.
200 Park Avenue
New York, New York 100166
(facsimile:
(212) 412-7035)
Attention: Fixed Income
Syndicate
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York 10005
(facsimile:
(212) 797-2202)
Attention: Debt Capital Markets
Group
J.P. Morgan Securities
Inc.
270 Park Avenue
New York, New York 10036
(facsimile:
(212) 834-6081)
Attention: High Grade Syndicate
Desk
BBVA Securities Inc.
1345 Avenue of the
Americas
New York, New York 10105
(facsimile:
(212) 258-2216)
Attention: Debt Capital Markets
Americas
Wachovia Capital Markets,
LLC
One Wachovia Center
301 S. College Street
Charlotte, North Carolina
28288
(facsimile:
(704) 383-9165)
Attention: Transaction Management
Department
APPLICABLE TIME
(For purposes of Sections 2(d) and
8(c) of the Underwriting Agreement):
2:35 p.m. (New York City time) on
May&n
