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.
Wal-Mart Stores, Inc.
4.375% NOTES DUE 2007
Number A-___ CUSIP No.: 000000XX0
$___________ ISIN No.: US931142BR37
Common Code: 015150769
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
FOUR HUNDRED MILLION DOLLARS on July 12, 2007 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 of twelve 30-day months, semi-annually in arrears on January
12 and July 12 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
January 12, 2003, on said principal sum in like coin or currency, at the rate
per annum specified in the title of this Note from July 12, 2002 or from the
most recent January 12 or July 12 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 January
1, in the case of an Interest Payment Date of January 12, and on the preceding
July 1, in the case of an Interest Payment Date of July 12 (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.
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WAL-MART STORES, INC.
4.375% NOTES DUE 2007
1. Indenture; Notes. This Note is one of a duly authorized
series of Securities of the Company designated as the "4.375% Notes due 2007"
(the "Notes"), initially issued in an aggregate principal amount of
$1,000,000,000 on July 12, 2002. 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 5, 2001 (the "Indenture"), duly executed and delivered by the Company,
Wal-Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co. and
Wal-Mart Cayman (Sterling) Finance Co. as Issuers, the Company as Guarantor and
Bank One Trust Company, NA, 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 (the "Trust Indenture Act"), 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 and
sell 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 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 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 of this
Note who is a United States Alien (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 the Notes to be then due
and
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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, a personal
holding company or foreign 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 or
beneficial owner 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
amended (the "Code"), and the regulations that may be promulgated
thereunder) of the Company or (B) a controlled foreign corporation
with respect to the Company within the meaning of the Code; or
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi)
and (vii) in this Section 4(a);
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nor shall any Additional Amounts be paid to any holder who is a fiduciary
partnership or other than the sole beneficial owner of this Note to the extent
that a beneficiary or settlor with respect to such fiduciary, or a member of
such partnership or a beneficial owner thereof would not have been entitled to
the payment of such Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder.
"United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States of America, a foreign
corporation, a non-resident alien individual who has not made a valid election
to be treated as a United States resident, a non-resident fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which
is, as to the United States of America, a foreign corporation, a non-resident
alien individual or a non-resident fiduciary of a foreign estate or trust.
(b) Redemption Upon a Tax Event. The Notes may be redeemed at
the option of the Company in whole, but not in part, on a date (such date, the
"Tax Redemption Date") to be fixed by the Company on not more than 60 days' and
not less than 30 days' notice, at a redemption price equal to 100% of the
principal amount of the Notes (the "Redemption Price") plus accrued but unpaid
interest, if any, thereon, if the Company determines that as a result of any
change in or amendment to the laws, treaties, regulations or rulings of the
United States of America or any political subdivision or taxing authority
thereof, or any proposed change in such laws, treaties, regulations or rulings,
or any change in the official application, enforcement or interpretation of such
laws, treaties, regulations or rulings, including a holding by a court of
competent jurisdiction in the United States of America, or any other action,
other than an action predicated on laws generally known on or before July 9,
2002 except for proposals before the U.S. Congress before such date, taken by
any taxing authority or a court of competent jurisdiction in the United States
of America, or the official proposal of any such action, whether or not such
action or proposal was taken or made with respect to the Company, (A) the
Company has or will become obligated to pay Additional Amounts or (B) there is a
substantial possibility that the Company will be required to pay such Additional
Amounts.
Prior to the publication of any notice of redemption pursuant to
Section 15 hereof, the Company shall deliver to the Trustee (1) an Officers'
Certificate stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
rights of the Company to so redeem have occurred and (2) an Opinion of Counsel
to such effect based on such statement of facts.
If the Company elects to redeem the Notes pursuant to this
Section 4(b), then it shall give notice to the holders pursuant to Section 15
hereof.
The notice of redemption, shall specify the following:
(i) the Tax Redemption Date;
(ii) a brief statement to the effect that the Notes are being
redeemed at the option of the Company pursuant to this Section 4(b)
and a brief statement of the facts permitting such redemption;
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(iii) that on the Tax Redemption Date, the Redemption Price, plus
accrued but unpaid interest on the Notes, if any, will become due and
payable;
(iv) the amount of the Redemption Price and accrued but unpaid
interest, if any, that will be due and payable on the Notes on the Tax
Redemption Date;
(v) the place or places of payment of the amounts due under clause
(iv) above;
(vi) that payment of the amounts due under clause (iv) above will be
made upon presentation and surrender of the Notes; and
(vii) that, following the redemption of the Notes pursuant to this
Section 4(b), interest shall cease to accrue thereon.
The notice of redemption regarding the Notes shall be, at the election
of the Company, given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
On or before the opening of business on any Tax Redemption Date, the
Company shall deposit with the Trustee or with the Paying Agent or, if the
Company is acting as its own paying agent, segregate and hold in trust as
provided in Section 5.03 of the Indenture, an amount of money sufficient to pay
the Redemption Price of, and except if the Tax Redemption Date shall be an
Interest Payment Date, accrued but unpaid interest on, the Notes to be redeemed
on the Tax Redemption Date.
The notice of redemption having been given as specified above, the
Notes shall, on the Tax Redemption Date, become due and payable at the
Redemption Price, and from and after such date, unless the Company shall default
in the payment of the Redemption Price and accrued but unpaid interest, if any,
the Notes shall cease to bear interest. Upon surrender of the Notes for
redemption in accordance with such notice, the Notes shall be paid by the
Company at the Redemption Price, together with accrued but unpaid interest, if
any, to the Tax Redemption Date.
If the Notes, having been called for redemption, shall not be so paid
upon surrender thereof for redemption, the Redemption Price shall, until paid,
bear interest from the Tax Redemption Date at the interest rate borne by this
Note.
5. Place and Method of Payment. The Company shall pay principal of
and interest on the Notes at the office or agency of the Paying Agent in the
Borough of Manhattan, The City of New York; provided, however, that at the
option of the Company, the Company may pay interest by check mailed to the
person entitled thereto at such person's address as it appears on the Registry
for the Notes.
6. Defeasance of the Notes. Sections 11.02, 11.03 and 11.04 of the
Indenture shall apply to the Notes.
7. No Redemption; Sinking Fund. The Notes are not redeemable prior
to maturity, other than as set forth in Section 4(b) hereof, and are not subject
to a sinking fund.
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8. Amendment and Modification. Article Nine of the Indenture
contains provisions for the amendment or modification of the Indenture and the
Notes without the consent of the holders in certain circumstances and requiring
the consent of holders of not less than a majority in aggregate principal amount
of the Notes and Securities of other series that would be affected in certain
other circumstances. However, the Indenture requires the consent of each holder
of the Notes and Securities of other series that would be affected for certain
specified amendments or modifications of the Indenture and the Notes. These
provisions of the Indenture, which provide for, among other things, the
execution of supplemental indentures, are applicable to the Notes.
9. Default; Waiver. If an Event of Default with respect to the Notes
shall occur and be continuing, then either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Notes of this series then
Outstanding may declare the aggregate principal amount of the Notes of this
series to be immediately due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture. The Indenture provides that
in the event of such a declaration, the holders of a majority in aggregate
principal amount of all of the Notes of this series then outstanding, voting as
a separate class, in accordance with the provisions of, and in the circumstances
provided by, the Indenture, may rescind and annul the declaration and its
consequences and the related default and its consequences may be waived with
respect to all of the Notes.
10. Absolute Obligation. No reference herein to the Indenture and no
provisions of the Notes or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the time and in the coin or currency
herein prescribed.
11. Form and Denominations; Global Notes; Definitive Notes. The Notes
are being issued in registered form without coupons in denominations of $1,000
and multiples of $1,000. The Notes are being issued in the form of global notes
(each, a "Global Note"), evidencing all or any portion of the Notes and
registered in the name of DTC or its nominee (including their respective
successors) as Depositary under the Indenture. The Notes shall be issued in
certificated form (each, a "Definitive Note") only in the following limited
circumstances: (1) the Depositary is at any time unwilling or unable to continue
as Depositary or ceases to be a clearing agency registered under applicable law,
and a successor depositary is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, (2) the
Company delivers to the Trustee a Company Order to the effect that this Note
shall be exchangeable for Definitive Notes or (3) an Event of Default has
occurred and is continuing with respect to the Notes, in each such case this
Note shall be exchangeable for Definitive Notes in an equal aggregate principal
amount. Such Definitive Notes shall be registered in such name or names as the
Depositary shall instruct the Trustee.
12. Registration, Transfer and Exchange. As provided in the Indenture
and subject to certain limitations therein set forth, the Company shall provide
for the registration of the Notes and the transfer and exchange of the Notes,
whether in global or Definitive form. At the option of the holders, at any
office or agency designated and maintained by the Company for such purpose (the
"Transfer Agent") pursuant to the provisions of the Indenture, and in the manner
and subject to the limitations provided in the Indenture, but without the
payment of any service charge, except for any transfer tax or other governmental
charges imposed in connection
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therewith subject to Section 4 hereof, the Notes may be transferred or exchanged
for an equal aggregate principal amount of the Notes of like tenor and of other
authorized denominations upon surrender and cancellation of the Notes upon any
such transfer.
The Company, the Trustee, and any agent of the Company or of the
Trustee may deem and treat the holder as the absolute owner of this Note
(whether or not the Notes shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payments
hereon, or on account hereof, and for all other purposes, and neither the
Company nor the Trustee nor any agent of the Company or of the Trustee shall be
affected by any notice to the contrary. All such payments made to or upon the
order of such holder shall, to the extent of the amount or amounts paid,
effectually satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the preceding paragraphs of this Section 12, any
registration of transfer or exchange of a Global Note shall be subject to the
terms of the legend appearing on the initial page thereof.
13. No Recourse Against Others. No recourse under or upon any
obligation, covenant or agreement of the Company arising under or set forth in
the Notes or under the Indenture, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
14. Appointment of Agents. Bank One Trust Company, NA is hereby
appointed the Registrar for the purpose of registering the Notes and transfers
and exchanges of the Notes pursuant to the Indenture and this Note, Paying Agent
pursuant to Section 3.04 of the Indenture and Transfer Agent with respect to the
Notes at its offices in the Borough of Manhattan, The City of New York.
15. Notices. If the Company is required to give notice to the holders
of the Notes pursuant to the terms of the Indenture, then it shall do so by the
means and in the manner set forth in Section 1.06 of the Indenture.
In addition, the Company shall give notices to the holders of the
Notes by publication in a leading daily newspaper in The City of New York and in
London. Initially, such publication shall be made in The City of New York in The
Wall Street Journal and in London in the Financial Times. Any such notice shall
be deemed to have been given on the date of publication or, if published more
than once, on the date of the first publication.
16. Separability. In case any provision of the Indenture or the Notes
shall, for any reason, be held to be invalid, illegal or unenforceable, then the
validity, legality and
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enforceability of the remaining provisions thereof and hereof shall not in any
way be affected or impaired thereby.
17. GOVERNING LAW. THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
For the value received, the undersigned hereby assigns and transfers
the within Note, and all rights thereunder, to:
________________________________________________________________________________
(Insert assignee's legal name)
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________________________
________________________________________________________________________________
and irrevocably appoints
___________________________________________________________________
to transfer this Note on the books of Wal-Mart Stores, Inc. The agent may
substitute another to act for it.
Your Signature:___________________________________________________________
(Sign exactly as your name appears on the face of this Note)
Date: ___________________
Signature Guarantee
The signature(s) should be Guaranteed by an Eligible Guarantor Institution
pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
* * * * *
The following abbreviations, when used in the inscription on the face of
the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT ENT - as joint tenants with right
of survivorship and not as
tenants in common
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________ UNIF GIFT MIN ACT - ______ Custodian ______ under the Uniform Gifts to
(Cust) (Minor)
Minors Act _______
(State)
Additional abbreviations may also be used although not in the above list.
