Exhibit 4(d)
This Note is a global security and is registered in the name of BANK
ONE, N.A., LONDON BRANCH, as common depositary for Clearstream Banking, societe
anonyme, Luxembourg and Xxxxxx Guaranty Trust Company of New York, Brussels
Office, as the operator of The Euroclear System. 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.
This Note constitutes a longer term debt security issued in accordance
with regulations made under section 4 of the Banking Xxx 0000. The Issuer of
this Note is Wal-Mart Stores, Inc., which is not an authorized institution (as
such term is defined in the Banking Xxx 0000 (Exempt Transactions) Regulations
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.
Wal-Mart Stores, Inc.
5.75% NOTES DUE 2030
Number 1 ISIN No.: XS0121617517
(Pounds)___________ Common Code: 012161751
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 BANK ONE, N.A., LONDON BRANCH or registered assigns, the
principal sum of _____________________ POUNDS STERLING on December 19, 2030 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 of twelve 30-day months, semi-annually
in arrears on June 19 and December 19 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 June 19, 2001, on said principal sum in like coin or
currency, at the rate per annum specified in the title of this Note from
December 19, 2000 or from the most recent June 19 or December 19 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 June 10, in the case of an Interest Payment Date of
June 19, and on the preceding December 10, in the case of an Interest Payment
Date of December 19 (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.
Wal-Mart Stores, Inc.
By:_______________________________
Name:
Title:
[SEAL] Attest:____________________________
Title:
Name
Dated: December 19, 2000
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
Bank One Trust Company, NA,
as successor in interest to
The First National Bank of Chicago,
as Trustee
By:_______________________________
Authorized Signatory
Wal-Mart Stores, Inc.
5.75% NOTES DUE 2030
1. Indenture; Notes. This Note is one of a duly authorized series of
Securities of the Company designated as the "5.75% Notes due 2030" (the
"Notes"), initially issued in an aggregate principal amount of
(Pounds)500,000,000 on December 19, 2000. 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 April 1, 1991, as supplemented by a First Supplemental
Indenture, dated as of September 9, 1992, and as further supplemented by a
Second Supplemental Indenture, dated as of June 1, 2000 (collectively, the
"Indenture"), duly executed and delivered by the Company and Bank One Trust
Company, NA, as successor in interest to The First National Bank of Chicago, 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 U.S. 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. Optional Redemption. (a) The Notes may be redeemed by the
Company, in whole or in part, on any date (such date, the "Redemption Date")
after December 19, 2003 to be fixed by the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of the Notes to be redeemed
and (ii) as determined by the Calculation Agent, the price at which the yield on
the outstanding principal amount of the Notes on the Reference Date is equal
to the yield on the Benchmark Gilt as of that date as determined by reference to
the middle-market price on the Benchmark Gilt at 3:00 p.m., London time, on that
date (such greater price, the "Redemption Price"), in either case, plus accrued
and unpaid interest on the Notes to be redeemed up to, but excluding the
Redemption Date.
"Benchmark Gilt" means the 4.25% Treasury Stock due June 2032 or such
other U.K. government stock as the Calculation Agent, with the advice of three
brokers and/or gilt-edged market makers or three other persons operating in the
U.K. gilt-edged market that may be chosen by the Calculation Agent, may
determine from time to time to be the most appropriate benchmark U.K. government
stock for the Notes.
"Calculation Agent" means Bank One Trust Company, N.A., or any
successor entity.
"Reference Date" means the date that is the first dealing day in
London prior to the publication of the notice of redemption referred to in
Section 5(b) below.
(b) The Company shall give notice of any redemption between 30 and
60 days preceding the Redemption Date to each holder of the Notes to be
redeemed, pursuant to Section 17 hereof.
(c) In the event the Company redeems any amount of the Notes that is
less than the total principal amount then outstanding, selection of the Notes
for redemption shall be made by the Trustee on a pro rata basis, by lot or by
any other method as the Trustee in its sole discretion deems to be fair and
appropriate, provided, however, that no Note of (Pounds)1,000 in original
principal amount or less shall be redeemed in part. If this Note is to be
redeemed in part only, the notice of redemption relating to this Note will state
the portion of the principal amount hereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion hereof shall be issued and
delivered to the Trustee, or its nominee, upon cancellation of this Note.
(d) Unless the Company defaults in payment of the Redemption Price
of the Notes, on and after the Redemption Date interest shall cease to accrue on
this Note or the portion hereof called for redemption.
(e) If the Company elects to redeem the Notes, in whole or in part,
pursuant to this Section 4, then it shall give notice to the holders pursuant to
Section 17 hereof.
The notice of redemption shall specify the following:
(i) the 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;
(iii) the aggregate principal amount of the Notes to be redeemed, and
if such amount is less than the aggregate principal amount of the Notes
then outstanding, the manner of selection of the Notes to be redeemed;
(iv) that on the Redemption Date, the Redemption Price, plus accrued
but unpaid interest on the Notes to be redeemed, if any, will become due
and payable;
(v) the amount of the Redemption Price and accrued but unpaid
interest, if any, that will be due and payable on the Notes to be redeemed
on the Redemption Date;
(vi) the place or places of payment of the amounts due under clause
(v) above;
(vii) that payment of the amounts due under clause (v) above will be
made upon presentation and surrender of the Notes to be redeemed; and
(viii) that, following the redemption of any or all of the Notes
pursuant to this Section 4, interest shall cease to accrue on such redeemed
Notes.
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 Redemption Date, the
Company shall deposit with the Trustee or with the U.S. Paying Agent (as defined
herein), London Paying Agent (as defined herein) or the Luxembourg Paying Agent
(as defined herein) or, if the Company is acting as its own paying agent,
segregate and hold in trust as provided in Section 3.06(c) of the Indenture, an
amount of money sufficient to pay the Redemption Price of, and except if the
Redemption Date shall be an Interest Payment Date, accrued but unpaid interest
on, the Notes to be redeemed on the Redemption Date.
The notice of redemption having been given as specified above, the
Notes to be so redeemed shall, on the 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, such Notes shall cease to bear interest. Upon surrender of the Notes for
redemption in accordance with such notice, such Notes shall be paid by the
Company at the Redemption Price, together with accrued but unpaid interest, if
any, to the Redemption Date.
If any of the Notes, having been called for redemption, shall not be
so paid upon surrender thereof for redemption, the Redemption Price for the
Notes to be redeemed shall, until paid, bear interest from the Redemption Date
at the interest rate borne by this Note.
In the event of the redemption of the Notes in part only, this Note
shall be cancelled and the Company shall issue a Global Note pursuant to the
provisions of Section 14 hereof to represent the Notes outstanding following the
Redemption Date.
5. 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 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, settler,
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 in, 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 5(a);
nor shall any Additional Amounts be paid to any holder who is a fiduciary or
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 "Tax 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 December 5,
2000 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 17 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 so to 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
5(b), then it shall give notice to the holders pursuant to Section 17 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 5(b) and a brief
statement of the facts permitting such redemption;
(iii) that on the Tax Redemption Date, the Tax Redemption Price, plus
accrued but unpaid interest on the Notes, if any, will become due and
payable;
(iv) the amount of the Tax 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 5(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 U.S. Paying Agent, London
Paying Agent or the Luxembourg Paying Agent or, if the Company is acting as its
own paying agent, segregate and hold in trust as provided in Section 3.06(c) of
the Indenture, an amount of money sufficient to pay the Tax 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 Tax
Redemption Price, and from and after such date, unless the Company shall default
in the payment of the Tax 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 Tax 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 Tax Redemption Price shall, until
paid, bear interest from the Tax Redemption Date at the interest rate borne by
this Note.
6. Re-Denomination in Euro. If, prior to the maturity of the Notes,
the United Kingdom adopts the euro as its lawful currency in accordance with the
Treaty establishing European Communities, as amended by the Treaty on European
Union, the Notes will be re-denominated into euro, and the regulations of the
European Commission relating to the euro shall apply to the Notes. The
circumstances and consequences described in this Section 6 will not entitle the
Company, the Trustee or any holder of the Notes to redeem early, rescind, or
receive notice relating to the Notes, repudiate the terms of the Notes or the
Indenture, raise any defense, request any compensation or make any claim, nor
will these circumstances and consequences affect any of the Company's other
obligations under the Notes or the Indenture.
7. Place and Method of Payment. Subject to the last paragraph of
Section 13 hereof, the Company shall pay principal of and interest on the Notes
at the office or agency of the Company in the Borough of Manhattan, The City of
New York and London and, for so long as the Notes are listed on the Luxembourg
Stock Exchange, Luxembourg; 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 register of the Company.
8. Defeasance of the Notes. Section 11.05 of the Indenture shall
apply to the Notes.
9. No Sinking Fund. The Notes are not subject to a sinking fund.
10. 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 66B% 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.
11. Default; Waiver; Enforcement. (a) If an Event of Default with
respect to the Notes shall have occurred and be continuing, the principal of all
outstanding Notes may be declared, and upon such declaration shall become, 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 then outstanding, voting as a separate class (or, in certain cases,
some or all of the other Securities then outstanding, voting as a single class),
in accordance with the provisions of, and in the circumstances provided by, the
Indenture, may rescind the declaration and its consequences and the related
default and its consequences may be waived with respect to all of the Notes. The
Indenture also provides that the holders of a majority in aggregate principal
amount of the Notes at the time outstanding may, on behalf of the holders of all
of the Notes, waive, prior to such a declaration, any past default under the
Indenture with respect to the Notes and its consequences, except a default in
the payment of principal of or interest on any Note.
(b) As provided in and subject to the provisions of the Indenture, no
holder of this Note shall have the right to institute any suit, action or
proceeding with respect to the Indenture, or for appointment of any receiver or
trustee or for any other remedy thereunder, unless such holder previously shall
have given the Trustee written notice of default and the continuance thereof,
the holders of not less than 25% in aggregate principal amount of the Notes then
outstanding shall have made written request to the Trustee to institute such
suit, action or proceeding and shall have offered to the Trustee reasonable
indemnity and the Trustee, for 60 days after the receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute the same
and shall not have received any direction inconsistent therewith from the
holders of a majority in aggregate principal amount of all affected Securities
then outstanding (which holders, voting as a single class, shall be entitled to
direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
with respect to the Notes); provided, however, that, pursuant to the Indenture,
each of the holders of the Notes covenants that no one or more holders of the
Notes shall have any right in any manner whatsoever by virtue or by availing of
any provision of the Indenture to affect, disturb or prejudice the rights of any
other holders of the Notes or to obtain or seek to obtain priority over or
preference to any other holders of the Notes or to enforce any rights under the
Indenture except as provided in the Indenture and for the equal, ratable and
common benefit of all of the holders of the Notes.
(c) Any consent, waiver or other action by the holder of this Note
provided pursuant to this Note or the Indenture (unless effectively revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Note issued in exchange or
substitution herefor, irrespective of whether or not any notification of such
consent or waiver is made upon this Note or such other Note.
12. 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.
13. Form and Denominations; Global Notes; Certificated Notes. The
Notes are being issued in registered form without coupons in denominations of
(Pounds)1,000, (Pounds)10,000 and (Pounds)100,000 and integral multiples of
(Pounds)1,000 in excess thereof.
The Notes have been 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 Bank One, N.A., London Branch, as common depositary (the "Depositary")
for Clearstream Banking, societe anonyme, Luxembourg and Xxxxxx Guaranty Trust
Company of New York, Brussels Office, as the operator of The Euroclear System
(including its respective successors).
The Company shall only issue the Notes in certificated form (each such
note, a "Certificated Note"), or exchange Global Notes for Certificated Notes,
if:
(a) the Company advises the Trustee that the Depositary is unwilling
or unable to continue as depositary and neither the Company nor the Trustee has
appointed a successor depositary within 90 days;
(b) there shall have occurred and be continuing an Event of Default
with respect to the Notes; or
(c) the Company decides that the Notes shall no longer be represented
by Global Notes.
If the Company is required, or decides, to issue Certificated Notes,
then the Company shall issue, pursuant to Sections 2.04 and 2.05 of the
Indenture, Certificated Notes in exchange for Global Notes, and such
Certificated Notes shall have an aggregate principal amount equal to the
aggregate principal amount of the Global Notes to be exchanged; provided,
however, that if the Depositary surrenders Global Notes in exchange for
Certificated Notes, in whole or in
part, then the Company shall issue Certificated Notes, pursuant to Sections 2.04
and 2.05 of the Indenture, to:
(a) each person specified by the Depositary as requested by such
person in aggregate principal amount equal to, and in exchange for, such
person's beneficial ownership interest in the Global Note; and
(b) the Depositary in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Note and the aggregate
principal amount of Certificated Notes delivered to the holders thereof pursuant
to the immediately preceding clause (a).
In addition, if the Company issues Certificated Notes, then the
Company will make payments of principal of and interest on the Notes to the
holders thereof in whose names the Certificated Notes are registered at the
close of business, as the case may be, on the maturity of the Notes and on the
Record Dates, respectively. If the Notes are represented by Certificated Notes,
then the Company will make payments of principal against the surrender of these
Certificated Notes at, as the case may be, the offices of the U.S. Paying Agent
in the Borough of Manhattan, The City of New York or the London Paying Agent in
London or, so long as the Notes are listed on the Luxembourg Stock Exchange, at
the main office of the Luxembourg Paying Agent in Luxembourg. The Company will
make payments of interest on the Notes to holders by check delivered to the
addresses of the holders as their addresses appear on the register of the
Company or by transfer to an account maintained by that holder with a bank
located in the United Kingdom.
14. Registration; Transfer and Exchange; Registration of 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 certificated
form. At the option of the holders, either at the office or agency to be
designated and maintained by the Company for such purpose in the Borough of
Manhattan, The City of New York or in London or, so long as the Notes are listed
on the Luxembourg Stock Exchange, in Luxembourg, or at any of such other offices
or agencies as may be designated and maintained by the Company for such purpose
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 tax or other governmental charges imposed in
connection therewith subject to Section 5 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.
The following provisions shall apply regarding the registration of
transfer or exchange of a Global Note:
(a) Notwithstanding any other provision of the Indenture or the
Notes, a Global Note may not be exchanged in whole or in part for Notes
registered, and no transfer of a Global Note in whole or in part may be
registered, in the name of any person other than the Depositary or a nominee
thereof unless the limited circumstances set forth in the third paragraph of
Section 13 hereof shall have occurred.
(b) Subject to clause (a) of this paragraph, any exchange of a Global
Note for other Notes may be made in whole or in part, and all Notes issued in
exchange for a Global Note or any portion of a Global Note shall be registered
in such names and delivered to such persons as the Depositary shall direct.
(c) Every Note authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Note or any portion
hereof shall be issued and authenticated in the form of, and shall be, a Global
Note, shall bear such legends as may be required or applied and shall be
delivered to the Depositary or a nominee thereof or custodian therefor, unless
such Note is registered in the name of a person other than the Depositary or a
nominee thereof.
If the Company issues Certificated Notes, the following provisions
regarding the registration, transfer and exchange of Certificated Notes shall
apply:
(a) Each time, if any, that the Company transfers or exchanges a new
Certificated Note for another Certificated Note, and after the U.S. Transfer
Agent (as defined herein), the London Transfer Agent (as defined herein) or
Luxembourg Transfer Agent (as defined herein), as the case may be, receives a
completed assignment form, then (A) the Registrar (as defined herein) will
record such transfer on the register of the Company and (B) the Company will
make available for delivery the new Certificated Note, authenticated pursuant to
Section 2.04 of the Indenture, at, as the case may be, the office of the U.S.
Transfer Agent in, at the option of the holder, the Borough of Manhattan, The
City of New York or the City of Chicago, Illinois or at the office of the London
Transfer Agent in London or, for so long as the Notes are listed on the
Luxembourg Stock Exchange, at the main office of the Luxembourg Transfer Agent
in Luxembourg. Alternatively, at the option of the person requesting the
transfer or exchange, the Company will mail, at that person's risk, the new
Certificated Note to the address of that person which is specified in the
assignment form.
(b) Upon the exchange of a Global Note for a Certificated Note, (i)
the U.S. Transfer Agent in, at the option of the holder, the Borough of
Manhattan, The City of New York or the City of Chicago, Illinois or the London
Transfer Agent in London or, for so long as the Notes are listed on the
Luxembourg Stock Exchange, the Luxembourg Transfer Agent in Luxembourg, will
cancel the Global Note so exchanged and (ii) the Registrar will register the
Certificated Notes issued in exchange for Global Notes pursuant to the first two
paragraphs of this Section 14 in such names and in such authorized denominations
as the depositary for such Global Notes being exchanged shall instruct the
Registrar.
(c) The holder of any Certificated Note may transfer such Note in
whole or in part upon the surrender of the Certificated Note to be transferred,
together with a completed and executed assignment form endorsed on such
Certificated Note, at the office of the U.S. Transfer Agent in, at the option of
the holder, the Borough of Manhattan, The City of New York or the City of
Chicago, Illinois, or at the office of the London Transfer Agent in London or,
for so long as the Notes are listed on the Luxembourg Stock Exchange, at the
main office of the Luxembourg Transfer Agent in Luxembourg.
15. No Recourse Against Others. No recourse for the payment of the
principal of or the interest on the Notes, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any supplemental
indenture or in any Note, or because of the creation of any debt obligations
represented hereby or thereby, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
16. 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 (the
"Registrar"), paying agent pursuant to Section 3.06 of the Indenture (the "U.S.
Paying Agent") and transfer agent (the "U.S. Transfer Agent") with respect to
the Notes in the United States at its offices in the Borough of Manhattan, The
City of New York and Bank One, NA, London Branch is hereby appointed paying
agent pursuant to Section 3.06 of the Indenture (the "London Paying Agent") and
transfer agent (the "London Transfer Agent") with respect to the Notes in the
United Kingdom at its offices in London.
Kredietbank S.A. Luxembourgeoise has been appointed, in connection
with the listing of the Notes on the Luxembourg Stock Exchange, the paying agent
pursuant to Section 3.06 of the Indenture (the "Luxembourg Paying Agent"), and
the transfer agent (the "Luxembourg Transfer Agent") with respect to the Notes
in Luxembourg, and has its main office at 00 Xxxxxxxxx Xxxxx, X-0000,
Xxxxxxxxxx.
If for any reason Kredietbank S.A. Luxembourgeoise shall not continue
as Luxembourg Paying Agent or Luxembourg Transfer Agent and the Notes remain
listed on the Luxembourg Stock Exchange, the Company shall appoint a substitute
Luxembourg Paying Agent or Luxembourg Transfer Agent, as the case may be, with
an office in Luxembourg, in accordance with the rules then in effect of the
Luxembourg Stock Exchange and the provisions of the Indenture, including Section
3.06 thereof, and the Notes. Following the appointment of the substitute
Luxembourg Paying Agent or Luxembourg Transfer Agent, as the case may be, the
Company shall give the holders of the Notes notice of such appointment pursuant
to Section 17 hereof.
17. Notices. If the Company is required to give notice to the
holders of the Notes, then it shall do so by (a) publication and (b) mail.
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
and, so long as the Notes are listed on the Luxembourg Stock Exchange, in
Luxembourg. Initially, such publication shall be made in The City of New York in
The Wall Street Journal, in London in the Financial Times and in Luxembourg in
the Luxemburger Wort. Any 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.
The Company shall give notice to the holders of the Notes by mail by
the following methods:
(a) if the Notes are represented by registered Global Notes, then the
Company shall mail the notice to the Depositary by overnight courier; and
(b) if the Notes have been exchanged for Certificated Notes, then the
Company shall mail the notice by first class mail, postage pre-paid or by
overnight courier to the respective addresses of the holders as set forth in the
register of the Company.
Any such notice shall be conclusively presumed to have been received by such
holders. In any case where notice to any of the holders of the Notes is given
by mail, neither the failure to mail such notice to any of the holders nor any
defect in any notice so mailed to any of the holders shall affect the
sufficiency of such notice with respect to the other holders of the Notes. In
the event of suspension of regular mail service or for any other reason it shall
be impracticable to give such notice by mail, then such a notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. Notice to any holder by mail will be
deemed to have been given on the date of such mailing.
Where the Indenture or the Notes provide for notice in any manner,
such notice may be waived in writing by the person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by the holder of this Note shall
be filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.
All requests, demands, authorizations, directions, notices, consents,
waivers and other communications required or permitted under the Indenture and
the Notes shall be in writing in the English language.
18. 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 enforceability of the remaining provisions thereof and
hereof shall not in any way be affected or impaired thereby.
19. 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 U.S. Securities Exchange Act of 1934, as amended
(in the case of assignments or transfers in the United States).
* * * * *
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
___________ UNIF GIFT MIN ACT - ______ Custodian ______ under the Uniform Gifts
(Cust) (Minor)
to Minors Act _______
(State)
Additional abbreviations may also be used although not in the above list.
