Exhibit 4(d)
This Note is a global security and is registered in the name of CEDE &
CO., as nominee of the despositary, 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.
4.625% NOTES DUE 2003
Number __ CUSIP No.: 000000XX0
$___________ ISIN No.: US931142BK83
Common Code: 012808879
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
_________________________ DOLLARS on April 15, 2003 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
April 15 and October 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 October 15, 2001, on said principal sum in like coin or currency,
at the rate per annum specified in the title of this Note from April 11, 2001 or
from the most recent April 15 or October 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 April 1, in the case of an Interest Payment Date of April 15, and on
the preceding October 1, in the case of an Interest Payment Date of October 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.
Wal-Mart Stores, Inc.
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By:_______________________________
Name:
Title:
[SEAL] Attest:____________________________
Name:
Title:
Dated: April 11, 2001
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
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Wal-Mart Stores, Inc.
4.625% NOTES DUE 2003
1. Indenture; Notes. This Note is one of a duly authorized series
of Securities of the Company designated as the "4.625% Notes due 2003" (the
"Notes"), initially issued in an aggregate principal amount of $500,000,000 on
April 11, 2001. 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 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
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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 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
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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);
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 "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 April 6, 2001 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 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
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;
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(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;
(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 3.06(c) 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. Subject to the last paragraph of
Section 11 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; 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.
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6. Defeasance of the Notes. Section 11.05 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.
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 66?% 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; 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
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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.
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; Certificated Notes. The
Notes are being issued in registered form without coupons in denominations of
$1,000 and multiples of $1,000.
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 The Depository Trust Company ("DTC") or its nominee (including their
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) DTC has notified the Company that (1) it is unwilling or unable
to continue as depositary or (2) has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and,
after the Company receives notice or becomes aware of such ineligibility or
unwillingness, the Company has not appointed a successor depositary within
90 days of either event set forth in this clause (a);
(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 DTC 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:
9
(a) each person specified by DTC 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) DTC 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 the office of the Paying Agent in the Borough of
Manhattan, The City of New York. 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 States.
12. 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 the City of Chicago, Illinois, 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 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.
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
10
transfer of a Global Note in whole or in part may be registered, in the
name of any person other than DTC or a nominee thereof unless the limited
circumstances set forth in the third paragraph of Section 11 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 DTC 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 DTC may require and shall be
delivered to DTC or a nominee thereof or custodian therefor, unless such
Note is registered in the name of a person other than DTC 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 Transfer
Agent receives a completed assignment form, then (A) the Registrar (as
defined below) 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 Transfer Agent in, at the option of the holder,
the Borough of Manhattan, The City of New York or the City of Chicago,
Illinois. 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 Transfer Agent in, at the option of the holder, the Borough of
Manhattan, The City of New York or the City of Chicago, Illinois, 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 12 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 Transfer Agent in,
at the option of the holder, the Borough of Manhattan, The City of New York
or the City of Chicago, Illinois.
13. 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
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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.
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 (the
"Registrar"), paying agent pursuant to Section 3.06 of the Indenture (the
"Paying Agent") and transfer agent (the "Transfer Agent") with respect to the
Notes at its offices in the Borough of Manhattan, The City of New York and in
the City of Chicago, Illinois.
15. 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.
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 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 DTC by overnight mail; and
(b) if the Notes have been exchanged for a Certificated Note, then
the Company shall mail the notice by first class mail, postage pre-paid or
by overnight courier to the address of the holder 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
12
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.
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 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.
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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:
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(Insert assignee's legal name)
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(Insert assignee's social security or tax identification number)
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(Print or type assignee's name, address and zip code)
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and irrevocably appoint
---------------------------------------------------------
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
___________ UNIF GIFT MIN ACT - ______ Custodian _______ under the Uniform Gifts
(Cust) (Minor)
to Minors Act _______
(State)
14
Additional abbreviations may also be used although not in the above list.
