Exhibit II.3.
Form of Global Note
This Note is a global security and is registered in the name of Bank
One Nominees Limited, as Nominee (the "Nominee") for Bank One, NA, the common
depositary (the "Depositary") for Clearstream Banking, societe anonyme and
Euroclear Bank S.A./N.V. Unless and until this Note is exchanged for Notes in
definitive form, this Note may not be transferred except as a whole by the
Nominee 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
Nominee to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Bank One
Nominees Limited or in such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Bank One Nominees
Limited or to such other entity as is requested by an authorized representative
of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Bank One Nominees Limited, has an interest herein.
Wal-Mart Stores, Inc.
[____]% NOTES DUE 2013
[Number .] ISIN No.: XS0160673264
[(Pounds).] Common Code: 016067326
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 NOMINEES LIMITED or registered assigns, the
principal sum of [.] POUNDS STERLING on January [__], 2013, in such coin or
currency of the United Kingdom [of Great Britain and Northern Ireland (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 January
[__] and July [__] 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 July [__], 2003, on said principal sum in like coin or currency, at the rate
per annum specified in the title of this Note from January [__], 2003 or from
the most recent January [__] or July [__] 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 [__], in the case of an Interest Payment Date of January [__], and on
the preceding July [__], in the case of an Interest Payment Date of July [__]
(each, a "Record Date").
Reference is made to the further provisions of this Note set forth in
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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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: ____________________________
Name:
Title:
Dated: January [__], 2003
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 Trustee
By: ________________________________
Authorized Signatory
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WAL-MART STORES, INC.
[____]% NOTES DUE 2013
1. Indenture; Notes. This Note is one of a duly authorized series of
Securities of the Company designated as the "[____]% Notes due 2013" (the
"Notes"), issued in an aggregate principal amount of [(pound)__________] on
January [__], 2003. 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 December
11, 2002 (the "Indenture"), duly executed and delivered by the Company 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 that 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 and
unsubordinated debt obligations of the Company and shall rank equally in right
of payment among themselves and with all other existing and future senior,
unsecured and unsubordinated debt obligations of the Company.
3. Payment of Overdue Amounts. The Company shall pay interest,
calculated on the basis of a 360-day year 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. The Company may, at its sole option and
discretion, redeem all or any part of the Notes at any time and from time to
time after their issuance at a redemption price (the "Optional Redemption
Price") equal to the greater of (i) 100% of the principal amount of the Notes to
be redeemed and (ii) the price at which the yield on the outstanding principal
amount of the Notes on the Reference Date (as defined herein) is equal to the
yield on the [insert name of Benchmark Gilt] (the "Benchmark Gilt") as of the
Reference Date for that redemption, as determined by reference to the
middle-market price on the benchmark U.K. Gilt at 3:00 p.m., London time, on
that date, in either case, plus accrued and
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unpaid interest on the Notes up to, but excluding, that Reference Date specified
as the redemption date for the Notes being redeemed (each such date, an
"Optional Redemption Date"). Such yield shall be determined in accordance with
customary market practice. "Reference Date" means the date that is the first
dealing day in London prior to the publication of the notice of redemption
referred to below.
(a) The Company will give notice of any redemption of Notes pursuant
to this Section 4 between 30 and 60 days preceding the Optional Redemption Date
relating to that redemption to each holder of the Notes to be redeemed as
described above.
(b) In the case of any partial redemption pursuant to this Section 4,
selection of the Notes for redemption will be made by the Trustee in compliance
with the rules and requirements of the London Stock Exchange or, if different,
the principal securities exchange on which the Notes are listed or, if the Notes
are not so listed or that exchange prescribes no method of selection, 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, although no Note of (pound)1,000 in original
principal amount shall be redeemed in part. If any Note is to be redeemed in
part only, the notice of redemption relating to the Note will state the portion
of the principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion thereof will be issued and delivered to the
registered holder thereof, or in the case of notes in definitive form, issued in
the name of the holder thereof, in each case upon cancellation of the original
Note.
(c) Unless the Company defaults in payment of the Optional Redemption
Price of the Notes redeemed, on and after the relevant Optional Redemption Date,
interest will cease to accrue on the Notes or the part of the Notes that have
been called for redemption.
(d) Prior to the publication of any notice of redemption in accordance
with Section 17 hereof relating to a redemption pursuant to this Section 4, the
Company shall deliver to the Trustee an Officers' Certificate stating that the
Company has elected to effect a redemption under this Section 4 and setting
forth the Optional Redemption Date, the Optional Redemption Price and the amount
of Notes that the Company has elected to redeem at that particular time.
(e) If the Company elects to redeem the Notes pursuant to this Section
4 at any time, then the Company shall give notice to the Holders in accordance
with Section 17 hereof.
The notice of redemption with respect to each such redemption shall
specify:
(i) the Optional Redemption Date relating to that redemption;
(ii) the Optional Redemption Price relating to that redemption;
(iii) if less than all of the Notes are being redeemed in that
redemption, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Notes to be redeemed;
(iv) that on the Optional Redemption Date, the Optional Redemption
Price with respect to the Notes being redeemed will become due and payable
upon each of the
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Notes to be redeemed, and that interest, if any, thereon shall cease to
accrue on and after said date;
(v) the place or places where the Notes being redeemed in that
redemption, maturing after the Optional Redemption Date, are to be
surrendered for payment of the Optional Redemption Price;
(vi) the ISIN or common code numbers or other reference numbers of
the Depositary or any other number used by a Depository, if any, to
identify the particular Notes to be redeemed; and
(vii) a statement to the effect that the Notes are being redeemed at
the option of the Company pursuant to this Section 4.
A notice of redemption published as contemplated by Section 1.06 of the
Indenture as to any redemption under this Section 4 need not identify particular
Notes to be redeemed.
Any notice of redemption 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 Optional 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 Optional Redemption Price of, and except if that Optional Redemption Date
shall be an Interest Payment Date, accrued but unpaid interest on, the Notes to
be redeemed on that Optional Redemption Date.
The notice of redemption having been given as specified above, the
Notes shall, on any particular Optional Redemption Date, become due and payable
at the Optional Redemption Price, and from and after such Optional Redemption
Date, unless the Company shall default in the payment of the Optional 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 that Optional Redemption
Price, together with accrued but unpaid interest, if any, to that Optional
Redemption Date.
If any Notes, having been called for redemption pursuant to this
Section 4, shall not be so paid upon surrender thereof for redemption, the
Optional Redemption Price shall, until paid, bear interest from the Optional
Redemption Date at the interest rate borne by this Note.
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:
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(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 of America 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;
(viii) any withholding or deduction which is imposed on a payment to
an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting of 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive; or
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(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii)
and (viii) in this Section 5(a);
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 "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 [______ __,
20__] [insert Settlement Date] 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 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
5(b), then it shall give notice to the Holders pursuant to Section 17 hereof.
The notice of redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price;
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(iii) that on the Tax Redemption Date, the Tax Redemption Price will
become due and payable upon the Notes, and that interest, if any, thereon
shall cease to accrue on and after said date;
(iv) the place or places where the Notes, maturing after the Tax
Redemption Date, are to be surrendered for payment of the Tax Redemption
Price;
(vi) the ISIN and common code numbers or other Depositary reference
numbers or any other number used by a Depository to identify the Notes, if
any; and
(vii) 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.
A notice of redemption published as contemplated by Section 1.06 of the
Indenture need not identify particular Notes to be redeemed as all of the Notes
must be redeemed pursuant to this Section 5(b) if the Company elects to make a
redemption under this Section 5(b).
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 the 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 Tax Redemption Price of, and except if the Tax Redemption Date shall be an
Interest Payment Date, accrued but unpaid interest on, the Notes.
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 pursuant to this
Section 5(b), 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 Euros. If, prior to the maturity of the Notes,
the United Kingdom adopts the euro as its lawful currency in accordance with the
Treaty establishing the European Communities, as amended by the Treaty on
European Union, the Notes will be re-denominated into euros, and the regulations
of the European Commission relating to the euro shall apply to the Notes. Any
re-denomination of the Notes shall be effective on the date that the euro
becomes the official currency of the United Kingdom and, on that date, the
principal amount of the Outstanding Notes shall be converted from pounds
Sterling into an equivalent amount of euros based on the official conversion
rate for the conversion of all pounds Sterling to euro on that date. Upon any
such conversion, the holder of this Note may request that the Company issue a
replacement promissory note of like tenor to this note, except that the
9
replacement promissory note shall be denominated in euros. Upon receiving any
such request and this Note in form and with all instruments necessary to the
transfer of this Note on the registry for the Notes, the Company will deliver to
the Trustee for authentication a replacement note as described above along with
an order ordering the Trustee to authenticate and deliver that replacement
promissory note. 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 Section 14 hereof, the
Company shall pay principal of and interest on the Notes at the office or agency
of the Paying Agent or the Company in London and 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.
8. Defeasance of the Notes. The Notes are not subject to defeasance
of any type.
9. 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 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. The
provisions of the Indenture provide for, among other things, the execution of
supplemental indentures, which are applicable to this Note.
11. 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 principal amount of the Notes of this Series then outstanding
may declare the 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 principal amount of all of the Notes
of this Series then outstanding, 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.
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; Definitive Notes. The Notes
are being issued in registered book-entry form without interest coupons in
denominations of(pound)1,000 and integral multiples of(pound)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 Bank
10
One Nominees Limited, as Nominee for the Depositary or such other nominee
(including their respective successors) as the Depositary may name. The Notes
shall be issued in certificated form (each, a "Definitive Note") only in the
following limited circumstances: (1) the Depositary is no longer willing or able
to discharge its responsibilities properly, and neither the Trustee nor the
Company has appointed a qualified successor within 90 days; or (2) an event of
default has occurred and is continuing under the Indenture; or (3) the Company
decides to discontinue the book-entry system. If any of these three events
occurs, the Trustee will reissue the Notes in fully certificated registered form
and will recognize the registered Holders of the certificated Notes as Holders
under the Indenture. Such Definitive Notes shall be registered in such name or
names as the Depositary shall instruct the Trustee.
14. 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 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, or any Agent of the Company or of the
Trustee may deem and treat the Person in whose name any Note is registered as
the absolute owner of such Note (whether or not the Notes shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of principal of, premium, if any, and interest on
such Notes, payment of any Optional Redemption Price or Tax Redemption Price of
the Notes and for all other purposes, and none of the Company, the Trustee, or
any Agent of the Company or of the Trustee shall be affected by 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 14, 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.
15. No Recourse Against Others. No recourse under or upon any
obligation, covenant or agreement of this Note, or of 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, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Note and the Indenture and the obligations issued
hereunder are solely corporate obligations of the Company, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company or
of any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Note or in the Indenture or implied
therefrom; and that 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
11
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in the Indenture
or in the Notes or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for this issuance of the Notes.
16. Appointment of Agents. Bank One, NA, acting through its London
Branch, is hereby appointed Registrar for the purpose of registering the Notes
and transfers and exchanges of the Notes and the London Paying Agent, each
pursuant to this Note and Section 3.04 of the Indenture, and Transfer Agent with
respect to the Notes in the United Kingdom. Bank One Trust Company, NA is hereby
appointed United States Paying Agent, pursuant to this Note and Section 3.04 of
the Indenture, and Transfer Agent with respect to the Notes in the United
States.
17. 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 Trustee shall give notices to the Holders of the
Notes by publication in a daily newspaper of general circulation in The City of
New York and in London. Initially, the Company expects 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.
18. Severability. 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 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 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)
Additional abbreviations may also be used although not in the above list.