SERIES TERM CERTIFICATE 5.450% NOTES DUE 2003
Published on August 6, 2001
Exhibit 4(b)
WAL-MART STORES, INC.
Series Terms Certificate
Pursuant to Section 3.01 of the Indenture
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Pursuant to Sections 3.01 of the Indenture, dated as of July 5, 2001
(the "Indenture"), made by and among Wal-Mart Stores, Inc., a Delaware
corporation (the "Company"), Wal-Mart Cayman (Euro) Finance Co., a Cayman
Islands exempted company, Wal-Mart Cayman (Canadian) Finance Co., a Cayman
Islands exempted company, Wal-Mart Cayman (Sterling) Finance Co., a Cayman
Islands exempted company (collectively, the "Finance Subsidiaries"), Wal-Mart
Stores, Inc., in its capacity as guarantor of Securities issued by any of the
Finance Subsidiaries pursuant to the Indenture (the "Guarantor"), and Bank One
Trust Company, NA, as trustee (the "Trustee"), Rick W. Brazile, Vice President
of Planning and Analysis hereby certifies as follows, and Anthony D. George,
Corporate Counsel and Assistant Secretary attests to the following
certification. Any capitalized term used herein shall have the definition
ascribed to that term as set forth in the Indenture unless otherwise defined
herein.
A. This certificate is a Series Terms Certificate contemplated by
Section 3.01 of the Indenture and is being executed to evidence the
establishment and approval of the terms and conditions of the Series
that was established pursuant to Section 3.01 of the Indenture by
means of a Unanimous Written Consent of the Executive Committee of the
Board of Directors of the Company, dated as of July 26, 2001 (the
"Original Series Consent"), which Series is designated as the "5.450%
Notes Due 2006" (the "2006 Series"), by Rick W. Brazile, pursuant to
the grant of authority under the terms of the Original Series Consent.
B. The undersigned have read the Indenture, including the provisions
of Sections 1.02 and 3.01 and the definitions relating thereto, and
the resolutions adopted in the Original Series Consent. In the opinion
of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an
informed opinion as to whether or not all conditions precedent
provided for in the Indenture relating to the execution and delivery
by the Trustee of the Indenture, to the creation, establishment and
approval of the title, the form and the terms of a Series under the
Indenture, and to the authentication and delivery by the Trustee of
promissory notes of a Series, have been complied with. In the opinion
of the undersigned, (i) all such conditions precedent have been
complied with and (ii) there are no Events of Default (as defined in
the Indenture), or events which, with the passage of time, would
become an Event of Default under the Indenture.
C. Pursuant to the Original Series Consent, the Company is authorized
to issue $1,500,000,000 aggregate principal amount of promissory notes
of the 2006 Series (the "Initial Notes"). A copy of the Original
Series Consent is attached hereto as Annex A. Any promissory notes
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that the Company issues that are a part of the 2006 Series (the
"Notes") shall be represented by one or more global securities
substantially in the form attached hereto as Annex B (the "Form of
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Note").
D. Pursuant to Section 3.01 of the Indenture, the terms and conditions of
the 2006 Series and the promissory notes forming a part of the 2006 Series,
including the Notes, are established and approved to be the following:
1. Designation:
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The Series established by the Original Series Consent is
designated as the "5.450% Notes Due 2006."
2. Aggregate Principal Amount:
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The 2006 Series is not limited as to the aggregate principal
amount of all the promissory notes of the 2006 Series that the
Company may issue. The Company is issuing the Initial Notes,
which have an aggregate original principal amount of
$1,500,000,000.
3. Maturity:
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Final maturity of the Notes of the 2006 Series will be August
1, 2006.
4. Interest:
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a. Rate
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The Notes will bear interest at the annual rate of
5.450%, which interest shall commence accruing on from
July 31, 2001. Additional Amounts (as defined in
Section 4(a) of the Form of Note) if any, will also be
payable on the Notes.
b. Payment Dates
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Interest will be payable on the Notes semi-annually in
arrears on August 1 and February 1 of each year,
beginning on February 1, 2002, to the person or persons
in whose name or names the Notes are registered at the
close of business on the preceding July 15 or January
15, as the case may be. Interest on the Notes will be
computed on the basis of a 360-day year of twelve 30-
day months.
5. Currency of Payment.
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The principal and interest payable with respect to the Notes
shall be payable in United States dollars.
6. Payment Places:
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All payments of principal of and interest on the Notes will
be made to The Depository Trust Company so long as the Notes
are in global form, otherwise payment shall be made at the
office or agency of the Company in the Borough of Manhattan,
The City of New York.
7. Optional Redemption Features:
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The Company may redeem the Notes upon the occurrence of
certain tax events pursuant to Section 4(b) of the Form of
Note.
There is no sinking fund with respect to the Notes.
8. Special Redemption Features, etc.:
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None.
9. Denominations:
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$1,000 and integral multiples thereof for the Notes.
10. Principal Repayment:
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100% of the principal amount of each Note.
11. Registrar and Paying Agent:
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Bank One Trust Company, NA, will be the registrar and paying
agent for the Notes.
12. Defeasance:
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Sections 11.02, 11.03 and 11.04 of the Indenture apply to
the Notes.
13. Payment of Additional Amounts:
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The Company shall pay additional amounts as set forth under
Section 24 of the Form of Notes.
14. Book-Entry Procedures:
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The Notes shall be issued in the form of global Notes
registered in the name of CEDE & Co. as nominee of The
Depository Trust Company and will be issued in certificated
form only in limited circumstances, in each case, as set
forth under Sections 11 and 12 of the Form of Notes.
15. Other Terms:
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Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 15 16 and 17 of the
Form of Note attached hereto as Annex B shall also apply to
the Notes.
The Notes will not have any terms or conditions of the type
contemplated by clause (iii), (vi), (vii), (xii), (xiii),
(xiv), (xv), (xvi) (xvii), or (xx) of Section 3.01 of the
Indenture.
E. The Notes will be issued pursuant to and governed by the Indenture. To
the extent that the Indenture's terms apply to the Notes specifically or
apply to the terms of all Securities of all Series established pursuant to
and governed by the Indenture, such terms shall apply to the Notes.
IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of July 31, 2001.
/s/ Rick W. Brazile
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Rick W. Brazile
Vice President of Planning and Analysis
/s/ Anthony D. George
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Anthony D. George
Corporate Counsel and Assistant Secretary
ANNEX A
UNANIMOUS CONSENT TO ACTION
IN LIEU OF SPECIAL MEETING
OF THE EXECUTIVE COMMITTEE OF
THE BOARD OF DIRECTORS
OF WAL-MART STORES, INC.
JULY 26, 2001
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The undersigned, being all of the members of the Executive Committee
of the Board of Directors of Wal-Mart Stores, Inc., a Delaware corporation (the
"Company"), do hereby consent to the adoption of the following resolutions in
accordance with the provisions of Section 141(f) of the General Corporation Law
of Delaware:
RESOLVED, that:
1. a series of senior, unsecured promissory notes of the Company in
the initial aggregate principal amount of $1,500,000,000 that shall
mature on or about August 1, 2003 (the "Series 2003 Notes") shall be,
and it hereby is, created, established and authorized for issuance and
sale pursuant to the terms of the Indenture dated July 5, 2001 (the
"Indenture") between the Company, Wal-Mart Cayman (Euro) Finance Co.,
Wal-Mart Cayman (Canadian) Finance Co., Wal-Mart Cayman (Sterling)
Finance Co. and Bank One Trust Company, NA, as trustee (the "Indenture
Trustee"), and
2. a series of senior, unsecured promissory notes of the Company in
the initial aggregate principal amount of $1,500,000,000 that shall
mature on or about August 1, 2006 (the "Series 2006 Notes") shall be,
and it hereby is, created, established and authorized for issuance and
sale pursuant to the terms of the Indenture;
RESOLVED, that the Series 2003 Notes and the Series 2006 Notes shall
have such terms, including the rate at which interest shall accrue thereunder,
and shall be in such form as may be established and approved by an Authorized
Officer or Authorized Officers (each as defined below) in accordance with the
provisions of Section 3.01 of the Indenture pursuant to the authority granted by
these resolutions, which approval will be conclusively evidenced by that
Authorized Officer's or those Authorized Officers' execution of a Series Terms
Certificate with respect to the Series 2003 Notes and a Series Terms Certificate
with respect to the Series 2006 Notes as contemplated by Section 3.01 of the
Indenture.
RESOLVED, that the Chairman, any Vice Chairman, the Chief Executive
Officer, the President, any Executive Vice President, any Senior Vice President,
the Vice President of Planning and Analysis and the Treasurer of the Company
(each an "Authorized Officer") shall be, and each of them hereby is, authorized,
in the name and on behalf of this Company, to establish and to approve the terms
and conditions of the Series 2003 Notes and the Series 2006 Notes and to approve
the form, terms and conditions of the promissory notes representing notes in the
Series 2003 Notes and notes in the Series 2006 Notes and to execute up to
$1,500,000,000 principal amount of promissory notes of the Series 2003 Notes
(the "2003 Promissory Notes")
and up to $1,500,000,000 principal amount of promissory notes of the Series 2006
Notes (the "2006 Promissory Notes"), all as provided in the Indenture, and to
deliver the 2003 Promissory Notes and 2006 Promissory Notes to the Indenture
Trustee for authentication and delivery in accordance with the terms of the
Indenture.
RESOLVED, that the Indenture Trustee shall be, and it hereby is,
authorized and directed to authenticate and deliver 2003 Promissory Notes and
2006 Promissory Notes to or upon the written order of this Company, as provided
in the Indenture.
RESOLVED, that the Company shall be, and it hereby is, authorized to
perform its obligations under the 2003 Promissory Notes and 2006 Promissory
Notes and its obligations under the Indenture, as those obligations relate to
the 2003 Promissory Notes and 2006 Promissory Notes.
RESOLVED, that the Company shall be, and it hereby is, authorized to
enter into and perform its obligations under, and each Authorized Officer is
authorized to execute and deliver, for and on behalf of the Company, a Pricing
Agreement and an Underwriting Agreement among the Company, on the one hand, and
Lehman Brothers Inc., Goldman, Sachs & Co. and the other underwriters named
therein (collectively, the "Underwriters"), on the other hand, relating to the
sale by the Company and the purchase by the Underwriters of up to $1,500,000,000
principal amount of 2003 Promissory Notes and of up to $1,500,000,000 principal
amount of 2006 Promissory Notes (collectively, the "Underwriting Agreement") and
any other agreements necessary to effectuate the intent of these resolutions,
the Underwriting Agreement and any other such agreements to be in the forms and
to contain the terms, including the price to be paid to the Company by the
Underwriter for the 2003 Promissory Notes and 2006 Promissory Notes being
purchased pursuant to the Underwriting Agreement, and conditions that the
Authorized Officer executing the same approves, such approval to be conclusively
evidenced by that Authorized Officer's execution and delivery of the
Underwriting Agreement or other agreement.
RESOLVED, that the Company shall be, and it hereby is, authorized to
sell the 2003 Promissory Notes and the 2006 Promissory Notes to the Underwriter
pursuant to the Underwriting Agreement at the price and pursuant to the other
terms and conditions of the Underwriting Agreement.
RESOLVED, that the Company shall be, and it hereby is, authorized to
issue one or more global certificates to represent all of the 2003 Promissory
Notes and global certificates to represent all of the 2006 Promissory Notes and
not otherwise issue the Notes in definitive form, and to permit each global
certificate representing 2003 Promissory Notes or 2006 Promissory Notes to be
registered in the name of a nominee of The Depository Trust Company ("DTC") and
beneficial interests in the global Notes to be otherwise shown on, and transfers
of such beneficial interests effected through, records maintained by DTC and its
participants.
RESOLVED, that the signatures of the Authorized Officers executing any
2003 Promissory Notes and any 2006 Promissory Notes may be the manual or
facsimile signatures of the present or any future Authorized Officers and may be
imprinted or otherwise reproduced thereon, and any such facsimile signature
shall be binding upon the Company, notwithstanding the fact that at the time the
Notes are authenticated and delivered and disposed of, the person signing the
facsimile signature shall have ceased to be an Authorized Officer.
RESOLVED, that, without in any way limiting the authority heretofore
granted to any Authorized Officer, the Authorized Officers shall be, and each of
them singly is, authorized and empowered to do and perform all such acts and
things and to execute and deliver, for and on behalf of the Company, any and all
documents and instruments and to take any and all such actions as they may deem
necessary, desirable or proper in order to carry out the intent and purpose of
the foregoing resolutions and fully to establish the Series 2003 Notes and the
Series 2006 Notes and to perform the provisions of the Underwriting Agreement,
the Indenture and the 2003 Promissory Notes and 2006 Promissory Notes, and to
incur on behalf of the Company all such expenses and obligations in connection
therewith as they may deem proper.
Dated to be effective as of July 26, 2001
/s/ David D. Glass /s/ H. Lee Scott, Jr.
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David D. Glass H. Lee Scott, Jr.
/s/ S. Robson Walton
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S. Robson Walton