SERIES TERMS CERTIFICATE
Published on March 12, 2002
Exhibit 4(a)
WAL-MART STORES, INC.
Series Terms Certificate
Pursuant to Section 3.01 of the Indenture
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Pursuant to Section 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,
Senior Corporate Counsel and Assistant Secretary of the Company 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 March 4, 2002 (the "Original
Series Consent"), which Series is designated as the "4.15% Notes Due
2005" (the "2005 Series"), by Rick W. Brazile, pursuant to the grant of
authority under the terms of the Original Series Consent.
B. Each of the undersigned has 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 $500,000,000 aggregate principal amount of promissory notes of
the 2005 Series (the "Initial Notes"). A copy of the Original Series
Consent is attached hereto as Annex A. Any promissory notes that the
Company issues that are a part of the 2005 Series (the "Notes") shall
be represented by one or more global securities substantially in the
form attached hereto as Annex B (the "Form of Note").
D. Pursuant to Section 3.01 of the Indenture, the terms and
conditions of the 2005 Series and the promissory notes forming a part
of the 2005 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 "4.15% Notes due
2005."
2. Aggregate Principal Amount:
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The 2005 Series is not limited as to the
aggregate principal amount of all the promissory
notes of the 2005 Series that the Company may
issue. The Company is issuing the Initial Notes,
which have an aggregate original principal amount
of $500,000,000.
3. Maturity:
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Final maturity of the Notes of the 2005 Series
will be June 15, 2005.
4. Interest:
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a. Rate
----
The Notes will bear interest at the
annual rate of 4.15%, which interest
shall commence accruing from and
including March 11, 2002. 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
June 15 and December 15 of each
year, beginning on December 15,
2002, to the person or persons in
whose name or names the Notes are
registered at the close of business
on the preceding June 1 or December
1, 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.:
---------------------------------
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 4 of the Form of
Notes.
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14. Book-Entry Procedures:
---------------------
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:
-----------
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.
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IN WITNESS WHEREOF, the undersigned has hereunto executed this
Certificate as of March 11, 2002.
/s/ Rick W. Brazile
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Rick W. Brazile
Vice President of Planning and Analysis
ATTEST:
/s/ Anthony D. George
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Anthony D. George
Senior 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.
March 4, 2002
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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 a series of senior, unsecured promissory notes of the
Company in the initial aggregate principal amount of $500,000,000 that shall
mature on or about June 15, 2005 (the "Series 2005 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
RESOLVED, that the Series 2005 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
2005 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 2005 Notes and to approve the form, terms and
conditions of the promissory notes representing notes in the Series 2005 Notes
and to execute up to $500,000,000 principal amount of promissory notes of the
Series 2005 Notes (the "2005 Promissory Notes"), all as provided in the
Indenture, and to deliver the 2005 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 2005 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 2005 Promissory Notes and its obligations
under the Indenture, as those obligations relate to the 2005 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
J.P. Morgan Securities Inc., (the "Underwriter"), on the other hand, relating to
the sale by the Company and the purchase by the Underwriter of up to
$500,000,000 principal amount of 2005 Promissory Notes (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 2005 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 2005 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 2005 Promissory
Notes and not otherwise issue the Notes in definitive form, and to permit each
global certificate representing 2005 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
2005 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 2005
Notes and to perform the provisions of the Underwriting Agreement, the Indenture
and the 2005 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 March 4, 2002.
/s/ David D. Glass /s/ H. Lee Scott, Jr.
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David D. Glass H. Lee Scott, Jr.
/s/ S. Robson Walton /s/ Thomas M. Coughlin
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S. Robson Walton Thomas M. Coughlin