Exhibit 1(a)
Execution Version
PRICING AGREEMENT
September 14, 2009
Barclays Bank PLC
Deutsche Bank AG, London Branch
The Royal Bank of Scotland plc
Credit Suisse Securities (Europe)
Limited
Morgan Stanley & Co. International
plc
J.P. Morgan Securities Ltd.
As Representatives of the
several Underwriters
named
in Schedule I hereto
c/o Barclays Bank PLC
5 The North Colonade
Canary Wharf
London E14 4BB
Deutsche Bank AG, London
Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
The Royal Bank of Scotland
plc
135 Bishopsgate
London EC2M 3UR
Credit Suisse Securities (Europe)
Limited
One Cabot Square
London E14 4QJ
J.P. Morgan Securities
Ltd.
125 London Wall
London EC2Y 5AJ
Morgan Stanley & Co.
International plc
25 Cabot Square
Canary Wharf
London E14 4QA
Ladies and Gentlemen:
WAL-MART STORES, INC., a Delaware
corporation (the “Company”), proposes, subject to the
terms and conditions stated herein and in the Underwriting
Agreement, dated September 14, 2009 (the “Underwriting
Agreement”), between the Company, on the one hand, and you,
as parties which are signatories or deemed to be signatories to the
Underwriting Agreement, on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the
“Underwriters”) the Securities specified in Schedule II
hereto (the “Designated Securities”).
Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Pricing
Agreement to the same extent as if such provisions were set forth
in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement (it being understood that each
representation and warranty in Section 2 of the Underwriting
Agreement that refers to the Pricing Prospectus or the Prospectus
shall be deemed to be a representation or warranty as of the date
of this Pricing Agreement in relation to the Pricing Prospectus or
the Prospectus relating to the Designated Securities). Each
reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be
deemed to refer to the Representatives named in Schedule II hereto
(the “Representatives”). Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined.
The Prospectus (including, for the
avoidance of doubt, a prospectus supplement relating to the
Designated Securities), in all material respects in the form
heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions
set forth herein and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
2
If the foregoing is in accordance
with your understanding, please sign and return to us five
counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the
Company.
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Very truly
yours,
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WAL-MART
STORES, INC.
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By:
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Name:
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Christopher
K. Gould
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Title:
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Vice President,
Capital Markets
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Accepted as of the date hereof:
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BARCLAYS BANK
PLC
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By:
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Name:
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Kate
Craven
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Title:
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Authorised
Attorney
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DEUTSCHE BANK
AG, LONDON BRANCH
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By:
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Name:
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Annerose
Schulte
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Title:
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Director and
Counsel
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By:
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/s/ Konstantin Von-Achten
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Name:
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Konstantin
Von-Achten
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Title:
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Vice President
and Counsel
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THE ROYAL BANK
OF SCOTLAND PLC
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By:
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Name:
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David
Hopkins
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Title:
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Authorised
Signatory
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For themselves and as
Representatives of the
several Underwriters named in Schedule I
hereto
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CREDIT SUISSE
SECURITIES (EUROPE) LIMITED
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By:
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/s/ Konstantin Von-Achten
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Name:
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Konstantin
Von-Achten
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Title:
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Vice President
and Counsel
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J.P. MORGAN
SECURITIES LTD.
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By:
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/s/ Konstantin Von-Achten
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Name:
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Konstantin
Von-Achten
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Title:
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Vice President
and Counsel
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MORGAN STANLEY
& CO. INTERNATIONAL PLC
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By:
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Name:
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Mandy
DeFilippo
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Title:
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Executive
Director
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For themselves and as
Representatives of the
several Underwriters named in Schedule I
hereto
SCHEDULE I
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Principal Amount of
4.875% Notes
Due 2029 to be
Purchased
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Barclays Bank PLC
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€
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140,000,000
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Deutsche Bank AG, London Branch
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140,000,000
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The Royal Bank of Scotland plc
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140,000,000
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Credit Suisse Securities (Europe)
Limited
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140,000,000
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J.P. Morgan Securities Ltd.
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140,000,000
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Morgan Stanley & Co. International
plc
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140,000,000
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Banca IMI S.p.A.
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10,000,000
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Banco Santander, S.A.
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10,000,000
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BBVA Securities Inc.
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10,000,000
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BNP PARIBAS
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10,000,000
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BNY Mellon Services Ltd.
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10,000,000
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Citigroup Global Markets Limited
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10,000,000
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Goldman Sachs International
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10,000,000
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HSBC Bank plc
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10,000,000
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Merrill Lynch International
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10,000,000
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Mizuho International plc
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10,000,000
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Mitsubishi UFJ Securities International
plc
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10,000,000
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Scotia Capital Inc.
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10,000,000
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Standard Chartered Bank
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10,000,000
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The Toronto-Dominion Bank
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10,000,000
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UBS Limited
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10,000,000
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Wells Fargo Securities International
Limited
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10,000,000
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TOTAL
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€
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1,000,000,000
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SCHEDULE I - Page 1