Common use of Guarantee by Guarantor; Form of Guarantee Clause in Contracts

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes any two Authorized Persons of the Guarantor to execute each such Guarantee, manually or by facsimile signature in the name and on behalf of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01, be in substantially the form set forth below: For value received, SYNGENTA AG, a Swiss stock corporation (Aktiengesellschaft) (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the such Holder the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the Indenture, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Finance N.V., a limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”, which term includes any successor corporation under such Indenture), immediately to make any such payment of principal, premium or interest on, and any Additional Amounts with respect to, such other amounts, the Guarantor hereby agrees to cause any such payment to be made immediately when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest on, such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest on, and all other amounts payable in respect of, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest on, and all other amounts payable in respect of, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.

Guarantee by Guarantor; Form of Guarantee. (a) The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Subordinated Debt Security of each series authenticated and delivered by the Trustee, Trustee and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect and authorizes the Trustee to confirm such Guarantee to the Holder of each such Subordinated Debt Security by its execution and delivery of each such Subordinated Debt Security, with such Guarantee endorsed thereon, authenticated and authorizes any two Authorized Persons of delivered by the Guarantor to execute each such Guarantee, manually or by facsimile signature in the name and on behalf of the Guarantor. Guarantees Trustee. (b) The Guarantee to be endorsed on the Subordinated Debt Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: SUBORDINATED GUARANTEE OF NORTEL NETWORKS CORPORATION For value received, SYNGENTA AGNortel Networks Corporation, a Swiss stock corporation (Aktiengesellschaft) incorporated under the laws of Canada, having its principal executive offices at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada, L6T 5P6 (herein called the “xxxxxx xxx "Guarantor”", which term includes any Person as a successor Person Guarantor under the Indenture referred to in the Subordinated Debt Security upon which this Guarantee is endorsed), subject to the prior payment in full of all its existing and future Senior Indebtedness and to the subordination provisions contained in Article Sixteen of the Indenture, hereby irrevocably fully and unconditionally guarantees to the Holder of the Subordinated Debt Security upon which this Guarantee is endorsed and to the Trustee on behalf of the each such Holder the due and punctual payment of the principal of, any premium premium, if any, and interest on, on such Subordinated Debt Security and any Additional Amounts with respect to, such Security, and any other amount the due and payable in respect of such Security and all amounts due under and pursuant to the terms punctual payment of the Indenturesinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at on the Stated MaturityMaturity Date, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such Security thereof and of the Indenture referred to therein. In case of the failure of Syngenta Finance N.V.Nortel Networks Limited, a limited liability company (naamloze vennootschap) corporation organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands Canada (herein called the “Company”"Borrower", which term includes any successor corporation Person under such Indenture), immediately to punctually make any such payment of principal, premium premium, if any, or interest on, and or any Additional Amounts with respect to, such other amountssinking fund or analogous payment, the Guarantor hereby agrees agrees, subject to the subordination provisions contained in Article Sixteen of the Indenture, to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the CompanyBorrower. The indebtedness evidenced by this Guarantee is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Guarantor, and this Guarantee is issued subject to the subordination provisions of Article Sixteen of the Indenture with respect thereto. The Holder of the Subordinated Debt Security upon which this Guarantee is endorsed, by accepting the same, (i) agrees to and shall be bound by, such provisions, (ii) authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (iii) appoints the Trustee his, her or its attorney-in-fact for any and all such purposes. The Holder hereof, by his, her or its acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness of the Guarantor, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Subject to the subordination provisions of Article Sixteen of the Indenture, the Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Subordinated Debt Security or such Indenture, any failure to enforce the provisions of such Subordinated Debt Security or such Indenture, or any waiver, modification or indulgence granted to the Company Borrower with respect thereto, by the Holder of such Subordinated Debt Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Subordinated Debt Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest or notice with respect to such Subordinated Debt Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Subordinated Debt Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance payment in full of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or premium, if any, and interest on, on such Subordinated Debt Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Subordinated Debt Security and the Trustee against the Company Borrower in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, upon such right of subrogation until the principal of, and any premium premium, if any, and interest on, and on all other amounts payable in respect of, all Subordinated Debt Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee guarantees of the Guarantor, which is which, subject to the subordination provisions of Article 16 of the Indenture, are absolute and unconditional, of the due and punctual payment of the principal of, any premium premium, if any, and interest on, and all other amounts payable in any sinking fund or analogous payments with respect ofto, the Subordinated Debt Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the such Subordinated Debt Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of Executed and dated the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of date on the Guarantor.face hereof. NORTEL NETWORKS CORPORATION By ------------------------------------ Name: Title: By ------------------------------------- Name: Title:

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes the Chairman of the Board, the President or any two Authorized Persons Vice President or the Treasurer of the Guarantor to execute each such Guaranteeexecute, manually or by facsimile signature in the name and on behalf of the Guarantor, and to confirm such Guarantee to the Holder of each such Security by his or her execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 303 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA AGApache Corporation, a Swiss stock corporation organized under the laws of the State of Delaware (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of, and any premium premium, and interest Interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the IndentureIndenture or payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Apache Finance N.V.Australia Pty Ltd, a proprietary company with limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdamthe Australian Capital Territory, The Netherlands Australia (herein called the “"Company”, ," which term includes any successor corporation under such Indenture), immediately punctually to make any such payment of principal, any premium or interest on, and Interest on or any Additional Amounts with respect to, to such other amountsSecurity, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability 20 of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event or of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or any premium or interest Interest on, or any Additional Amounts with respect to, such Security, or other amount payable default in respect thereofany sinking fund or analogous payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with is subordinated to all other unsubordinated indebtedness existing and future Guarantor Senior Indebtedness as set forth, and to the extent provided, in the Indenture. The Guarantor agrees, and each Holder by accepting a Security agrees, to the subordination of this Guarantee and authorizes the GuarantorTrustee to give it effect and appoints the Trustee as attorney-in-fact for such purposes.

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes the Chairman of the Board, the President or any two Authorized Persons Vice President or the Treasurer of the Guarantor to execute each such Guaranteeexecute, manually or by facsimile signature in the name and on behalf of the Guarantor, and to confirm such Guarantee to the Holder of each such Security by his or her execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 303 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA AGApache Corporation, a Swiss stock corporation organized under the laws of the State of Delaware (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of, and any premium premium, and interest Interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the IndentureIndenture or payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Apache Finance N.V.Canada II Corporation, a limited an unlimited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdamthe Province of Nova Scotia, The Netherlands Canada (herein called the “"Company”, ," which term includes any successor corporation under such Indenture), immediately punctually to make any such payment of principal, any premium or interest on, and Interest on or any Additional Amounts with respect to, to such other amountsSecurity, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event or of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or any premium or interest Interest on, or any Additional Amounts with respect to, such Security, or other amount payable default in respect thereofany sinking fund or analogous payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with is subordinated to all other unsubordinated indebtedness existing and future Guarantor Senior Indebtedness as set forth, and to the extent provided, in the Indenture. The Guarantor agrees, and each Holder by accepting a Security agrees, to the subordination of this Guarantee and authorizes the GuarantorTrustee to give it effect and appoints the Trustee as attorney-in-fact for such purposes.

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution agrees, for the benefit of this Indenture hereby agrees with each Holder of a each Security issued by an Issuer other than the Company, authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Guarantee, which shall be endorsed on the Guaranteed Security, and authorizes any two Authorized Persons the Trustee to confirm such Guarantee to the Holder of the Guarantor to execute each such GuaranteeGuaranteed Security by its execution and delivery of each such Guaranteed Security, manually or with such Guarantees endorsed thereon, authenticated and delivered by facsimile signature in the name and on behalf of the GuarantorTrustee. The Guarantees to be endorsed on the Guaranteed Securities shall, subject to ‎Section Section 2.01, be in substantially the form set forth below: FORM OF GUARANTEE OF WAL-MART STORES, INC. For value received, SYNGENTA AGWal-Mart Stores, Inc., a Swiss stock corporation Delaware corporation, having its principal executive offices at 000 X.X. 0xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person thereto under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably and unconditionally guarantees to the Holder of the Guaranteed Security upon which this Guarantee is endorsed and to the Trustee on behalf of the such Holder Holder, the due and punctual payment of the principal of, any premium premium, if any, and interest onon such Guaranteed Security, the due and punctual payments of any Redemption Price or Repurchase Price referred to therein, the due and punctual payment of any sinking fund or analogous payments referred to therein, and any Additional Amounts with respect to, such Security, the due and punctual payment of any other amount amounts due and payable in respect to the Holder of such the Guaranteed Security and all amounts due under and pursuant to the terms of the IndentureGuaranteed Security (the "Guaranteed Obligations"), when and as the same shall become due and payable, whether at on the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such the Guaranteed Security and of the Indenture referred to thereintherein (as amended and supplemented from time to time, the "Indenture"). In case All terms used and not otherwise defined in this Guarantee shall have the respective meanings ascribed to them in the Indenture. If [insert here the name of the failure of Syngenta Finance N.V.Applicable Issuer], a Cayman Islands limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”, "Borrower," which term includes any successor corporation Person thereto under such Indenture), immediately fails to make pay punctually any such payment of principal, premium or interest on, and any Additional Amounts with respect to, such other amountsGuaranteed Obligation, the Guarantor hereby agrees to pay that Guaranteed Obligation, or to cause any such payment that Guaranteed Obligation to be made immediately paid, punctually when and as the same shall become due and payable, whether at on the Stated Maturity or by any declaration of acceleration, call for redemption redemption, exercise of any Repurchase Right of the Holders or otherwise, and as if such payment were made by the CompanyBorrower. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Guaranteed Security or such the Indenture, any failure to enforce the provisions of such Guaranteed Security or such the Indenture, or any waiver, modification or indulgence granted to the Company Borrower with respect thereto, by the Holder of such Guaranteed Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Guaranteed Security, increase the interest rate thereon, change the method or methods by which the interest rate thereon is determined or computed in a manner adverse to the Guarantor, increase any premium payable upon prepayment, redemption or repurchase thereof, alter the Stated Maturity thereof, increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article Five of the Indenture or increase the amount of any Redemption Price or any Repurchase Price or change the method or methods by which any Redemption Price or Repurchase Price is determined in a manner adverse to the Guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the CompanyBorrower, any right to require require, or any requirement that the Guarantor first institute and prosecute, a proceeding first against the CompanyBorrower to collect any Guaranteed Obligation, protest or notice with respect to such Guaranteed Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance payment in full of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or premium, if any, and interest on, on such Guaranteed Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Guaranteed Security and the Trustee against the Company Borrower in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such that right of subrogation until the principal of, and any premium premium, if any, and interest on, and on all other amounts payable in respect of, all Guaranteed Securities of the Series of which such Guaranteed Security is a part issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision provisions of this Guarantee or of such Indenture shall alter or impair the guarantee guarantees of the Guarantor, which is are absolute and unconditional, of the due and punctual payment of the principal of, any premium premium, if any, and interest on, and all other amounts payable in any sinking fund or analogous payments with respect ofto, the Guaranteed Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory create an obligation of the Guarantor for any purpose until the certificate of authentication of the such Guaranteed Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which that are defined in such Indenture shall have the meanings assigned ascribed to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Executed and dated as of the date of the Guaranteed Security on which this Guarantee is an unsecured obligation of the Guarantorendorsed. WAL-MART STORES, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.INC. By:_____________________________ Name: Title: ARTICLE THREE The Securities

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes the Chairman of the Board, the President or any two Authorized Persons Vice President or the Treasurer of the Guarantor to execute each such Guaranteeexecute, manually or by facsimile signature in the name and on behalf of the Guarantor, and to confirm such Guarantee to the Holder of each such Security by his or her execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 303 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA AGApache Corporation, a Swiss stock corporation organized under the laws of the State of Delaware (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of, and any premium premium, and interest Interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the IndentureIndenture or payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Apache Finance N.V.Canada II Corporation, a limited an unlimited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdamthe Province of Nova Scotia, The Netherlands Canada (herein called the “"Company”, ," which term includes any successor corporation under such Indenture), immediately punctually to make any such payment of principal, any premium or interest on, and Interest on or any Additional Amounts with respect to, to such other amountsSecurity, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event or of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest Interest on, or any Additional Amounts with respect to, such Security, or other amount payable default in respect thereofany sinking fund or analogous payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Debt Security of each series authenticated and delivered by the Trustee, Trustee and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect and authorizes the Trustee to confirm such Guarantee to the Holder of each such Debt Security by its execution and delivery of each such Debt Security, with such Guarantee endorsed thereon, authenticated and authorizes any two Authorized Persons of delivered by the Guarantor to execute each such Guarantee, manually or by facsimile signature in the name and on behalf of the GuarantorTrustee. Guarantees The Guarantee to be endorsed on the Debt Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE OF NORTEL NETWORKS CORPORATION For value received, SYNGENTA AGNortel Networks Corporation, a Swiss stock corporation (Aktiengesellschaft) incorporated under the laws of Canada, having its principal executive offices at 0000 Xxxxx Xxxx, Suite 100, Brampton, Ontario, Canada, L6T 5P6 (herein called the “"Guarantor”", which term includes any Person as a successor Person Guarantor under the Indenture referred to in the Debt Security upon which this Guarantee is endorsed), hereby irrevocably fully and unconditionally guarantees to the Holder of the Debt Security upon which this Guarantee is endorsed and to the Trustee on behalf of the each such Holder the due and punctual payment of the principal of, any premium premium, if any, and interest on, on such Debt Security and any Additional Amounts with respect to, such Security, and any other amount the due and payable in respect of such Security and all amounts due under and pursuant to the terms punctual payment of the Indenturesinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at on the Stated MaturityMaturity Date, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such Security thereof and of the Indenture referred to therein. In case of the failure of Syngenta Finance N.V.Nortel Networks Limited, a limited liability company (naamloze vennootschap) corporation organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands Canada (herein called the “Company”"Borrower", which term includes any successor corporation Person under such Indenture), immediately to punctually make any such payment of principal, premium premium, if any, or interest on, and or any Additional Amounts with respect to, such other amountssinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at on the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the CompanyBorrower. The Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Debt Security or such Indenture, any failure to enforce the provisions of such Debt Security or such Indenture, or any waiver, modification or indulgence granted to the Company Borrower with respect thereto, by the Holder of such Debt Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Debt Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity Date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article Five of such Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest or notice with respect to such Debt Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Debt Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance payment in full of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or premium, if any, and interest on, on such Debt Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Debt Security and the Trustee against the Company Borrower in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, upon such right of subrogation until the principal of, and any premium premium, if any, and interest on, and on all other amounts payable in respect of, all Debt Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee guarantees of the Guarantor, which is are absolute and unconditional, of the due and punctual payment of the principal of, any premium premium, if any, and interest on, and all other amounts payable in any sinking fund or analogous payments with respect ofto, the Debt Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the such Debt Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of Executed and dated the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of date on the Guarantor.face hereof. NORTEL NETWORKS CORPORATION By ------------------------------------------------ Name: Title: By ------------------------------------------------ Name: Title:

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes the Chairman of the Board, the Present or any two Authorized Persons Vice President or the Treasurer of the Guarantor to execute each such Guarantee, manually or by facsimile signature in the name and on behalf of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: For value received, SYNGENTA AGMONSANTO COMPANY, a Swiss stock corporation (Aktiengesellschaft) duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor”, ,” which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the such Holder the due and punctual payment of the principal of, and any premium premium, and interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the Indenture, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Monsanto Finance N.V.Canada Co., a limited an unlimited liability company (naamloze vennootschap) duly organized and existing under the laws of The Netherlands and with corporate seat in Amsterdamthe Province of Nova Scotia, The Netherlands Canada (herein called the “Company”, ,” which term includes any successor corporation under such Indenture), immediately to make any such payment of principal, premium or interest on, and any Additional Amounts with respect to, on such other amounts, the Guarantor hereby agrees to cause any such payment to be made immediately when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest on, such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest on, and all other amounts payable in respect of, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest on, and all other amounts payable in respect of, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes any two Authorized Persons the Chairman of the Board, President or Vice President or the Treasurer of the Guarantor to execute each such Guaranteeexecute, manually or by facsimile signature on behalf of the Guarantor, or the Company, in the name and on behalf of the Guarantor, to confirm such Guarantee to the Holder of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.3 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees by each Guarantor to be endorsed on the Securities shall, subject to ‎Section 2.01Section 2.1, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA AG[XTRA Corporation] [XTRA Missouri, Inc.], a Swiss stock corporation (Aktiengesellschaft) organized under the laws of the State of Delaware (herein called the “"Guarantor”", which term includes any successor Person corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the each such Holder the due and punctual payment of the principal of, any premium premium, if any, and interest on, and any Additional Amounts with respect to, on such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the Indenture, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such Security thereof and of the Indenture referred to therein. In case of the failure of Syngenta Finance N.V.XTRA, Inc., a limited liability company (naamloze vennootschap) corporation organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands Maine (herein called the “"Company”", which term includes any successor corporation under such Indenture), immediately punctually to make any such payment of principalprincipal (premium, premium if any) or interest on, and any Additional Amounts with respect to, such other amountsinterest, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, change the redemption terms thereof or alter the Stated Maturity thereof. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest on, such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; providedPROVIDED, howeverHOWEVER, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium premium, if any, and interest on, and all other amounts payable in respect of, on all Securities issued under such Indenture shall have been paid in full. Claims under the Guarantee are, to the extent provided in the Indenture, subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness, and this Guarantee is issued subject to the provisions of the Indenture with respect thereto. Each Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal ofprincipal, any premium (if any), and interest on, and all other amounts payable in respect of, on the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of Executed and dated the Guarantordate on the face hereof. [XTRA CORPORATION] [XTRA MISSOURI, and ranks pari passu with all other unsubordinated indebtedness of the GuarantorINC.] By:________________________________ Title:_____________________________ Attest: _________________________

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security (other than any direct or indirect Subsidiary of the Guarantor) of each series authenticated and delivered by the Trustee, Trustee and with the Trustee on behalf of each such HolderHolder (other than any direct or indirect Subsidiary of the Guarantor), to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, or established pursuant to Section 201 and authorizes any two Authorized Persons of the Guarantor to execute each such GuaranteeIssuer, manually or by facsimile signature in the name and on behalf of the Guarantor, to confirm such Guarantee to the Holder (other than any direct or indirect Subsidiary of the Guarantor) of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee; provided, however, that if a series of Securities are to be initially offered and sold to a direct or indirect Subsidiary of the Guarantor, the Officer's Certificate delivered in respect of such series pursuant to Section 301 may state that the Securities of such series are not entitled to the benefit of such Guarantee and such Guarantee shall not be endorsed thereon; provided, further, if such a Subsidiary (or another direct or indirect Subsidiary of the Guarantor) offers for resale (other than to another direct or indirect Subsidiary of the Guarantor) any such Security acquired directly or indirectly from the Issuer under this Indenture, the Guarantor, acknowledging good and valuable consideration in connection with such a resale, by its execution of this Indenture, further agrees with each Holder of any such Security of each series authenticated and delivered by the Trustee and with the Trustee on behalf of each such Holder to be unconditionally bound by the terms and provisions of the Guarantee set forth below or established pursuant to Section 201 and will authorize the Issuer, pursuant to an additional Officer's Certificate in the name and on behalf of the Guarantor, to confirm such Guarantee to the Holder of each such Security at any time after its initial execution and delivery to a direct or indirect Subsidiary of the Guarantor. When delivered pursuant to the provisions of Section 303 hereof, Guarantees so set forth on the Securities (either at the time of original issuance or at the time of resale by a direct or indirect Subsidiary of the Guarantor) shall bind the Guarantor notwithstanding the fact that the Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA Deutsche Telekom AG, a Swiss private law stock corporation (Aktiengesellschaft) company incorporated under the laws of the Federal Republic of Germany, having its registered office at Friedrich-Ebert-Allee 140, D-53113, Bonn, Germany (herein called the “Guarantor”"Xxxxxxxxx", which term includes any successor Person xxxxx xxxx xxxxxxxx xxx xxxxxxxxx Xxxson under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee Trustee, in its individual and trust capacities, and on behalf of the each such Holder the due and punctual payment of the principal of, any premium premium, if any, and interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of on such Security and all amounts the due under and pursuant to the terms punctual payment of the Indenturesinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such Security thereof and of the Indenture referred to therein. In case of the failure of Syngenta Deutsche Telekom International Finance N.V., a limited liability company B.V. (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”"Issuer", which term includes any successor corporation Person under such Indenture), immediately punctually to make any such payment of principal, premium premium, if any, or interest on, and or any Additional Amounts with respect to, such other amountssinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the CompanyIssuer. [If not applicable delete -- The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes or other governmental charges of the Relevant Jurisdiction shall at any time be required by the Relevant Jurisdiction in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security as additional interest such additional amounts as may be necessary in order that the net amounts paid to the Holder of such Security shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts for or on account of: (a) any tax or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder and the Relevant Jurisdiction (other than the mere holding of a Security and the receipt of payments thereon), including, without limitation, such Holder being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein; (b) any tax or other governmental charge which would not have been imposed but for the status of such Holder as an individual resident of a member state of the European Union; (c) any tax or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction if such compliance is required as a precondition to relief or exemption from such tax or other governmental charge (including without limitation a certification that such Holder is not resident in the Relevant Jurisdiction); (d) any tax or other governmental charge which would not have been imposed but for a change in law that becomes effective more than 30 days after a payment by the Guarantor under this Guarantee becomes due and payable, or is duly provided for and notice thereof is duly published, whichever occurs later; (e) any tax or other governmental charge required to be withheld by any Paying Agent from a payment on a Security, if such payment can be made without such deduction or withholding by any other Paying Agent; or (f) any combination of items (a), (b), (c), (d) and (e) above. The foregoing provision shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes or governmental charges or whatever nature of any jurisdiction in which any successor Person to the Guarantor is organized, or any political subdivision or taxing authority thereof or therein. As used in (a), (b) and (c) above, references to Holder shall include a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation.] The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute absolute, full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company Issuer with respect thereto, by the Holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance payment in full of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or premium, if any, and interest on, on such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company Issuer in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, upon such right of subrogation until the principal of, and any premium premium, if any, and interest on, and all other amounts payable in respect of, on all Securities of the same series issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, any premium premium, if any, and interest on, and all other amounts payable in any sinking fund or analogous payments with respect ofto, the Security upon which this Guarantee is endorsed. The obligations of the Guarantor under this Guarantee shall, without any further act or thing being required to be done or to occur, extend to the obligations of any successor Person who is not the Guarantor arising in respect of the Securities by virtue of a substitution pursuant to the Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the such Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of Executed and dated the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of date on the Guarantor.face hereof. DEUTSCHE TELEKOM AG By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title:

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Guaranteed Debt Security of each series authenticated and delivered by the Trustee, Trustee and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee Guarantees set forth below in respect and authorizes the Trustee to confirm such Guarantees to the Holder of each such Guaranteed Debt Security by its execution and delivery of each such Guaranteed Debt Security, with such Guarantees endorsed thereon, authenticated and authorizes any two Authorized Persons of delivered by the Guarantor to execute each such Guarantee, manually or by facsimile signature in the name and on behalf of the GuarantorTrustee. Guarantees to be endorsed on the Guaranteed Debt Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE OF NORTEL NETWORKS LIMITED For value received, SYNGENTA AGNortel Networks Limited, a Swiss stock corporation (Aktiengesellschaft) incorporated under the laws of Canada, having its principal executive offices at 8200 Xxxxx Xxxx, Suite 100, Brampton, Ontario, Canada, L6T 5P6 (herein called the “"Guarantor”", which term includes any successor Person under the Indenture referred to in the Debt Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably and unconditionally guarantees to the Holder of the Guaranteed Debt Security upon which this Guarantee is endorsed and to the Trustee on behalf of the each such Holder the due and punctual payment of the principal of, any premium premium, if any, and interest on, on such Guaranteed Debt Security and any Additional Amounts with respect to, such Security, and any other amount the due and payable in respect of such Security and all amounts due under and pursuant to the terms punctual payment of the Indenturesinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Finance N.V., a limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”, which term includes any successor corporation under such Indenture), immediately to make any such payment of principal, premium or interest on, and any Additional Amounts with respect to, such other amounts, the Guarantor hereby agrees to cause any such payment to be made immediately when and as the same shall become due and payable, whether at on the Stated Maturity or Date, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure according to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, filing of claims with a court in the event or merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest on, such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest on, and all other amounts payable in respect of, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest on, and all other amounts payable in respect of, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.the

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Security, and authorizes the Chairman of the Board, the President or any two Authorized Persons Vice President or the Treasurer of the Guarantor to execute each such Guaranteeexecute, manually or by facsimile signature in the name and on behalf of the Guarantor, and to confirm such Guarantee to the Holder of each such Security by his or her execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 303 hereof, the Guarantee so set forth on the Security shall bind the Guarantor notwithstanding the fact that such Guarantee does not bear the signature of the Guarantor. Guarantees to be endorsed on the Securities shall, subject to ‎Section 2.01Section 201, be in substantially the form set forth below: GUARANTEE For value received, SYNGENTA AGApache Corporation, a Swiss stock corporation organized under the laws of the State of Delaware (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of the Trustee and such Holder the due and punctual payment of the principal of, and any premium premium, and interest Interest on, and any Additional Amounts with respect to, such Security, and any other amount due and payable in respect of such Security and all amounts due under and pursuant to the terms of the IndentureIndenture or payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, or otherwise, according to the terms of such Security and of the Indenture referred to therein. In case of the failure of Syngenta Apache Finance N.V.Australia Pty Ltd, a proprietary company with limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdamthe Australian Capital Territory, The Netherlands Australia (herein called the “"Company”, ," which term includes any successor corporation under such Indenture), immediately punctually to make any such payment of principal, any premium or interest on, and Interest on or any Additional Amounts with respect to, to such other amountsSecurity, the Guarantor hereby agrees to cause any such payment to be made immediately punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder holder of such Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event or of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or interest Interest on, or any Additional Amounts with respect to, such Security, or other amount payable default in respect thereofany sinking fund or analogous payment referred to therein, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, and any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, all Securities issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of principal of, any premium and interest Interest on, and all other amounts payable in any Additional Amounts required with respect ofto, the Security upon which this Guarantee is endorsed. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of the Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.

Guarantee by Guarantor; Form of Guarantee. The Guarantor by its execution agrees, for the benefit of this Indenture hereby agrees with each Holder of a each Security issued by an Issuer other than the Company, authenticated and delivered by the Trustee, and with the Trustee on behalf of each such Holder, to be irrevocably and unconditionally bound by the terms and provisions of the Guarantee set forth below in respect of such Guarantee, which shall be endorsed on the Guaranteed Security, and authorizes any two Authorized Persons the Trustee to confirm such Guarantee to the Holder of the Guarantor to execute each such GuaranteeGuaranteed Security by its execution and delivery of each such Guaranteed Security, manually or with such Guarantees endorsed thereon, authenticated and delivered by facsimile signature in the name and on behalf of the GuarantorTrustee. The Guarantees to be endorsed on the Guaranteed Securities shall, subject to ‎Section Section 2.01, be in substantially the form set forth below: FORM OF GUARANTEE OF WAL-MART STORES, INC. For value received, SYNGENTA AGWal-Mart Stores, Inc., a Swiss stock corporation Delaware corporation, having its principal executive offices at 000 X.X. 0xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 (Aktiengesellschaft) (herein called the “"Guarantor”, ," which term includes any successor Person thereto under the Indenture referred to in the Security to which this Guarantee is annexed or upon which this Guarantee is endorsedendorsed (the "Guaranteed Security")), hereby unconditionally and irrevocably and unconditionally guarantees to the Holder of the Guaranteed Security upon which this Guarantee is endorsed and to the Trustee on behalf of the such Holder Holder, the due and punctual payment of the principal of, any premium premium, if any, and interest onon the Guaranteed Security, the due and punctual payments of any Redemption Price or Repurchase Price referred to therein, the due and punctual payment of any sinking fund or analogous payments referred to therein, and any Additional Amounts with respect to, such Security, the due and punctual payment of any other amount amounts due and payable in respect to the Holder of such the Guaranteed Security and all amounts due under and pursuant to the terms of the IndentureGuaranteed Security (the "Guaranteed Obligations"), when and as the same shall become due and payable, whether at on the Stated Maturity, by declaration of acceleration, call for redemption, repurchase, redemption or otherwise, according to the terms of such the Guaranteed Security and of the Indenture referred to thereintherein (as amended and supplemented from time to time, the "Indenture"). In case If [insert here the name of the failure of Syngenta Finance N.V.Applicable Issuer], a Cayman Islands limited liability company (naamloze vennootschap) organized under the laws of The Netherlands and with corporate seat in Amsterdam, The Netherlands (herein called the “Company”, "Issuer," which term includes any successor corporation Person thereto under such Indenture), immediately fails to make pay punctually any such payment of principal, premium or interest on, and any Additional Amounts with respect to, such other amountsGuaranteed Obligation, the Guarantor hereby agrees to pay that Guaranteed Obligation, or to cause any such payment that Guaranteed Obligation to be made immediately paid, punctually when and as the same shall become due and payable, whether at on the Stated Maturity or by any declaration of acceleration, call for redemption redemption, exercise of any Repurchase Right of the Holders or otherwise, and as if such payment were made by the CompanyIssuer. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such the Guaranteed Security or such the Indenture, any failure to enforce the provisions of such the Guaranteed Security or such the Indenture, or any waiver, modification or indulgence granted to the Company Issuer with respect thereto, by the Holder of such the Guaranteed Security or the Trustee, Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Guaranteed Security, increase the interest rate thereon, change the method or methods by which the interest rate thereon is determined or computed in a manner adverse to the Guarantor, increase any premium payable upon prepayment, redemption or repurchase thereof, alter the Stated Maturity thereof, increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article Five of the Indenture or increase the amount of any Redemption Price or any Repurchase Price or change the method or methods by which any Redemption Price or Repurchase Price is determined in a manner adverse to the Guarantor. The Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event or merger, insolvency of merger or bankruptcy of the CompanyIssuer, any right to require require, or any requirement that the Guarantor first institute and prosecute, a proceeding first against the CompanyIssuer to collect any Guaranteed Obligation, protest or notice with respect to such the Guaranteed Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under the Guaranteed Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by strict and complete performance payment in full of the obligations contained in such Security and this Guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal of, any premium or premium, if any, and interest on, such Security, or other amount payable in respect thereof, legal proceedings may be instituted immediately by the Trustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the CompanyGuaranteed Security. The Guarantor shall be subrogated to all rights of the Holder of such Guaranteed Security and the Trustee against the Company Issuer in respect of any amounts paid to such Holder by the Guarantor on account of such Security pursuant to the provisions of this Guarantee or the IndentureGuarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such that right of subrogation until the principal of, and any premium premium, if any, and interest on, and on all other amounts payable in respect of, all Guaranteed Securities of the Series of which the Guaranteed Security is a part issued under such Indenture shall have been paid in full. No reference herein to such Indenture and no provision provisions of this Guarantee or of such Indenture shall alter or impair the guarantee guarantees of the Guarantor, which is are absolute and unconditional, of the due and punctual payment of the principal of, any premium premium, if any, and interest on, and all other amounts payable in any sinking fund or analogous payments with respect ofto, the Guaranteed Security. The Guarantor further agrees to be bound by all of the provisions of the Guaranteed Security upon which this Guarantee is endorsedand the Indenture applicable to it. This Guarantee shall not be valid or obligatory create an obligation of the Guarantor for any purpose until the certificate of authentication of the Guaranteed Security upon which this Guarantee is endorsed shall have been manually executed by or on behalf of the Trustee under such Indenture. All terms used and not otherwise defined in this Guarantee which that are defined in such Indenture shall have the respective meanings assigned ascribed to them in such Indenture. This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. This Executed and dated as of the date of the Guaranteed Security to which this Guarantee is an unsecured obligation of the Guarantorannexed or on which this Guarantee is endorsed. WAL-MART STORES, and ranks pari passu with all other unsubordinated indebtedness of the Guarantor.INC. By:_____________________________ Name: Title: ARTICLE THREE The Securities