EXHIBIT 4.2
FORM OF GUARANTEE
OF
WAL-MART STORES, INC.
For value received, Wal-Mart Stores, Inc., a Delaware corporation, having
its principal executive offices at 000 X.X. 0xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx
00000 (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 endorsed (the "Guaranteed Security")), hereby
unconditionally and irrevocably guarantees to the Holder of the Guaranteed
Security and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of, premium, if any, and interest on 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 the due and punctual payment of any
other amounts due and payable to the Holder of the Guaranteed Security pursuant
to the terms of the Guaranteed Security (the "Guaranteed Obligations"), when and
as the same shall become due and payable, whether on the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, according to the
terms of the Guaranteed Security and of the Indenture referred to therein (as
amended and supplemented from time to time, the "Indenture").
If [insert here the name of the Applicable Issuer], a Cayman Islands
limited liability company (herein called the "Issuer," which term includes any
successor Person thereto under such Indenture), fails to pay punctually any
Guaranteed Obligation, the Guarantor hereby agrees to pay that Guaranteed
Obligation, or to cause that Guaranteed Obligation to be paid, punctually when
and as the same shall become due and payable, whether on the Stated Maturity or
any declaration of acceleration, call for redemption, exercise of any Repurchase
Right of the Holders or otherwise, and as if such payment were made by the
Issuer.
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 the Guaranteed Security or the Indenture,
any failure to enforce the provisions of the Guaranteed Security or
the Indenture, or any waiver, modification or indulgence granted to the Issuer
with respect thereto, by the Holder of the Guaranteed Security or the 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 diligence, presentment, demand for payment,
filing of claims with a court in the event of merger or bankruptcy of the
Issuer, any right to require, or any requirement that the Guarantor first
institute and prosecute, a proceeding against the Issuer to collect any
Guaranteed Obligation, protest or notice with respect to 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
payment in full of the principal of, premium, if any, and interest on the
Guaranteed Security.
The Guarantor shall be subrogated to all rights of the Holder of such
Guaranteed Security and the Trustee against the Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, that right of
subrogation until the principal of, premium, if any, and interest on 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 provisions of this Guarantee
or of such Indenture shall alter or impair the guarantees of the Guarantor,
which are absolute and unconditional, of the due and punctual payment of the
principal of, premium, if any, and interest on, and any sinking fund or
analogous payments with respect to, the Guaranteed Security.
The Guarantor further agrees to be bound by all of the provisions of the
Guaranteed Security and the Indenture applicable to it.
This Guarantee shall not be valid or create an obligation of the Guarantor
for any purpose until the certificate of authentication of such Guaranteed
Security 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 that are defined
in such Indenture shall have the respective meanings ascribed to them in such
Indenture.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
Executed and dated as of the date of the Guaranteed Security to which their
Guarantee is annexed or on which this Guarantee is endorsed.
WAL-MART STORES, INC.
By:_____________________________
Name:
Title:
