REGISTERED SEARS ROEBUCK ACCEPTANCE CORP. REGISTERED
No. FXR- MEDIUM-TERM NOTE SERIES I CUSIP
(FIXED RATE)
Except as otherwise provided in Section 2.10 of the
Indenture, this Note may be transferred, in whole but not in
part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository.
Unless this Note is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the Company or its agent for
registration of transfer, exchange or payment, and any Note
issued upon registration of transfer of, or in exchange for,
or in lieu of, this Note is registered in the name of Cede &
Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any
payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OF OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
ORIGINAL ISSUE DATE: REDEMPTION COMMENCEMENT DATE:
INTEREST RATE:
REDEMPTION PRICE: IF A REDEMPTION COMMENCEMENT DATE IS
SPECIFIED ABOVE, THE REDEMPTION PRICE SHALL BE % OF
THE PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED AND THE
REDEMPTION PRICE SHALL DECLINE AT EACH ANNIVERSARY OF THE
REDEMPTION COMMENCEMENT DATE BY % OF THE PRINCIPAL
AMOUNT OF THIS NOTE TO BE REDEEMED UNTIL THE REDEMPTION
PRICE IS 100% OF SUCH PRINCIPAL AMOUNT.
MATURITY DATE: INTEREST PAYMENT DATES:
OTHER PROVISIONS:.
Sears Roebuck Acceptance Corp., a corporation duly
organized and existing under the laws of the State of Delaware
(herein referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
or registered assigns, upon presentation and surrender of this
Note, on the Maturity Date shown above (except to the extent
redeemed prior to the Maturity Date) at the office or agency
of the Company in the Borough of Manhattan of The City of New
York, or, at the option of the Holder, such office or agency,
if any, maintained by the Company in the city in which the
principal executive offices of the Company are located or the
city in which the principal corporate trust office of the
Trustee is located, the principal sum of
_________________ ________________________________
Principal Amount Specified Currency
and to pay interest thereon at the rate per annum shown above.
This Note will bear interest from the Original Issue Date
specified above or from the most recent Interest Payment Date
to which interest on this Note has been paid or duly provided
for. Unless otherwise specified above, interest will be
computed on the basis of a 360-day year of twelve 30-day
months.
Interest on this Note shall be payable on the Interest
Payment Dates and on the Maturity Date indicated above (or the
date of redemption), except that if this Note was originally
issued between a Regular Record Date and an Interest Payment
Date, the first payment of interest will be made on the
Interest Payment Date following the next succeeding Regular
Record Date to the registered Holder on such next succeeding
Regular Record Date. If any Interest Payment Date falls on a
day that is not a Business Day, the interest payment shall be
postponed to the next succeeding Business Day, and no interest
on such payment shall accrue for the period from and after the
Interest Payment Date. If the Maturity Date of this Note
falls on a day that is not a Business Day, the payment of
interest and principal may be made on the next succeeding
Business Day with the same force and effect as if made at
maturity, and no interest on such payment shall accrue for the
period from and after the Maturity Date.
The Regular Record Date shall be the May 1 and November
1 next preceding any May 15 or November 15 Interest Payment
Date and the date 15 calendar days prior to any other Interest
Payment Date, whether or not such date shall be a Business
Day.
"Business Day" as used herein means each Monday, Tuesday,
Wednesday, Thursday, and Friday which is not a legal holiday
for banking institutions in any of the City of Wilmington,
Delaware, the City of Chicago, The City of New York or the
city in which the principal corporate trust office of the
Trustee is located and, if this Note is denominated in a
currency other than Dollars, in
____________________________________________________________.
Principal Financial Center of Country Issuing Currency
Payments of interest with respect to any Interest Payment
Date or Maturity Date (or date of redemption) will include
interest accrued to, but excluding, such Interest Payment Date
or Maturity Date (or date of redemption).
The principal of (and premium, if any), and interest on,
this Note is payable by the Company in the Specified Currency.
Interest payable on any Interest Payment Date (other than
Defaulted Interest) shall be payable to the person who is the
registered Holder at the close of business on the immediately
preceding Regular Record Date. Interest payable upon
redemption or at maturity (other than a redemption or maturity
occurring on an Interest Payment Date) will be paid to the
same person to whom the principal amount of this Note is
payable.
Payment of principal of (and premium, if any), and
interest on, this Note on any day (if the Holder of this Note
is a Depository as defined in the Indenture referred to on the
reverse hereof or a nominee of such a Depository) will be made
in accordance with any applicable provisions of such written
agreement between the Company, the Trustee and such Depository
(or its nominee) as may be in effect from time to time or (if
the Holder of this Note holds an aggregate principal amount of
$10,000,000 or more of Notes with respect to which such
payment of principal (and premium, if any) or interest, as
applicable, is to be made on such day) will be made by wire
transfer if the Holder shall have designated in writing to the
Trustee an account with a bank located in the country issuing
the Specified Currency or such other country as shall be
satisfactory to the Company and the Trustee. If payment of
interest is to be made by wire transfer, such information must
be received by the Trustee at its corporate trust office in
the Borough of Manhattan of The City of New York on or prior
to the Regular Record Date for an Interest Payment Date. The
Trustee will, subject to applicable laws and regulations and
until it receives notice to the contrary, make such payment to
such Holder by wire transfer to the designated account. If a
payment of interest is not made in accordance with such a
written agreement or by wire transfer, payment will be made by
check. Checks for payment of interest on an Interest Payment
Date will be mailed to the Holder at the address of such
Holder appearing on the Security Register on the applicable
Regular Record Date.
To receive payment of a U.S. dollar denominated Note upon
redemption or at maturity, a Holder must make presentation and
surrender of such Note on or before the Redemption Date or
Maturity Date, as applicable. Payment (other than payment in
accordance with a written agreement between the Company, the
Trustee and a Depository (or its nominee) as set forth above)
will be made by check unless proper wire instructions are on
file with the Trustee or are received at presentment. To
receive payment of a Note denominated in a Foreign Currency
upon redemption or at maturity, a Holder must make
presentation and surrender not less than two Business Days
prior to the Redemption Date or Maturity Date, as applicable.
Upon presentation and surrender of a Note denominated in a
Foreign Currency at any time after the date two Business Days
prior to the Redemption Date or Maturity Date, as applicable,
the Company will pay the principal amount (and premium, if
any) of such Note, and any interest due upon redemption or at
maturity (unless the Redemption Date or Maturity Date is an
Interest Payment Date), two Business Days after such
presentation and surrender.
The Company will pay any administrative costs imposed by
banks in connection with sending payments by wire transfer,
but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holders of the Notes in respect
of which payments are made.
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, and such further
provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or become valid
or obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf
of the Trustee under such Indenture.
IN WITNESS WHEREOF, the Company has caused this
Instrument to be duly executed under its corporate seal.
Dated: SEARS ROEBUCK ACCEPTANCE CORP.
By
CERTIFICATE OF AUTHENTICATION
This is one of the Notes President
designated and referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, N.A.
as Trustee By
By
Authorized Signatory Vice President, Finance and
Assistant Secretary
SEARS ROEBUCK ACCEPTANCE CORP.
Medium-Term Note Series I
This Note is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of
the Company (hereinafter called the "Securities") of the
series hereinafter specified, unlimited in aggregate principal
amount, all issued or to be issued under or pursuant to an
indenture dated as of May 15, 1995, executed between the
Company and THE CHASE MANHATTAN BANK, N.A., as Trustee; to
which indenture and all indentures supplemental thereto
(herein collectively called the "Indenture") reference is
hereby made for a specification of the rights and limitation
of rights thereunder of the Holders of the Securities, the
rights and obligations thereunder of the Company and the
rights, duties and immunities thereunder of the Trustee. The
Securities may be issued in one or more series, which
different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different
covenants and defaults and may otherwise vary as in the
Indenture provided. This Note is one of a series designated
as the "Medium-Term Notes Series I" (hereinafter referred to
as the "Notes") of the Company, unlimited in aggregate
principal amount. All terms used in this Note which are
defined in the Indenture and which are not otherwise defined
in this Note shall have the meanings assigned to them in the
Indenture.
The Notes are issuable only in registered form without
coupons and will be either (a) Book-Entry Notes represented by
one or more global notes (each a "Global Note") recorded in
the book-entry system maintained by the Depository or (b)
certificated notes issued to, and registered in the names of,
the beneficial owners or their nominees ("Certificated
Notes"). Notes are issuable in minimum denominations of (i)
in the case of Notes denominated in Dollars, U.S. $1,000 and
in any larger amount in integral multiples of $1,000 and (ii)
in the case of Notes denominated in any Foreign Currency, the
equivalent in such Foreign Currency determined in accordance
with the Market Exchange Rate for such Foreign Currency on the
Business Day immediately preceding the date on which the
Company accepts an offer to purchase a Note, of U.S. $1,000
(rounded to an integral multiple of 1,000 units of the Foreign
Currency), and in any larger amount. In the manner and
subject to the limitations provided in the Indenture, the
Global Notes or Certificated Notes are exchangeable, without
charge except for any tax or other governmental charge imposed
in relation thereto, for other Notes of authorized
denominations for a like aggregate principal amount, at the
office or agency of the Company in the Borough of Manhattan of
The City of New York, or, at the option of the Holders
thereof, such office or agency, if any, maintained by the
Company in the city in which the principal executive offices
of the Company are located or the city in which the principal
corporate trust office of the Trustee is located.
Unless this Note is denominated in Dollars, in the event
that the currency in which this Note is denominated is not
available for payment at a time at which any payment is
required hereunder due to the imposition of exchange controls
or other circumstances beyond its control, the Company may, in
full satisfaction of its obligation to make such payment, make
instead a payment in an equivalent amount of Dollars,
determined in accordance with the Market Exchange Rate for
such currency on the latest date for which such rate was
established on or before the date on which payment is due, and
such substituted payment of Dollars shall not constitute a
default under this Note or the Indenture.
If a Redemption Commencement Date is specified above,
this Note may be redeemed, whether or not any other Note is
concurrently redeemed, at the option of the Company, as a
whole, or from time to time in part, on any Business Day on or
after the Redemption Commencement Date and prior to the
Maturity Date, upon mailing by first-class mail, postage
prepaid, a notice of such redemption not less than 30 nor more
than 60 days prior to the Redemption Date, to the Holder of
this Note at his address appearing in the Security Register,
as provided in the Indenture (provided that, if the Holder of
this Note is a Depository or a nominee of a Depository,
notice of such redemption shall be given in accordance with
any applicable provisions of such written agreement between
the Company, the Trustee and such Depository (or its nominee)
as may be in effect from time to time), at the Redemption
Price specified on the face of this Note (expressed in
percentages of the principal amount hereof to be redeemed)
together in each case with interest accrued to the Redemption
Date (subject to the right of the Holder of record on a
Regular Record Date to receive interest due on an Interest
Payment Date). In the event of redemption of this Note in
part only, a new Note or Notes of this series, and of like
tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
In case a default, as defined in the Indenture, shall occur
and be continuing with respect to the Notes, the
principal amount of all Notes then outstanding under the
Indenture may be declared or may become due and payable upon
the conditions and in the manner and with the effect provided
in the Indenture. The Indenture provides that such
declaration may in certain events be annulled by the Holders
of a majority in principal amount of the Notes outstanding.
To the extent permitted by, and as provided in, the
Indenture, modifications or alterations of the Indenture, or
of any indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may
be made with the consent of the Company by the affirmative
vote or consent of the Holders of not less than a majority in
principal amount of the Securities then outstanding (as
defined in the Indenture) of each series to be affected,
evidenced as in the Indenture provided; provided, however,
that no such modification or alteration shall (i) change the
stated maturity of the principal of (and premium, if any), or
interest on, any Security, or reduce the principal amount of
(and premium, if any), or the rate of interest on, any
Security, or change the Currency in which the principal of
(and premium, if any), or interest on, such Security is
denominated or payable, or reduce the amount of the principal
of an Original Issue Discount Security that would be payable
upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.1 of the Indenture without the consent
of the Holder of each outstanding Security so affected, or
(ii) reduce the percentage of Securities, the vote or consent
of the Holders of which is required for such modifications and
alterations, without the consent of the Holders of all
Securities affected. The Indenture also provides that the
Holders of a majority in principal amount of the Securities of
any series then outstanding may waive any past default with
respect to Securities of such series under the Indenture and
its consequences, except a default in the payment of the
principal of (or premium, if any), or interest on, any of the
Securities.
This Note is transferable by the registered Holder hereof
or by his attorney duly authorized in writing at the office or
agency of the Company in the Borough of Manhattan of The City
of New York or, at the option of the Holder hereof, such
office or agency, if any, maintained by the Company in the
city in which the principal executive offices of the Company
are located or the city in which the principal corporate trust
office of the Trustee is located, without charge except for
any tax, assessment or other governmental charge imposed in
relation thereto, but only in the manner and subject to the
limitations provided in the Indenture and upon surrender of
this Note. Upon any such transfer a Note or Notes of
authorized denominations for a like aggregate principal amount
and bearing a number not contemporaneously outstanding will be
issued in exchange herefor.
The Company, the Trustee, any Authenticating Agent, any
paying agent and any Security registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether
or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon by anyone other
than the Company or any Security registrar) for the purpose of
receiving payment of or on account of the principal hereof
(and premium, if any), and interest hereon, and for all other
purposes, and neither the Company, the Trustee, an
Authenticating Agent, a paying agent nor the Security
registrar shall be affected by any notice to the contrary.
All such payments shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the
sum or sums so paid.
No recourse shall be had for the payment of the principal
of (or premium, if any), or interest on, this Note or for any
claim based hereon or otherwise in any manner in respect
hereof, or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present
or future, of the Company or of any predecessor or successor
corporation, whether by virtue of any constitutional provision
or statute or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such
liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the
issue hereof. In the event of any sale or transfer of its
assets and liabilities substantially as an entirety to a
successor corporation, the predecessor corporation may be
dissolved and liquidated as more fully set forth in the
Indenture.
All Dollar amounts used in or resulting from calculations
referred to in this Note shall be rounded to the nearest cent
(with one half cent being rounded upwards).
This Note shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
_______________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
____________________________________________________________
(Print or type assignee's name, address and zip code)
____________________________________________________________
____________________________________________________________
____________________________________________________________
and irrevocably appoint
____________________________________________________agent
to transfer this Note on the books of the Company. The agent
may substitute another to act for him.
Date _______________ Your signature _____________________
____________________________________________________________
(Sign exactly as your name appears on the other side of this
Note. The signature to this assignment must be guaranteed by
a commercial bank or trust company having its principal office
or a correspondent in The City of New York or by a member of
The New York Stock Exchange.