REGISTERED SEARS ROEBUCK ACCEPTANCE CORP. REGISTERED
No. FR- MEDIUM-TERM NOTE SERIES I CUSIP
(FIXED RATE-PUT OPTION)
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 OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
ORIGINAL ISSUE DATE: REDEMPTION DATE:
INTEREST RATE: REDEMPTION PRICE:
INTEREST PAYMENT DATES: NOTICE PERIOD:
MATURITY DATE: NOTICE METHOD:
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 (and premium, if any), and interest
on, this Note (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 Canton, Massachusetts 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 proposes 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. $100,000 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 corporate
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.
This Note may be redeemed, whether or not any other Note is
concurrently redeemed, at the option of the Holder hereof, as a
whole, or in part in integral multiples of $1,000, on any
specified Redemption Date, upon delivery of notice as provided
herein during the Notice Period specified above to the Company,
at the Redemption Price specified above (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). Notices shall be deemed delivered upon receipt when sent
by certified mail, return receipt requested, or by courier, to
the Company, Attention: President, 3711 Kennett Pike,
Greenville, Delaware 19807. If notice by facsimile transmission
is specified above, such notice also will be deemed delivered
when received, such receipt to be confirmed orally by an
authorized representative of the party to whom the notice is
directed, by facsimile transmission to the President at (302)
888-3150, or such other facsimile transmission numbers as may be
specified to the Holder in writing. Each notice of redemption
shall specify the applicable Redemption Date, the certificate
number of this Note and the principal amount of this Note. Any
notice of redemption given by the Holder hereof shall be
effective only if this Note is delivered to The Chase Manhattan
Bank, N.A., 1 Chase Plaza, New York, New York, Attention:
Institutional Trust Window, or such other address of which the
Company shall from time to time notify the Holder of this Note,
not later than the second Business Day following receipt of such
notice by the Company. 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.
Anything herein to the contrary notwithstanding, if the Holder
of this Note is a Depository or a nominee of a Depository, any
such redemption shall be made (and notice thereof 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.
On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a paying agent (or, if the
Company is acting as its own paying agent, segregate and hold in
trust as provided in the Indenture) an amount of money
sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued
interest on, this Note.
Notice of redemption having been given as aforesaid, this
Note shall, on the Redemption Date, become due and payable at
the Redemption Price herein specified, and from and after such
date (unless the Company shall default on the payment of the
Redemption Price and accrued interest) this Note shall cease to
bear interest. Upon surrender of this Note for redemption in
accordance with said notice, this Note shall be paid by the
Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holder of this Note, registered as
such at the close of business on the relevant Regular or Special
Record Date according to the terms hereof and the provisions of
Section 2.7 of the Indenture. If this Note is called for
redemption and shall not be so paid upon surrender hereof, the
principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate prescribed above.
Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 of the Indenture
shall not apply to this Note.
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 the 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 all or substantially all of the assets 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.)