Exhibit 4.2
REGISTERED SEARS ROEBUCK ACCEPTANCE CORP. REGISTERED
No. FXR- MEDIUM-TERM NOTE SERIES IV CUSIP
(FIXED RATE)
[Except as otherwise provided in Section 2.10 of the Indenture
referred to on the reverse hereof, 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:
INTEREST RATE: %
REDEMPTION COMMENCEMENT DATE:
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.
STATED REDEMPTION DATE(S) AND REDEMPTION PRICE(S):
Stated Redemption Redemption Price if Redeemed Redemption
Date at the Option of Company Price if
Repaid at Option
of Holder
IF ONE OR MORE STATED REDEMPTION DATES ARE SPECIFIED ABOVE, THE
REDEMPTION PRICE SHALL BE THE PERCENTAGE OF THE PRINCIPAL AMOUNT
OF THIS NOTE TO BE REDEEMED OR REPAID AS REFLECTED ABOVE.
REDEEMABLE AT OPTION OF: [THE COMPANY,] [THE HOLDER,] OR [THE
COMPANY OR THE HOLDER]
NOTICE PROVISIONS FOR REDEMPTION ON A STATED REDEMPTION DATE:
MATURITY DATE:
INTEREST PAYMENT DATES: FEBRUARY 15 AND AUGUST 15, COMMENCING
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 February 1 and August
1 next preceding any February 15 or August 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 or Friday which is not a legal holiday for
banking institutions in any of the City of Wilmington, Delaware,
the City of Chicago, Illinois The City of New York, New York or
the city in which the principal corporate trust office of the
Trustee is located or, 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 (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 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 such Note 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.
CERTIFICATE OF AUTHENTICATION By
This is one of the Notes designated and
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, President
as Trustee
By By
Authorized Signatory
Vice President and
Assistant Secretary
SEARS ROEBUCK ACCEPTANCE CORP.
Medium-Term Note Series IV
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, 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 IV" (hereinafter referred to as the "Notes") of the
Company, of up to $1,750,000,000 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.
For purposes of the Notes, the term "Fixed Charge Coverage
and Ownership Agreement" shall mean the Fixed Charge Coverage and
Ownership Agreement as extended by the Extension Agreement
relating to debt securities of which the Notes are a part.
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 integral multiples of 1,000 units. 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 such Holder's
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). If a Stated
Redemption Date or Stated Redemption Dates are specifed above,
this Note may be redeemed or repaid, whether or not any other
Note is concurrently redeemed or repaid, at the option of the
Company, the Holder, or either the Company or the Holder, as
specified above, as a whole or in part, on such Stated
Redemption Date, at the Redemption Price set forth in the table
above (expresed 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) upon delivery of the notice specified above. 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 without the consent of any Holders of Notes, for the
limited purposes described in Section 11.1 of the Indenture.
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 provided
in the Indenture; 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 (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 notice
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
none of 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 under or upon any obligation, covenant or
agreement of the Indenture or of this Note, or for any claim
based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly understood that the Indenture and this Note are solely
corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred
by the incorporators, stockholders, officers or directors, as
such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness authorized by
the Indenture, or under or by reason of the obligations,
covenants or agreements contained in the Indenture or this Note
or implied thereform; and that any and all such personal
liability, either at common law or in equity or by constitution
or statute, or, any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness authorized by
the Indenture, or under or by reason of the obligations,
covenants or agreements contained in the Indenture or this Note
or implied therefrom, are, by acceptance of this Note, hereby
expressly waived and released as a condition of, and as
consideration for, the issue of this Note. 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.