Exhibit 4(a)
REGISTERED SEARS ROEBUCK ACCEPTANCE CORP. REGISTERED
No. FXR- MEDIUM-TERM NOTE SERIES II [(Insert if this
Note is to be a
Global Note)
CUSIP]
(FIXED RATE)
[(To be inserted if this is a Global Note) 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
MATURITY DATE: OF THIS NOTE TO BE REDEEMED AND THE
REDEMPTION PRICE SHALL DECLINE AT
EACH ANNIVERSARY OF THE REDEMPTION
COMMENCEMENT DATE BY
INTEREST PAYMENT DATES: % OF THE PRINCIPAL AMOUNT OF THIS
NOTE TO BE REDEEMED UNTIL THE
REDEMPTION PRICE IS 100% OF SUCH
PRINCIPAL
OTHER PROVISIONS: AMOUNT.
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 II
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 II" (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.
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 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.