Exhibit 4
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number $.............
SEARS ROEBUCK ACCEPTANCE CORP.
6.90% Note due August 1, 2003
6.90% 6.90%
Due 2003 Due 2003
Sears Roebuck Acceptance Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), for value received, hereby promises to pay
to , or registered assigns, the
principal sum of Dollars upon
presentation and surrender of this Note, on the first day of
August, 2003, at the office or agency of the Company in the
Borough of Manhattan in 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, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts, and to pay
interest on said principal sum at the rate of 6.90% per annum,
either, at the option of the Company, by check mailed to the
address of the person entitled thereto as such address shall
appear on the Security Register or at either of such
offices or agencies, in like coin or currency, from the February
1 or August 1, as the case may be, next preceding the date
hereof to which interest has been paid on the Notes referred to
on the reverse hereof (unless the date hereof is the date to
which interest has been paid on such Notes, in which case from
the date hereof, or unless the date hereof is prior to February
1, 1997, in which case from August 9, 1996), semiannually,
commencing on February 1, 1997, on February 1 and August 1, until
payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if this Note is
dated after any January 15 and before the following February 1,
or after any July 15 and before the following August 1, then this
Note shall bear interest from such following February 1 or August
1, provided, however, that if the Company shall default in the
payment of interest due on such following February 1 or August 1,
this Note shall bear interest from the next preceding February 1
or August 1 to which interest has been paid on such Notes, or if
no interest has been paid on such Notes, then from August 9,
1996. The interest so payable on any February 1 or August 1
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on the
January 15 prior to such February 1 or the July 15 prior to such
August 1. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holder on such Interest Payment Date, and may be paid
to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to Noteholders not less than 10 days prior to such
Special Record Date, or may be paid, at any time in any other
lawful manner, all as more fully provided in such
Indenture.
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 any indenture
supplemental thereto, 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: _____________________________
President
By: _____________________________
Vice President, Finance and
Assistant Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, N.A.
as Trustee
By:
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6.90% Note due August 1, 2003
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 sinking,
purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary
as in the Indenture provided. This Note is one of a series
designated as the "6.90% Notes due August 1, 2003" of the
Company, limited in aggregate principal amount to $250,000,000
(hereinafter referred to as the "Notes"). All terms used in this
Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
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, indentures supplemental thereto may be entered into
with the consent of the Company and with the consent of the
Holders of not less than a majority in principal amount of the
outstanding Securities (as defined in the Indenture) of each
series to be affected; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of (and premium, if any, on), or the interest on,
any Security, or reduce the principal amount of (and premium, if
any, on), 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 Securities 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 aforesaid percentage of Securities
of any series the Holders of which are required to consent to any
such supplemental indenture, without the consent of the Holders
of each outstanding Security affected thereby.
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 under the Indenture and
its consequences, except a default in the payment of the
principal of or interest or premium, if any, on any of the
Securities.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the place,
at the respective times, at the rate, and in the currency, herein
prescribed.
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 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 Notes are issuable only as registered Notes without
coupons, in denominations of $1,000 and any multiple of $1,000.
In the manner and subject to the limitations provided in the
Indenture, 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 Holder hereon, 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 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
interest hereon and for all other purposes, and neither the
Company, the Trustee, an Authenticating Agent, a paying agent nor
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 the 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.
1 Incorporated by reference to attached form of security.