Common use of CUSIP No Clause in Contracts

CUSIP No. SEARS RXXXXXX ACCEPTANCE CORP. 7.50% Note due October 15, 2027 7.50% 7.50% Due 2027 Due 2027 Sears Rxxxxxx 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 fifteenth day of October, 2027, 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, 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 7.50% 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 April 15 or October 15, 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 April 15, 1998, in which case from September 30, 1997), semiannually, commencing on April 15, 1998, on April 15 and October 15, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if this Note is dated after any April 1 and before the following April 15, or after any October 1 and before the following October 15, then this Note shall bear interest from such following April 15 or October 15, provided, however, that if the Company shall default in the payment of interest due on such following April 15 or October 15, this Note shall bear interest from the next preceding April 15 or October 15 to which interest has been paid on such Notes, or if no interest has been paid on such Notes, then from September 30, 1997. The interest so payable on any April 15 or October 15 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 April 1 prior to such April 15 or the October 1 prior to such October 15. 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. The Notes will not be redeemable prior to October 15, 2007. Thereafter, the Notes will be subject to redemption at any time at the option of the Company as a whole or from time to time in part upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date. If the Notes are redeemed during the twelve month period beginning on October 15 of the years indicated below, the Redemption Prices will be: Year Redemption Price 2007 103.676% 2008 103.308% 2009 102.941% 2010 102.573% 2011 102.206% 2012 101.838% 2013 101.470% 2014 101.103% 2015 100.735% 2016 100.368% 2017 and thereafter 100.000% 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.

CUSIP No. SEARS RXXXXXX ACCEPTANCE CORP695257 AA3 $ ------------------------- ISIN No. 7.50% Note due October 15US695257AA39 PAXXXX XXXXXXXXXXX, 2027 7.50% 7.50% Due 2027 Due 2027 Sears Rxxxxxx Acceptance Corp., a corporation x xxxxxration organized and existing under the laws of the State of Delaware (hereinafter called the "Company"," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to , __________ or registered assigns, the principal sum of _________ Dollars upon presentation and surrender of this Noteon July 15, on the fifteenth day of October, 2027, 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 located2012, in such any coin or currency of the United States of America as which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest on said principal sum thereon at the rate of 7.50% per annum, either, at annum specified in 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, title hereof in like coin or currency, from the April January 15 or October 15, as the case may be, July 15 next preceding the date hereof to which interest has been paid on the Notes referred to on the reverse hereof (paid, unless the date hereof is the date a January 15 or July 15 to which interest on the Notes has been paid on such Notespaid, in which case from the date hereof, or unless no interest has been paid on the Notes since the original issue date hereof is prior to April 15, 1998(hereinafter referred to) of this Note, in which case from September 30the original issue date, 1997), semiannually, semi-annually in arrears on January 15 and July 15 in each year commencing on April January 15, 1998, on April 15 and October 152008, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 5.875% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Notes, if this Note the date hereof is dated after any April January 1 or July 1 and before prior to the following April January 15 or July 15, or after any October 1 and before as the following October 15case may be, then this Note shall bear interest from such following April January 15 or October and July 15, or, if no interest has been paid on the Notes since the original issue date of this Note, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such following April January 15 or October July 15, then this Note shall bear interest from the next preceding April January 15 or October July 15 to which interest has been paid on such Notesor, or if no interest has been paid on such Notesthe Notes since the original issue date of this Note, then from September 30, 1997the original issue date. The interest so payable on any April January 15 or October July 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to on the reverse hereofto, be paid to the person in whose name this Note is registered at the close of business on the April January 1 prior to or July 1, as the case may be, next preceding such April January 15 or July 15, or if such January 1 or July 1 is not a business day, the October business day next preceding such January 1 prior to such October 15or July 1. Any such Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. Both principal of and interest not so punctually paid on this Note are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of principal or duly provided for shall forthwith cease to be payable to the registered holder on such Interest Payment Date, and interest 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 Trusteemade, 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. The Notes will not be redeemable prior to October 15, 2007. Thereafter, the Notes will be subject to redemption at any time at the option of the Company as a whole Company, by wire transfer or from time to time in part upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest thereon by check mailed to the applicable redemption dateaddress of the person entitled thereto as such address shall appear on the Note register. If The original issue date in respect of the Notes are redeemed during the twelve month period beginning on October 15 of the years indicated belowis June 25, the Redemption Prices will be: Year Redemption Price 2007 103.676% 2008 103.308% 2009 102.941% 2010 102.573% 2011 102.206% 2012 101.838% 2013 101.470% 2014 101.103% 2015 100.735% 2016 100.368% 2017 and thereafter 100.000% 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 place2007. ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH 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 hereafter referred to on the reverse hereof or any indenture supplemental theretoto, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication hereon shall have been signed by or on behalf of the Trustee under such Indentureendorsed hereon.

CUSIP No. SEARS RXXXXXX ACCEPTANCE CORP. 7.506.875% Note due October 15, 2027 7.502017 6.875% 7.506.875% Due 2027 2017 Due 2027 2017 Sears Rxxxxxx 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 fifteenth day of October, 20272017, 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, 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 7.506.875% 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 April 15 or October 15, 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 April 15, 1998, in which case from September 30October 8, 1997), semiannually, commencing on April 15, 1998, on April 15 and October 15, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if this Note is dated after any April 1 and before the following April 15, or after any October 1 and before the following October 15, then this Note shall bear interest from such following April 15 or October 15, provided, however, that if the Company shall default in the payment of interest due on such following April 15 or October 15, this Note shall bear interest from the next preceding April 15 or October 15 to which interest has been paid on such Notes, or if no interest has been paid on such Notes, then from September 30October 8, 1997. The interest so payable on any April 15 or October 15 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 April 1 prior to such April 15 or the October 1 prior to such October 15. 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. The Notes will If any Interest Payment Date of the Maturity Date falls on a day that is not a Business Day, the interest or principal pament shall be redeemable prior to October 15made on the next day that is a Business Day, 2007and no interest on such payment shall accrue for the period from and after the Interest Payment Date or the Maturity Date. Thereafter, Interest on the Notes will be subject to redemption at any time at computed on the option basis of the Company as a whole or from time to time in part upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as a percentage 360-day year of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption datetwelve 30-day months. If the Notes are redeemed during the twelve month period beginning on October 15 of the years indicated below, the Redemption Prices will be: Year Redemption Price 2007 103.676% 2008 103.308% 2009 102.941% 2010 102.573% 2011 102.206% 2012 101.838% 2013 101.470% 2014 101.103% 2015 100.735% 2016 100.368% 2017 and thereafter 100.000% 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.

CUSIP No. SEARS RXXXXXX XXXXXXX ACCEPTANCE CORP. 7.506.75% Note due October January 15, 2027 7.502028 6.75% 7.506.75% Due 2027 2028 Due 2027 2028 Sears Rxxxxxx Xxxxxxx 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 fifteenth day of OctoberJanuary, 20272028, 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, 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 7.506.75% 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 April January 15 or October July 15, 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 April July 15, 1998, in which case from September 30January 13, 19971998), semiannually, commencing on April July 15, 1998, on April January 15 and October July 15, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if this Note is dated after any April January 1 and before the following April January 15, or after any October July 1 and before the following October July 15, then this Note shall bear interest from such following April January 15 or October July 15, provided, however, that if the Company shall default in the payment of interest due on such following April January 15 or October July 15, this Note shall bear interest from the next preceding April January 15 or October July 15 to which interest has been paid on such Notes, or if no interest has been paid on such Notes, then from September 30January 13, 19971998. The interest so payable on any April January 15 or October July 15 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 April January 1 prior to such April January 15 or the October July 1 prior to such October July 15. 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. The Notes will If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the interest or principal payment shall be redeemable prior to October 15made on the next day that is a Business Day, 2007and no interest on such payment shall accrue for the period from and after the Interest Payment Date or the Maturity Date. Thereafter, Interest on the Notes will be subject to redemption at any time at computed on the option basis of the Company as a whole or from time to time in part upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as a percentage 360-day year of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption datetwelve 30-day months. If the Notes are redeemed during the twelve month period beginning on October 15 of the years indicated below, the Redemption Prices will be: Year Redemption Price 2007 103.676% 2008 103.308% 2009 102.941% 2010 102.573% 2011 102.206% 2012 101.838% 2013 101.470% 2014 101.103% 2015 100.735% 2016 100.368% 2017 and thereafter 100.000% 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.

CUSIP No. SEARS RXXXXXX ACCEPTANCE CORP. 7.506.70% Note due October 15September 18, 2027 7.502007 6.70% 7.506.70% Due 2027 2007 Due 2027 2007 Sears Rxxxxxx 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 fifteenth eighteenth day of OctoberSeptember, 20272007, 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, 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 7.506.70% 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 April 15 March 18 or October 15September 18, 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 April 15March 18, 1998, in which case from September 3023, 1997), semiannually, commencing on April 15March 18, 1998, on April 15 March 18 and October 15September 18, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if this Note is dated after any April March 1 and before the following April 15March 18, or after any October September 1 and before the following October 15September 18, then this Note shall bear interest from such following April 15 March 18 or October 15September 18, provided, however, that if the Company shall default in the payment of interest due on such following April 15 March 18 or October 15September 18, this Note shall bear interest from the next preceding April 15 March 18 or October 15 September 18 to which interest has been paid on such Notes, or if no interest has been paid on such Notes, then from September 3023, 1997. The interest so payable on any April 15 March 18 or October 15 September 18 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 April March 1 prior to such April 15 March 18 or the October September 1 prior to such October 15September 18. 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. The Notes will not be redeemable prior to October 15, 2007. Thereafter, the Notes will be subject to redemption at any time at the option of the Company as a whole or from time to time in part upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date. If the Notes are redeemed during the twelve month period beginning on October 15 of the years indicated below, the Redemption Prices will be: Year Redemption Price 2007 103.676% 2008 103.308% 2009 102.941% 2010 102.573% 2011 102.206% 2012 101.838% 2013 101.470% 2014 101.103% 2015 100.735% 2016 100.368% 2017 and thereafter 100.000% 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.