Sears Roebuck Acceptance Corp. $2,000,000,000 Medium-Term Notes Series I DISTRIBUTION AGREEMENTDistribution Agreement • October 27th, 1995 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
ARTICLE 2The Credits Section 2.01. Commitments to Lend 15 Section 2.02. Notice of Committed Borrowing 15 Section 2.03. Money Market Borrowings 16 Section 2.04. Notice to Banks; Funding of Loans 20 Section 2.05. Notes 21 Section 2.06. Mandatory...Credit Agreement • March 19th, 1999 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
Exhibit 1(e) UNDERWRITING AGREEMENT MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036Underwriting Agreement • October 15th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
date] Sears Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, Delaware 19807 Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated...Sears Roebuck Acceptance Corp • February 27th, 1996 • Short-term business credit institutions
Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. ("SRAC"), and Sears, Roebuck and Co. shall be expanded to include up to $2 billion aggregate initial offering price of debt securities to be issued by SRAC under Registration Statement No. 33-64215.
EXHIBIT 4(e) THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 3, 2003 (this "First Supplemental Indenture"), is by and among SEARS ROEBUCK ACCEPTANCE CORP., a corporation organized and existing under the laws of the State of Delaware (the...First Supplemental Indenture • November 5th, 2003 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • Delaware
EXECUTION COPY $5,000,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 28, 1997 among Sears Roebuck Acceptance Corp., The Banks Listed Herein, Morgan Guaranty Trust Company of New York, as Agent, The Chase Manhattan Bank, as Senior...Credit Agreement • May 9th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
Exhibit 4(a) ------------------------------------------------------------------ -------------- ---------------------------------------------------------------- ---------------- SEARS ROEBUCK ACCEPTANCE CORP. AND TRUSTEE ---------------- INDENTURE...Sears Roebuck Acceptance Corp • February 27th, 1996 • Short-term business credit institutions
October 16, 1998Pricing Agreement • November 12th, 1998 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
Exhibit 4(b) CONFORMED COPY --------------------------------------------------- ----------------------------- ------------------------------------------------- ------------------------------- SEARS ROEBUCK ACCEPTANCE CORP. AND THE CHASE MANHATTAN...Sears Roebuck Acceptance Corp • February 27th, 1996 • Short-term business credit institutions
Exhibit 1.2 UNDERWRITING AGREEMENT MORGAN STANLEY & CO. INCORPORATED GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York,...Underwriting Agreement • July 9th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
Exhibit 4(jj) [Bank Letterhead] Sears Roebuck Acceptance Corp 3711 Kennett Pike Greenville, DE 19807 Attention: Keith E. Trost [Bank Name and Address] RE: Amended and Restated Credit Agreement dated as of April 28, 1997(as amended, the "Credit...Credit Agreement • March 19th, 1999 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
RE: Amended and Restated Credit Agreement dated as of April 28, 1997(as amended, the "Credit Agreement") among Sears Roebuck Acceptance Corp., the Banks parties thereto, the Senior Managing Agent, Managing Agents, Co-Arrangers, Co-Agents and Lead Managers referred to therein and Morgan Guaranty Trust Company of New York, as Agent.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2003 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Smith Barney Inc. Morgan Stanley & Co. Incorporated UBS Warburg LLC Banc of America Securities LLC Deutsche Bank Securities Inc. RBC Dain Rauscher Inc. Lehman Brothers Inc. McDonald Investments Inc. U.S. Bancorp Piper Jaffray Inc. Wachovia Securities, Inc. Wells Fargo Investment Services, LLC
PRICING AGREEMENT Goldman, Sachs & Co. As Representatives of the several Underwriters named in Schedule I hereto 85 Broad Street New York, New York 10004Pricing Agreement • February 13th, 1998 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
Exhibit 1(d) UNDERWRITING AGREEMENT MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED World Financial Center North Tower New York, New York 10281Underwriting Agreement • October 15th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER...Sears Roebuck Acceptance Corp • May 31st, 2002 • Short-term business credit institutions
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 CEDE & Co., or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) upon presentation and surrender of this Note, on the first day of June, 2032 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 or the City of Luxembourg, 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 7.00% per annum, either, at the option of the Company, by check mai
Sears Roebuck Acceptance Corp. $1,500,000,000 Medium-Term Notes Series VII DISTRIBUTION AGREEMENTDistribution Agreement • May 16th, 2003 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"), proposes to issue and sell from time to time its Medium-Term Notes Series VII (the "Notes") in an aggregate initial offering price up to U.S. $1,500,000,000 (or the equivalent in foreign currency or currency units), and agrees with each person serving as an agent pursuant to this Agreement (individually, an "Agent", and collectively, the "Agents") as set forth herein. Subject to the terms and conditions stated herein, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Notes from the Company and (ii) agrees that whenever it determines to sell Notes directly to any Agent as principal, it will enter into a separate agreement (each a "Terms Agreement"), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 3(b) hereof (unless the Company and such Agent shall otherwise agree).
PRICING AGREEMENTPricing Agreement • May 31st, 2002 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • Delaware
Morgan Stanley & Co. Incorporated Bear, Stearns & Co. Inc. Lehman Brothers Inc. As Representatives of and on behalf of the several Underwriters named in Schedule I hereto
February 26, 1998Pricing Agreement • March 6th, 1998 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
PRICING AGREEMENTPricing Agreement • July 9th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
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...Sears Roebuck Acceptance Corp • April 28th, 2003 • Short-term business credit institutions • Delaware
THIS NOTE IS A "GLOBAL SECURITY" WITHIN THE MEANING OF THE INDENTURE DATED AS OF OCTOBER 1, 2002 BETWEEN SEARS ROEBUCK ACCEPTANCE CORP. AND BNY MIDWEST TRUST COMPANY (THE "INDENTURE"), AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE FOR THE DEPOSITORY TRUST COMPANY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO SEARS ROEBUCK ACCEPTANCE CORP. 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 DTC AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED O
Anastasia D. Kelly Executive Vice President, General Counsel Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, IL 60179 September 10, 2001Sears Roebuck Acceptance Corp • September 20th, 2001 • Short-term business credit institutions • New York
Morgan Stanley & Co. Incorporated As Representative of the several Underwriters named in Schedule I to the Pricing Agreement dated September 5, 2001 1585 Broadway New York, New York 10036
PRICING AGREEMENTPricing Agreement • September 20th, 2001 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 As Representative of and on behalf of the several Underwriters named in Schedule I hereto
SEARS, ROEBUCK AND CO. 3333 Beverly Road Hoffman Estates, Illinois February 24, 2003Sears Roebuck Acceptance Corp • February 27th, 2003 • Short-term business credit institutions
This is to confirm our agreement ("Credit Agreement Support Letter") that, so long as amounts owing by SRAC under the Credit Agreement have not been paid or any Lender shall have any commitment to lend under the Credit Agreement, Sears will:
Sears Roebuck Acceptance Corp. $2,000,000,000 Medium-Term Notes Series V DISTRIBUTION AGREEMENT February 23, 1998 Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"), proposes to issue and sell from time to time its medium-term debt...Distribution Agreement • March 6th, 1998 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
EXHIBIT 1(b) UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 1999 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
ORCHARD SUPPLY HARDWARE CORPORATION, the Company and ORCHARD SUPPLY HARDWARE STORES CORPORATION, the Guarantor 9-3/8% Senior Notes due 2002 FIRST SUPPLEMENTAL INDENTURE Dated as of November 27, 1996 Supplemental Indenture to Indenture Dated As of...Indenture • March 26th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
SEARS, ROEBUCK AND CO. 3333 BEVERLY ROAD HOFFMAN ESTATES, ILLINOIS 60179 March 1, 1996 Sears Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, Delaware 19807 Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt...Sears Roebuck Acceptance Corp • March 28th, 1996 • Short-term business credit institutions
This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. ("SRAC"), and Sears, Roebuck and Co. shall be expanded to include up to $2 billion aggregate initial offering price of debt securities to be issued by SRAC under Registration Statement No. 33-64215.
Mayer, Brown, ROWE & MAWSears Roebuck Acceptance Corp • May 31st, 2002 • Short-term business credit institutions
Morgan Stanley & Co. Incorporated Bear, Stearns & Co. Inc. Lehman Brothers Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036
Exhibit 4 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN...Sears Roebuck Acceptance Corp • December 11th, 1998 • Short-term business credit institutions
Exhibit 1.2 PRICING AGREEMENT GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED SALOMON BROTHERS INC As the several Underwriters named in Schedule...Pricing Agreement • December 6th, 1996 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
EXHIBIT 1(a) PRICING AGREEMENT J.P. MORGAN SECURITIES INC. As Representatives of and on behalf of the several Underwriters named in Schedule I hereto 60 Wall Street, Third Floor New York, New York 10260Sears Roebuck Acceptance Corp • May 6th, 1999 • Short-term business credit institutions
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER...Sears Roebuck Acceptance Corp • July 2nd, 2002 • Short-term business credit institutions
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 CEDE & Co., or registered assigns, the principal sum of Two Hundred and Fifty Million Dollars ($250,000,000) upon presentation and surrender of this Note, on the fifteenth day of July, 2042 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% per annum, either, at the option of the Company, by check mailed to the addre
Mayer, Brown & PlattSears Roebuck Acceptance Corp • January 31st, 2001 • Short-term business credit institutions
Goldman, Sachs & Co. As Representative of the several Underwriters named in Schedule I to the Pricing Agreement dated January 19, 2001 85 Broad Street New York, New York 10004
Exhibit 1(a) PRICING AGREEMENT MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several Underwriters named in Schedule I hereto World Financial Center North Tower New York, NY 10281Pricing Agreement • October 15th, 1997 • Sears Roebuck Acceptance Corp • Short-term business credit institutions
Exhibit 1(b) Sears Roebuck Acceptance Corp. $ Medium-Term Notes Series __ DISTRIBUTION AGREEMENTDistribution Agreement • February 27th, 1996 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
