PRICING AGREEMENT
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX, SACHS & CO.
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
SALOMON BROTHERS INC
As the several Underwriters named
in Schedule I hereto
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 8, 1995
Dear Sirs:
Sears Xxxxxxx Acceptance Corp., a Delaware corporation (the
"Company"), proposes subject to the terms and conditions stated herein
and in the Underwriting Agreement, dated June 8, 1995 (the "Underwriting
Agreement"), executed between the Company and Sears, Xxxxxxx and Co.
("Sears"), on the one hand, and Xxxxxx Xxxxxxx & Co. Incorporated,
Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
and Salomon Brothers Inc on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to
be a part of this Agreement to the same extent as if such provisions had
been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and,
except where otherwise specified, as of the date of this Pricing
Agreement, except that each representation and warranty with respect to
the Prospectus in Sections 2 and 3 of the Underwriting Agreement shall
be deemed to be a representation and warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined) and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or
supplemented. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities,
in the form heretofore delivered to you is now proposed to be filed with
the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the
Company, at the time and place and at a purchase price to the
Underwriters set forth in Schedule II hereto, the principal amount of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto, less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as may be specified in
such Schedule II.
If the foregoing is in accordance with your understanding, please
sign and return to us two counterparts hereof, and upon acceptance
hereof by you, this letter and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between the Company,
Sears and each of the Underwriters.
Very truly yours,
SEARS XXXXXXX ACCEPTANCE CORP.
By:/S/Xxxxx X. Xxxxx
SEARS, XXXXXXX AND CO.
By:/S/Xxxxx X. Xxxxxxxx
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By:/S/ Xxxxxx X. Xxxxxxxxxx
Principal
/S/Xxxxxxx, Xxxxx & Co.
(Xxxxxxx, Sachs & Co.)
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
By:/S/Xxxxxx X. Xxxxxxx
Managing Director
SALOMON BROTHERS INC
By: /S/Xxxx Xxxxxx Xxxxx
Vice President
SCHEDULE I
Underwriter Principal
Amount of
Designated
Securities
to
be purchased
Xxxxxx Xxxxxxx & Co. Incorporated $ 62,500,000
Xxxxxxx, Sachs & Co. 62,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 62,500,000
Salomon Brothers Inc 62,500,000
Total $250,000,000
SCHEDULE II
Title of Designated Securities:
6-1/2% Notes due June 15, 2000
Aggregate principal amount:
$250,000,000
Price to Public:
99.583% of the principal amount of
the Designated Securities, plus accrued
interest from June 13, 1995 to the Time of
Delivery
Purchase Price by Underwriters:
99.033% of the principal amount of the
Designated Securities, plus accrued
interest from June 13, 1995 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, N.A., as Trustee
Maturity:*
Interest Rate:*
Interest Payment dates:*
Redemption Provisions:*
[FN] Incorporated by reference to attached form of security.
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, June 13, 1995
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, N.A. for the account of
Sears Xxxxxxx Acceptance Corp., account number 900-0000000
Closing Location:
Chicago, New York and Delaware
Delayed Delivery:
None
Counsel:
To the Company and to Sears, Xxxxxx X. Xxxxx, Senior Counsel,
Corporate Law Department of Sears
To the Underwriters, Wachtell, Lipton, Xxxxx & Xxxx
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number
$.............
SEARS XXXXXXX ACCEPTANCE CORP.
6-1/2% Note due June 15, 2000
6-1/2% 6-1/2%
Due 2000 Due 2000
Sears 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 June, 2000, 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 6-1/2% 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 June 15 or December 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 December 15, 1995, in which case from June 13, 1995), semiannually,
commencing on December 15, 1995, on June 15 and December 15, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if this Note is dated after any June 1
and before the following June 15, or after any December 1 and before the
following December 15, then this Note shall bear interest from such
following June 15 or December 15, provided, however, that if the Company
shall default in the payment of interest due on such following June 15
or December 15, this Note shall bear interest from the next preceding
June 15 or December 15 to which interest has been paid on such Notes, or
if no interest has been paid on such Notes, then from June 13, 1995.
The interest so payable on any June 15 or December 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 June 1 prior to such June 15 or the
December 1 prior to such December 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.
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 Xxxxxxx 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 XXXXXXX ACCEPTANCE CORP.
6-1/2% Note due June 15, 2000
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 MANAHATTAN 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
"6-1/2% Notes due June 15, 2000" 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.
