EXHIBIT 4(g)
GUARANTEE
Sears, Xxxxxxx and Co., a corporation organized and existing under
the laws of the State of New York ("Sears"), under the Indenture, dated as of
May 15, 1995, between Sears Xxxxxxx Acceptance Corp., a corporation organized
and existing under the laws of the State of Delaware (the "Company") and
JPMorgan Chase Bank (successor to The Chase Manhattan Bank, N.A.), a state
banking corporation (the "Trustee"), as supplemented by the First Supplemental
Indenture, dated as of November 3, 2003 (the "First Supplemental Indenture"),
among the Company,Sears and the Trustee (as so supplemented, the "Indenture"),
has irrevocably and unconditionally guaranteed that (a) the principal of
(and premium, if any) and interest on the Notes shall be paid in full when
due, whether at maturity, by acceleration or otherwise, and (b) in case of
any extension of time in payment or renewal of any Notes or pursuant to
any cure period provisions of the Notes or the Indenture, they shall
be paid in full when due in accordance with the terms of the extension,
renewal or cure period (the "Guarantee"). Failing payment when due of
any amount so guaranteed, the Guarantee obligates Sears to pay the
same. In the event of a default in the payment of principal, interest
or premium (if any), the Trustee or any Holder of Notes may enforce
the Guarantee against Sears without first proceeding against the
Company. Capitalized terms used herein have the meanings assigned to
them in the Indenture unless otherwise indicated.
The obligations of Sears to the Holders of Notes and to the Trustee
pursuant to the Guarantee are expressly set forth in the First Supplemental
Indenture and reference is hereby made to such First Supplemental Indenture
for the precise terms of the Guarantee.
No stockholder, officer, director or incorporator, as such, past,
present or future of Sears shall have any liability under the Guarantee by
reason of his, her or its status as such stockholder,officer, director or
incorporator.
The Guarantee shall be applicable to all Notes outstanding on the
date hereof and any Note authenticated after the date of the Guarantee, in
accordance with the terms of the Indenture whether or not a notation of the
Guarantee is endorsed on any Note. The Guarantee is a continuing guarantee
and shall remain in full force and effect and shall be binding upon Sears
and its successors and assigns until full and final payment of all of
principal, interest and premium (if any) under the Notes and shall
inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. The Guarantee
is a guarantee of payment, not of collectibility.
Sears hereby confirms that it is its intention that this
Guarantee not constitute a fraudulent transfer or conveyance for purposes
of any Federal bankruptcy law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar Federal, state or foreign
law to the extent applicable to this Guarantee (the "Applicable Laws").
In the event that this Guarantee would constitute or result in a violation
of any Applicable Law, the liability of Sears under this Guarantee shall
be reduced to the maximum amount permissible under such Applicable Law
Dated:
November 3, 2003
SEARS, XXXXXXX AND CO.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and Chief Financial Officer
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