Exhibit 1.2
SEARS CREDIT ACCOUNT MASTER TRUST II
Master Trust Certificates
Underwriting Agreement
October 17, 1996
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000--0000
Ladies and Gentlemen:
Sears Receivables Financing Group, Inc. (the
"Company"), as originator of Sears Credit Account Master Trust II
(the "Trust") and holder of the Seller Certificate, proposes,
subject to the terms and conditions stated herein, to cause to be
issued and sold from time to time certain of the Master Trust
Certificates registered under the registration statement referred
to in Section 2(a) (the "Securities"). The Company intends to
enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form attached hereto, with such additions and
deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and
sell to the firm or firms named in Schedule I to the applicable
Pricing Agreement (such firm or firms constituting the
"Underwriters" with respect to such Pricing Agreement and the
securities specified therein) the Securities specified in such
Pricing Agreement (with respect to such Pricing Agreement, the
"Designated Securities"). The Designated Securities will be
issued by the Trust pursuant to a Pooling and Servicing
Agreement, dated as of July 31, 1994, as amended (the "Pooling
and Servicing Agreement"), as supplemented by a Series
Supplement (the "Series Supplement") relating to the specific
series of Certificates issued thereunder, by and among the
Company as Seller, Sears, Xxxxxxx and Co. ("Sears") as Servicer
and The First National Bank of Chicago as Trustee (the
"Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Pooling and
Servicing Agreement or the Series Supplement, as the case may be.
1. Particular sales of Designated Securities may be
made from time to time to the Underwriters of such Securities,
for whom you will act as representatives. This Underwriting
Agreement shall not be construed as an obligation of the Company
to sell or cause to be sold any of the Securities or as an
obligation of any of the Underwriters to purchase the Securities.
The obligation of the Company to cause to be issued and sold any
of the Securities and the obligation of any of the Underwriters
to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the
initial principal amount of such Designated Securities, the
public offering price of such Designated Securities or the method
by which the price at which such Securities will be sold will be
determined, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such
Designated Securities and the principal amount of such
Designated Securities to be purchased by each Underwriter and
shall set forth the date, time and manner of delivery of such
Designated Securities and payment therefor. The Pricing
Agreement shall also describe, in a manner consistent with the
Pooling and Servicing Agreement, the Series Supplement relating
to the Designated Securities, and the registration statement and
prospectus with respect thereto, the principal terms of such
Designated Securities. A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts), and may
be evidenced by an exchange of telegraphic communications or any
other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees
with, each of the Underwriters that:
(a) A registration statement in respect of the
Securities has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and
any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to you, excluding exhibits to such
registration statement, but including all documents incorporated
by reference in the prospectus included therein, to you for each
of the other Underwriters have been declared effective by the
Commission in such form (any preliminary prospectus included in
such registration statement being hereinafter called a
"Preliminary Prospectus;" the various parts of such registration
statement, including all exhibits thereto, each as amended at
the time such part became effective, being hereinafter
collectively called the "Registration Statement;" the prospectus
relating to the Securities, in the form in which it has most
recently been filed with the Commission on or prior to the date
of this Agreement, being hereinafter called the "Prospectus;"
any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to include the documents, if any,
incorporated by reference therein pursuant to the applicable
form under the Securities Act of 1933, as amended (the "Act"),
as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to
any Preliminary Prospectus or the Prospectus shall be deemed to
include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and so incorporated by reference; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer
to the Prospectus as amended or supplemented in relation to the
applicable Designated Securities in the form in which it is
first filed with the Commission pursuant to Rule 424(b) of
Regulation C under the Act, including any documents incorporated
by reference therein as of the date of such filing);
(b) Except for statements in such documents which
do not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Act and
after substituting therefor any statements modifying or
superseding such excluded statements (i) the documents
incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents, when
they became effective or were so filed, as the case may be,
contained, in the case of documents which became effective under
the Act, an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and, in the case
of documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, and (ii) any further documents so filed
and incorporated by reference when they become effective or are
filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain, in the case of
documents which become effective under the Act, an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and, in the case of documents
which are filed under the Exchange Act with the Commission, an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they are made, not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated
Securities through you expressly for use therein;
(c) Except for statements in documents
incorporated therein by reference which do not constitute part of
the Registration Statement or the Prospectus pursuant to Rule 412
of Regulation C under the Act and after substituting therefor any
statements modifying or superseding such excluded statements, the
Registration Statement and the Prospectus conformed, and any
amendments or supplements thereto will, when they become
effective or are filed with the Commission, as the case may be,
conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and
did not, and will not, as of the applicable effective date as to
the Registration Statement and as of the applicable filing date
as to the Prospectus, contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated
Securities through you expressly for use in the Prospectus as
amended or supplemented relating to such Securities.
(d) Upon payment therefor as provided herein and
in the Pricing Agreement relating to Designated Securities, such
Designated Securities will have been duly and validly authorized
and (assuming their due authentication by the Trustee) will have
been duly and validly issued, and will be entitled to the
benefits of the Pooling and Servicing Agreement and the Series
Supplement.
(e) The issue and sale of the Designated
Securities pursuant to any Pricing Agreement and the compliance
by the Company with all of the provisions of the Designated
Securities, the Pooling and Servicing Agreement, the Series
Supplement, the First Amended and Restated Purchase Agreement
dated as of July 31, 1994, as amended (the "Purchase Agreement"),
by and between the Company and Sears, the First Amended and
Restated Contribution Agreement dated as of July 31, 1994 (the
"Contribution Agreement"), by and between the Company and Sears,
the Receivables Warehouse Agreement dated as of December 21, 1995
(the "Receivables Warehouse Agreement"), by and between the
Company and Sears, this Agreement and such Pricing Agreement
will not (i) conflict with or result in any breach which would
constitute a material default under, or, except as contemplated
by the Pooling and Servicing Agreement or the Series Supplement,
result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company
material to the Company, pursuant to the terms of, any
indenture, loan agreement or other agreement or instrument for
borrowed money to which the Company is a party or by which the
Company may be bound or to which any of the property or assets
of the Company may be bound or to which any of the property or
assets of the Company, material to the Company, is subject, (ii)
result in any violation of the provisions of the Certificate of
Incorporation or By-Laws of the Company or, (iii) to the best of
the Company's knowledge, result in any material violation of any
statute or any order, rule or regulation applicable to the
Company of any court or any federal, state or other regulatory
authority or other governmental body having jurisdiction over
the Company.
(f) No consent, approval, authorization or other
order of, or filing with, any court or any Federal, State or
other regulatory authority or other governmental body having
jurisdiction over the Company is required for the issue and sale
of the Securities except as may be required under the Act, the
Exchange Act, and securities laws of the various states and other
jurisdictions which are applicable to the issue and sale of the
Designated Securities and except for the filing of any financing
or continuation statement required to perfect or continue the
Trust's and the Company's respective interests in the
Receivables.
(g) The compliance by Sears with all of the
provisions of the Pooling and Servicing Agreement, the Series
Supplement, the Assignment of Accounts and Sale of Receivables
Agreement, dated as of September 15, 1994, as amended between
Sears National Bank (the "Bank") and Sears (the "Bank Assignment
Agreement"), the Purchase Agreement, the Contribution Agreement,
the Receivables Warehouse Agreement and this Agreement will not
(i) conflict with or result in any breach which would constitute
a material default under, or, except as contemplated by the
Pooling and Servicing Agreement, the Series Supplement, the Bank
Assignment Agreement, the Purchase Agreement and the Contribution
Agreement, result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of
Sears or any subsidiary thereof, material to Sears and its
subsidiaries (whether or not consolidated) considered as a
whole, pursuant to the terms of, any indenture, loan agreement
or other agreement or instrument for borrowed money to which
Sears and the Company, Sears Xxxxxxx Acceptance Corp., Sears DC
Corp., Sears National Bank or Sears Overseas Finance N.V.
(collectively, the "Designated Subsidiaries") is a party or by
which Sears or any Designated Subsidiary may be bound or to
which any of the property or assets of Sears or any Designated
Subsidiary, material to Sears and its subsidiaries (whether or
not consolidated) considered as a whole, is subject, (ii) result
in any violation of the provisions of the Restated Certificate
of Incorporation, as amended, or the By-Laws of Sears or, (iii)
to the best of the Company's knowledge, result in any material
violation of any statute or any order, rule or regulation
applicable to Sears of any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over Sears;
(h) The Principal Receivables conveyed by the
Company to the Trust under the Pooling and Servicing Agreement
had an aggregate outstanding balance determined as of the date
set forth in the Pricing Agreement of not less than the amount
set forth in the Pricing Agreement; and
(i) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the Trust is not
required to be registered under the Investment Company Act of
1940, as amended (the "Investment Company Act").
3. Subject to the terms and conditions herein set
forth, the Company agrees to cause to be issued and sold to each
of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the
purchase price specified in the Pricing Agreement applicable to
any Designated Securities, the principal amount of Designated
Securities set forth in such Pricing Agreement.
4. (a) Upon the execution of the Pricing Agreement
applicable to any Designated Securities and the authorization by
you of the release of the Designated Securities, the several
Underwriters propose to offer the Designated Securities for sale
upon the terms and conditions set forth in the Prospectus as
amended or supplemented.
(b) Each Underwriter represents and agrees that
it will not offer or sell or deliver any of the Securities in any
jurisdiction except under circumstances that will result in
compliance with the applicable laws thereof.
(c) Each Underwriter represents and agrees that
it will not, at any time that such Underwriter is acting as an
"underwriter" (as defined in Section 2(11) of the Act) with
respect to any Designated Securities, transfer, deposit or
otherwise convey any such Designated Securities into a trust or
other type of special purpose vehicle that issues securities or
other instruments backed in whole or in part by, or that
represents interests in, such Designated Securities without the
prior written consent of the Company.
5. Unless otherwise specified in the Pricing
Agreement, Designated Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto
shall be delivered by or on behalf of the Company to you for the
account of such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price thereof by wire transfer
to such account as the Company may designate of federal or other
immediately available funds. The place, time and date of such
delivery shall be set forth in the Pricing Agreement or at such
other place, time and date as you and the Company may agree upon
in writing, such time and date being herein called the "Time of
Delivery." Unless otherwise specified in the Pricing Agreement,
the Securities shall be represented by definitive certificates
registered in the name of Cede & Co., as nominee for The
Depository Trust Company. Such definitive certificates will be
made available for inspection at least twenty-four hours prior
to the Time of Delivery at the office of The First National Bank
of Chicago, Xxx Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx
00000.
6. The Company agrees with each of the Underwriters
of Designated Securities:
(a) Immediately following the execution of each
Pricing Agreement, the Company will prepare a Prospectus
Supplement setting forth the amount of Securities covered thereby
and the terms thereof not otherwise specified in the Prospectus,
the price at which such Securities are to be purchased by the
Underwriters from the Company, either the initial public
offering price or the method by which the price at which such
Securities are to be sold will be determined, the selling
concessions and allowances, if any, and such other information
as the Company deems appropriate in connection with the offering
of such Securities, and after the date of the Pricing Agreement
relating to such Securities and prior to the Time of Delivery
for such Securities the Company will not make any further
amendment or any supplement to the Registration Statement or
Prospectus as amended or supplemented without first having
furnished you with a copy of the proposed form thereof and given
you a reasonable opportunity to review the same; to advise you
promptly of any such amendment or supplement after such Time of
Delivery and to furnish you with copies thereof for so long as
the delivery of a prospectus is required in connection with the
offering or sale of such Securities; and during such same period
to advise you, promptly after it receives notice thereof, of the
time when the Registration Statement, or any amendment thereto,
or any amended Registration Statement has become effective or
any supplement to the Prospectus or any amended Prospectus has
been filed, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any
Prospectus, or the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, or the
initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
additional information; and in the event of the issuance of any
such stop order or of any such order preventing or suspending
the use of any such Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its
withdrawal;
(b) Promptly from time to time to take such
action as you may reasonably request to qualify the Securities
for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such laws so
as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete
the distribution of such Securities, provided, that in connection
therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of
the Prospectus as amended or supplemented in such quantities as
you may from time to time reasonably request and if at any time
the delivery of a prospectus is required by law in connection
with the offering or sale of such Securities and if at such time
any event shall have occurred as a result of which the Prospectus
as amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall
be necessary during such same period to amend or supplement the
Prospectus in order to comply with the Act, to notify you and to
prepare and furnish without charge to each Underwriter and to
any dealer in securities as many copies as you may from time to
time reasonably request of an amended Prospectus or a supplement
to the Prospectus which will correct such statement or omission
or effect such compliance and in case any Underwriter is
required to deliver a prospectus in connection with sales of any
Securities at any time nine months or more after the effective
date of the Registration Statement, upon your request but at the
expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the
Act;
(d) To cause the Trust to make generally
available to holders of the Securities, in accordance with Rule
158 under the Act or otherwise, as soon as practicable, but in
any event not later than forty-five days after the end of the
fourth full fiscal quarter (ninety days in the case of the last
fiscal quarter in any fiscal year) following the fiscal quarter
ending after the effective date of the Registration Statement, an
earning statement of the Trust (which need not be audited)
complying with Section 11(a) of the Act and covering a period of
at least twelve consecutive months beginning after the effective
date of such Registration Statement;
(e) To pay or cause to be paid all expenses
incident to the performance of its obligations hereunder,
including the cost of all qualifications of the Securities under
state securities laws (including reasonable fees of counsel to
the Underwriters in connection with such qualifications and in
connection with legal investment surveys) and the cost of
printing this Agreement and any blue sky and legal investment
memoranda.
The Company and Sears agree with each of the
Underwriters during the period beginning from the date of the
Pricing Agreement and continuing to and including the earlier of
(i) the termination of trading restrictions on the Designated
Securities, of which termination you agree to give the Company
prompt notice confirmed in writing, and (ii) the Time of
Delivery, not to offer, sell, contract to sell or otherwise
dispose of any securities of the Company or any other subsidiary
of Sears, or any other trust for which the Company or any other
subsidiary of Sears is depositor, which represent participation
interests in receivables arising under open end credit plans
offered by Sears, without your prior written consent, which
consent shall not be unreasonably withheld.
7. The obligations of the several Underwriters
hereunder and under the Pricing Agreement relating to Designated
Securities shall be subject, in their discretion, to the
condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of
Delivery for such Designated Securities, true and correct, the
condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have
been complied with to your reasonable satisfaction;
(b) All corporate proceedings and related matters
in connection with the organization of the Company, the validity
of the Bank Assignment Agreement, the Purchase Agreement, the
Contribution Agreement, the Receivables Warehouse Agreement, the
Pooling and Servicing Agreement and the Series Supplement and
the registration, authorization, issue, sale and delivery of the
Designated Securities shall have been satisfactory to counsel to
the Underwriters, and such counsel shall have been furnished
with such papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in
this subdivision (b);
(c) Counsel to the Company shall have furnished
to you such counsel's written opinion, dated the Time of
Delivery, in form and substance satisfactory to you in your
reasonable judgment, to the effect that:
(i) The Company and Sears have been duly
incorporated and are validly existing as corporations in good
standing under the laws of their respective states of
incorporation;
(ii) This Agreement and the Pricing Agreement
have been duly authorized, executed and delivered on the part of
the Company and Sears;
(iii) The issue and sale of the
Designated Securities and the compliance by the Company with all
of the provisions of the Designated Securities, this Agreement,
the Pricing Agreement, the Purchase Agreement, the Contribution
Agreement, the Receivables Warehouse Agreement, the Pooling and
Servicing Agreement and the Series Supplement will not (a)
conflict with or result in any breach which would constitute a
material default under, or, except as contemplated by the Pooling
and Servicing Agreement or the Series Supplement, result in the
creation or imposition of any lien, charge or encumbrance upon
any of the property or assets of the Company, material to the
Company, pursuant to the terms of, any indenture, loan agreement
or other agreement or instrument for borrowed money known to
such counsel to which the Company is a party or by which the
Company may be bound or to which any of the property or assets
of the Company, material to the Company, is subject, (b) result
in any violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company, or (c) to the best
knowledge of such counsel, result in any material violation of
any statute or any order, rule or regulation applicable to the
Company of any court or any Federal, State or other regulatory
authority or other governmental body having jurisdiction over
the Company, other than the Act, the Exchange Act, the Trust
Indenture Act and the Investment Company Act and the rules and
regulations under each such act and other than the securities
laws of the various states or other jurisdictions which are
applicable to the issue and sale of the Securities and other
than state laws pertaining to the perfection of security
interests;
(iv) To the best knowledge of such counsel,
no consent, approval, authorization or other order of, or filing
with, any court or any Federal, State or other regulatory
authority or other governmental body having jurisdiction over
Sears or the Company is required for the consummation by Sears
and the Company, as applicable, of the transactions contemplated
by the Bank Assignment Agreement, the Purchase Agreement, the
Contribution Agreement and the Receivables Warehouse Agreement
or for the issue and sale of the Securities except as may be
required under the Act, the Exchange Act, the Trust Indenture
Act and the Investment Company Act and securities laws of the
various states or other jurisdictions which are applicable to
the issue and sale of the Securities and except for the filing
of any financing or continuation statement required to perfect
the respective interests of the Trust, the Company and Sears in
the Receivables;
(v) The compliance by Sears with all of the
provisions of this Agreement, the Bank Assignment Agreement, the
Purchase Agreement, the Contribution Agreement, the Receivables
Warehouse Agreement, the Pooling and Servicing Agreement and the
Series Supplement will not (a) conflict with or result in any
breach which would constitute a material default under, or,
except as contemplated by the Bank Assignment Agreement, the
Pooling and Servicing Agreement, the Series Supplement, the
Purchase Agreement, the Receivables Warehouse Agreement or the
Contribution Agreement, result in the creation or imposition of
any lien, charge or encumbrance upon any of the property or
assets of Sears or any subsidiary thereof, material to Sears and
its subsidiaries (whether or not consolidated) considered as a
whole, pursuant to the terms of, any indenture, loan agreement
or other agreement or instrument for borrowed money known to
such counsel to which Sears or any Designated Subsidiary is a
party or by which Sears or any Designated Subsidiary may be
bound or to which any of the property or assets of Sears or any
Designated Subsidiary, material to Sears and its subsidiaries
(whether or not consolidated) considered as a whole, is subject,
(b) result in any violation of the provisions of the Restated
Certificate of Incorporation, or the By-Laws of Sears, or (c) to
the best knowledge of such counsel, result in any material
violation of any statute or any order, rule or regulation
applicable to Sears of any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over Sears, other than the Act, the Exchange Act,
the Trust Indenture Act and the Investment Company Act and the
rules and regulations under each such act and other than the
securities laws of the various states or other jurisdictions
which are applicable to the issue and sale of the Securities and
other than state laws pertaining to the perfection of security
interests;
(vi) Each of the Pooling and Servicing
Agreement, the Series Supplement, the Purchase Agreement, the
Contribution Agreement and the Receivables Warehouse Agreement
has been duly authorized, executed and delivered on the part of
the Company and Sears and, as to each of the Company and Sears,
is a valid and binding instrument enforceable in accordance with
its terms except as the foregoing may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally or
general principles of equity (whether considered in a proceeding
at law or in equity) and the discretion of the court before
which any proceeding therefor may be brought; the Pooling and
Servicing Agreement is not required to be qualified under the
Trust Indenture Act; the Trust is not required to be registered
under the Investment Company Act; and the Securities have been
duly authorized and (assuming their due authentication by the
Trustee) have been duly executed, issued and delivered and
constitute valid and binding obligations of the Trust in
accordance with their terms, entitled to the benefits of the
Pooling and Servicing Agreement and the Series Supplement,
except as the foregoing may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally or
general principles of equity (whether considered in a proceeding
at law or in equity) and the discretion of the court before
which any proceeding therefor may be brought;
(vii) The Bank Assignment Agreement has
been duly authorized, executed and delivered by Sears and, as to
Sears, is a valid and binding instrument enforceable in
accordance with its terms, except as the foregoing may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to creditors' rights
generally or general principles of equity (whether considered in
a proceeding at law or in equity) and the discretion of the court
before which any proceeding therefor may be brought;
(viii) Such counsel does not know of any
pending legal or governmental proceedings required to be
described in the Prospectus which are not described as required;
(ix) The documents incorporated by reference
in the Prospectus as amended or supplemented (other than
financial, statistical and accounting data therein, as to which
such counsel need express no opinion), when they became effective
or were filed with the Commission, as the case may be, complied
as to form in all material respects with the requirements of the
Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder;
(x) The Registration Statement and the
Prospectus as amended or supplemented (excluding the documents
incorporated by reference therein) (other than financial,
statistical and accounting data therein as to which such counsel
need express no opinion) comply as to form in all material
respects with the requirements of the Act and the rules and
regulations thereunder; and
(xi) Such counsel does not know of any
contract or other document to which the Company or Sears is a
party required to be filed as an exhibit to the Registration
Statement or required to be incorporated in the Prospectus as
amended or supplemented or required to be described in the
Prospectus as amended or supplemented which has not been so filed
or described.
In rendering such opinion, such counsel may rely to the
extent such counsel deems appropriate upon certificates of
officers or other executives of the Company or Sears, its
business groups and its subsidiaries and of public officials as
to factual matters and upon opinions of other counsel. Such
counsel shall also state that: (a) nothing has come to such
counsel's attention which has caused such counsel to believe that
any of the documents referred to in subdivision (ix) above (other
than financial, statistical and accounting data therein, as to
which such counsel need express no belief), in each case after
excluding any statement in any such document which does not
constitute part of the Registration Statement or the Prospectus
as amended or supplemented pursuant to Rule 412 of Regulation C
under the Act and after substituting therefor any statement
modifying or superseding such excluded statement, when they
became effective or were filed, as the case may be, contained,
in the case of documents which became effective under the Act,
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of
documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, and (b) nothing has come to such counsel's
attention which has caused such counsel to believe that the
Registration Statement or the Prospectus as amended or
supplemented (other than financial, statistical and accounting
data therein, as to which such counsel need express no belief)
contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading;
(d) Counsel to the Bank shall have furnished to
you such counsel's written opinion, dated the Time of Delivery,
in form and substance satisfactory to you in your reasonable
judgment, to the effect that:
(i) The Bank has been duly incorporated and
is validly existing as a national banking association in good
standing under the laws of the United States of America;
(ii) The compliance by the Bank with all of
the provisions of the Bank Assignment Agreement will not (a)
conflict with or result in any breach which would constitute a
material default, or except for that created by the Bank
Assignment Agreement, result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of
the Bank, material to the Bank, pursuant to the terms of, any
indenture, loan agreement or other agreement or instrument for
borrowed money known to such counsel to which the Bank is a
party, or by which the Bank may be bound, or to which any of the
property or assets of the Bank, material to the Bank, is subject,
(b) result in any violation of the provisions of the Articles of
Association or the By-Laws of the Bank, or (c) to the best
knowledge of such counsel, result in any material violation of
any statute or any order, rule or regulation applicable to the
Bank of any court or any Federal, State or other regulatory
authority or other governmental body having jurisdiction over
the Bank;
(iii) To the best knowledge of such
counsel, no consent, approval, authorization or other order of,
or filing with, any court or any Federal, State or other
regulatory authority or other governmental body having
jurisdiction over the Bank, which has not already been made or
obtained, is required for the consummation of the transactions
contemplated by the Bank Assignment Agreement, except for the
filing of any financing or continuation statement required to
perfect the interest of Sears in the Receivables; and
(iv) The Bank Assignment Agreement has been
duly authorized, executed and delivered on the part of the Bank
and, as to the Bank, is a valid and binding instrument
enforceable in accordance with its terms, except as the foregoing
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to
creditors' rights generally, general principles of equity
(whether considered in a proceeding at law or in equity), or the
discretion of the court before which any proceeding therefor may
be brought.
In rendering such opinion, such counsel may rely to the
extent such counsel deems appropriate upon certificates of
officers or other executives of the Company or Sears, its
business groups and its subsidiaries and of public officials as
to factual matters and upon opinions of other counsel.
(e) At the Time of Delivery for such Designated
Securities, Deloitte & Touche shall have furnished to you a
letter or letters, dated the respective date of delivery thereof,
in form and substance satisfactory to you as to such matters as
you may reasonably request;
(f) (i) Sears and its subsidiaries (whether or
not consolidated) considered as a whole, shall not have
sustained, since the date of the latest audited financial
statement previously delivered to you, any material loss or
interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree
and (ii) since the date of the Pricing Agreement there shall not
have been any material change in the capital stock accounts or
long-term debt of Sears or any material adverse change in the
general affairs, financial position, shareholders' equity or
results of operations of Sears and its subsidiaries (whether or
not consolidated) considered as a whole, the effect of which in
any such case described in clause (i) or (ii), in your judgment
makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as
amended or supplemented;
(g) Subsequent to the date of the Pricing
Agreement relating to such Designated Securities, no downgrading
shall have occurred in the rating accorded to Sears senior debt
securities by Xxxxx'x Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Services ("Standard & Poor's");
provided, however, that this subdivision (g) shall not apply to
any such rating agencies which shall have notified you of the
rating of the Designated Securities prior to the execution of the
Pricing Agreement;
(h) Subsequent to the date of the Pricing
Agreement relating to such Designated Securities neither (i) the
United States shall have become engaged in the outbreak or
escalation of hostilities involving the United States or there
has been a declaration by the United States of a national
emergency or a declaration of war, (ii) a banking moratorium
shall have been declared by either Federal or New York State
authorities, nor (iii) trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established by such Exchange, any
of which events, in your judgment, renders it inadvisable to
proceed with the public offering or the delivery of the
Designated Securities;
(i) At or prior to the Time of Delivery, the
Certificates shall be assigned the ratings by Moody's and
Standard & Poor's set forth in the Pricing Agreement;
(j) The Company shall have furnished or caused to
be furnished to you at the Time of Delivery for the Designated
Securities certificates satisfactory to you as to the accuracy
at and as of such Time of Delivery of the representations,
warranties and agreements of the Company herein and as to the
performance by the Company of all its obligations hereunder to
be performed at or prior to such Time of Delivery and the
Company shall have also furnished you similar certificates
satisfactory to you as to the matters set forth in subdivision
(a) of this Section 7; and
(k) Counsel to the Company shall have furnished
to the Underwriters a letter stating that the Underwriters may
rely on the opinions of such counsel to the Company as delivered
to Moody's and Standard & Poor's in connection with the rating of
the Securities.
8. (a) The Company and Sears will jointly and
severally indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement, any prospectus relating to the Securities or the
Prospectus as amended or supplemented, or any amendment or
supplement thereto furnished by the Company, or arise out of or
are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or (in the case of
the Registration Statement or the Prospectus as amended or
supplemented, or any amendment or supplement thereto) necessary
to make the statements therein not misleading or (in the case of
any Preliminary Prospectus) necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any
such action or claim; provided, however, that neither the
Company nor Sears shall be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented or any such amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company by any Underwriter of Designated
Securities through you expressly for use in the Prospectus as
amended or supplemented relating to such Securities; and
provided, further, that neither the Company nor Sears shall be
liable to any Underwriter or any person controlling such
Underwriter under the indemnity agreement in this subdivision
(a) with respect to the Preliminary Prospectus or the Prospectus
or the Prospectus as amended or supplemented, as the case may
be, to the extent that any such loss, claim, damage or liability
of such Underwriter or controlling person results solely from
the fact that such Underwriter sold Designated Securities to a
person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus
(excluding documents incorporated by reference) or of the
Prospectus as then amended or supplemented (excluding documents
incorporated by reference) if the Company has previously
furnished copies thereof to such Underwriter.
(b) Each Underwriter will indemnify and hold
harmless the Company and Sears against any losses, claims,
damages or liabilities to which the Company or Sears may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus, or the
Prospectus as amended or supplemented, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or (in the case of the
Registration Statement or the Prospectus or the Prospectus as
amended or supplemented, or any amendment or supplement thereto)
necessary to make the statements therein not misleading or (in
the case of any Preliminary Prospectus) necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading in each case to the extent,
but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the
Prospectus, or the Prospectus as amended or supplemented, or any
such amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such
Underwriter through you expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or
defending any such action or claim.
(c) Within a reasonable period after receipt by
an indemnified party under subdivision (a) or (b) above of notice
of the commencement of any action with respect to which
indemnification is sought under such subdivision or contribution
may be sought under subdivision (d) below, such indemnified
party shall notify the indemnifying party in writing of the
commencement thereof. In case any such action shall be brought
against any indemnified party, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
(d) If the indemnification provided for in this
Section 8 is unavailable to an indemnified party under
subdivision (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and
the Underwriters of the Designated Securities on the other from
the offering of the Designated Securities to which such loss,
claim, damage or liability (or actions in respect thereof)
relates and also the relative fault of the Company on the one
hand and the Underwriters of the Designated Securities on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and such Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds
from the offering of such securities (before deducting expenses)
received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as
set forth on the cover page of the Prospectus as amended or
supplemented. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company on the one hand or the Underwriters on
the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission of the Company on the one hand or the Underwriters,
directly or through you, on the other hand. With respect to any
Underwriter, such relative fault shall also be determined by
reference to the extent (if any) to which such losses, claims,
damages or liabilities (or actions in respect thereof) with
respect to any Preliminary Prospectus result from the fact that
such Underwriter sold Designated Securities to a person to whom
there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated by reference) or of the Prospectus as
then amended or supplemented (excluding documents incorporated
by reference) if the Company has previously furnished copies
thereof to such Underwriter. The Company, Sears and the
Underwriters agree that it would not be just and equitable if
contribution pursuant to this subdivision (d) were determined by
per capita allocation among the indemnifying parties (even if
the Underwriters were treated as one entity for such purpose) or
by any other method of allocation which does not take account of
the equitable considerations referred to above in this
subdivision (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this
subdivision (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subdivision (d),
no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the
applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
The obligations of the Underwriters in this subdivision (d) to
contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) The obligations of the Company and Sears
under this Section 8 shall be in addition to any liability which
the Company and Sears may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning
of the Act.
9. (a) If any Underwriter shall default in its
obligation to purchase the Designated Securities which it has
agreed to purchase hereunder and under the Pricing Agreement
relating to such Designated Securities, and the aggregate
principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate
principal amount of the Designated Securities, then the Company
shall have the right to require each non-defaulting Underwriter
to purchase the principal amount of Securities which such
Underwriter agreed to purchase hereunder and under the Pricing
Agreement relating to such Designated Securities and, in
addition, to require each non-defaulting Underwriter to purchase
its pro rata share (based on the principal amount of the
Designated Securities which such Underwriter agreed to purchase
hereunder and under such Pricing Agreement) of the Designated
Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its
default.
(b) If the aggregate principal amount of
Designated Securities which remains unpurchased exceeds one-
eleventh of the aggregate principal amount of the Designated
Securities as referred to in subdivision (a) above, or if the
Company shall not exercise the right described in subdivision (a)
above to require non-defaulting Underwriters to purchase
Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such
Designated Securities shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and
the Underwriters as provided in Section 6(e) hereof and the
indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements,
representations, warranties and other statements of the Company,
Sears and the several Underwriters, as set forth in this
Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company, or any
officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.
Anything herein to the contrary notwithstanding, the
indemnity agreement of the Company and Sears in subdivisions (a)
and (e) of Section 8 hereof, the representations and warranties
in subdivisions (b) and (c) of Section 2 hereof and any
representation or warranty as to the accuracy of the
Registration Statement or the Prospectus as amended or
supplemented contained in any certificate furnished by the
Company pursuant to subdivision (i) of Section 7 hereof, insofar
as they may constitute a basis for indemnification for
liabilities (other than payment by the Company and Sears of
expenses incurred or paid in the successful defense of any
action, suit or proceeding) arising under the Act, shall not
extend to the extent of any interest therein of an Underwriter
or a controlling person of an Underwriter if a director, officer
or controlling person of the Company when the Registration
Statement becomes effective or a person who, with his consent,
is named in the Registration Statement as being about to become
a director of the Company, is a controlling person of such
Underwriter, except in each case to the extent that an interest
of such character shall have been determined by a court of
appropriate jurisdiction as not against public policy as
expressed in the Act. Unless in the opinion of counsel for the
Company and Sears the matter has been settled by controlling
precedent, the Company and Sears will, if a claim for such
indemnification is asserted, submit to a court of appropriate
jurisdiction the question whether such interest is against
public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
11. If any Pricing Agreement shall be terminated
pursuant to Section 9 hereof, the Company shall not then be under
any liability to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided
in Section 6(e) and Section 8 hereof; but, if for any other
reason any Designated Securities are not delivered by or on
behalf of the Company as provided herein, the Company and Sears
will reimburse the Underwriters through you for all
out-of-pocket expenses approved in writing by you, including
fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but neither the Company
nor Sears shall then be under any further liability to any
Underwriter with respect to such Designated Securities except as
provided in Section 6(e) and Section 8 hereof.
12. In all dealings hereunder, you shall act on behalf
of each of the Underwriters of Designated Securities, and the
parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any
Underwriter made or given by you.
All statements, requests, notices and agreements
hereunder shall be in writing or by telegram or facsimile
transmission if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or
sent by registered mail to the representative of the Underwriters
named in the Pricing Agreement at the address named therein; and
if to the Company or Sears shall be sufficient in all respects if
delivered or sent by registered mail to the Company at 0000
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Secretary.
13. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the
Underwriters, Sears, the Company and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of
the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement or
any such Pricing Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
14. Time shall be of the essence of this Agreement and
each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be
construed in accordance with the laws of the State of New York.
In the event of any conflict between this Agreement and the
Pricing Agreement, the Pricing Agreement shall govern.
16. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in
any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together
constitute one and the same instrument.
If the foregoing is in accordance with your
understanding, please sign and return ten counterparts hereof and
upon the acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
SEARS RECEIVABLES FINANCING GROUP, INC.
By:
SEARS, XXXXXXX AND CO.
By:
Accepted as of the date hereof:
CS First Boston Corporation
By:
As Representative of the several Underwriters
SEARS CREDIT ACCOUNT MASTER TRUST II
MASTER TRUST CERTIFICATES
PRICING AGREEMENT
Dated: _____________, 19__
To: Sears Receivables Financing Group, Inc., as Seller under the
Pooling and Servicing Agreement dated as of July 31, 1994, as
amended.
Re: Underwriting Agreement dated _____________, 19__
Title: Sears Credit Account Master Trust II, $______________
_______ Class ____, Master Trust Certificates, Series ____.
Initial Principal Amount of Certificates: $_______________
[State by Class if more than one Class]
Class A Expected Final Payment Date: __________________
Class B Expected Final Payment Date: __________________
Series and Class Designation Schedule: [insert relevant
description of Series and Classes of Certificates]
Series Cut-Off Date: The last day of the Due Period ending in
__________________
Certificate Rating: [" " by Xxxxx'x Investors Service, Inc.]
[" " by Standard and Poor's Ratings Services] [State by
Class if more than one Class]
Aggregate outstanding balance of Principal Receivables as of the
last day of the Due Period ending in ________________.
Date of Series Supplement: ____________, 199_.
Certificate Rate: ____% per annum. [State by Class if more
than one Class]
Terms of Sale: The purchase price for the Designated Securities
to the Underwriter[s] will be ____% of the aggregate principal
amount of the Certificates as of __________, 19__, plus accrued
interest at the Certificate Rate from ____________, 19__.
[State by Class if more than one Class.]
Initial Public Offering Price: The initial public offering
price for the Designated Securities will be ___% of the
aggregate principal amount of the Certificates as of
___________, 199_, plus accrued interest at the Certificate Rate
from _______________, 199_ [State by Class if more than one
Class.]
Closing Location: [Sears, Xxxxxxx and Co., 0000 Xxxxxxx Xxxx,
Xxxxxxx Xxxxxxx, Xxxxxxxx 60179]
Time of Delivery: __:__ A.M., New York Time, on ___________,
19__, or at such other time as may be agreed upon in writing.
Address of Representative of the Underwriters for notices:
Notwithstanding anything in the Agreement or in this
Pricing Agreement to the Contrary, the Agreement and this Pricing
Agreement constitute the entire agreement and understanding
among the parties hereto with respect to the purchase and sale
of the Series ____-_ Certificates. This Pricing Agreement may
be amended only by written agreement of the parties hereto.
The Underwriters [named in Schedule 1 hereto agree,
severally and not jointly], subject to the terms and provisions
of the Agreement, which is incorporated by reference herein and
made a part hereof, to purchase the principal amount of
Designated Securities [set forth opposite their names in Schedule
1].
Very truly yours,
[UNDERWRITERS]
By:
By: ________________________________
On behalf of each of the Underwriters
Accepted:
SEARS RECEIVABLES FINANCING
GROUP, INC.
By: __________________________
SCHEDULE I
Principal Principal
Amount of Amount of
Class _ Class _
Certificates Certificates
to be to be
Underwriter Purchased Purchased
. . . . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . . $ $
. . . . . . . . . . . . . . . . . $ $
Total $ $
