UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 As Representative of and on behalf of the several UnderwritersUnderwriting Agreement • September 20th, 2001 • 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 certain of its debt securities 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 of Annex I 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 firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of the Securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The Designated Securities with respect to each Pricing Agreement shall be issued under an indenture (the "Indenture") identified in such Pr
Anastasia D. Kelly Executive Vice President, General Counsel Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, IL 60179 September 10, 2001Pricing Agreement • September 20th, 2001 • Sears Roebuck Acceptance Corp • 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
MAYER, BROWN & PLATTTax Counsel Agreement • September 20th, 2001 • Sears Roebuck Acceptance Corp • 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...Note • September 20th, 2001 • Sears Roebuck Acceptance Corp • 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 Million Dollars ($200,000,000) upon presentation and surrender of this Note, on the first day of February, 2011 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% per annum, either, at the option of the Company, by check mai
