GUARANTEEGuarantee • May 11th, 2004 • Sears Roebuck & Co • Retail-department stores
Sears, Roebuck and Co., a New York corporation (“Sears”), hereby irrevocably and unconditionally guarantees to the Lenders and the Agent (each as defined below) under the 364-Day Credit Agreement dated as of February 24, 2003 (as amended, extended or otherwise modified from time to time, the “Credit Agreement”) among Sears Roebuck Acceptance Corp., a Delaware corporation (the “Company”), various financial institutions that are parties thereto from time to time (the “Lenders”) and Citibank, N.A., as agent for the Lenders (in such capacity, the “Agent”), that the principal of all Advances (as defined in the Credit Agreement) made under the Credit Agreement and all interest thereon shall be paid in full when due, whether at maturity, by acceleration or otherwise, subject to the terms stated below. Failing payment when due of any amount so guaranteed, Sears shall be obligated to pay the same. In the event of a default in the payment of principal of any Advance made under the Credit Agreeme
