exv10w38



 



Exhibit 10.38


GUARANTEE


          Sears Roebuck Acceptance Corp., a Delaware corporation (the “Company”),
has issued commercial paper notes pursuant to the Company’s Section 3(a)(3)
commercial paper program (the “CP Program”) and (all such notes collectively
referred to as the “Notes”).



          Sears, Roebuck and Co., a New York corporation (“Sears”), hereby
irrevocably and unconditionally guarantees, to each holder of a Note
outstanding on the date hereof or any Note thereafter issued by the Company
under the CP Program, that (a) the principal of (and premium, if any) and
interest on the Notes will be paid in full when due, 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 CP Program, they will be paid in full
when due in accordance with the terms of the extension, renewal or cure period
(this “Guarantee”). Failing payment when due of any amount so guaranteed,
Sears will be obligated to pay the same. In the event of a default in the
payment of principal, interest or premium (if any) any holder of Notes may seek
to enforce the guarantee against Sears without first proceeding against the
Company.



          No stockholder, officer, director or incorporator, as such, past, present
or future of Sears shall have any liability under this Guarantee by reason of
his, her or its status as such stockholder, officer, director or incorporator.



          This Guarantee shall be applicable to all Notes outstanding on the date
hereof and any Note issued under the CP Program, after the date of this
Guarantee, whether or not a notation of this Guarantee is endorsed on any Note.
This 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 holders of the
Notes and, in the event of any transfer or assignment of rights by any holder
of a Note, 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. This 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.


 







 



          IN WITNESS WHEREOF, Sears, Roebuck and Co. has caused this Guarantee to be
executed by its duly authorized representative.


Dated:


November 3, 2003



	 	 	 	 	 
	 	SEARS, ROEBUCK AND CO.
	 
	 
	 	By:	/s/Glenn R. Richter	 
	 	Name:	Glenn R. Richter
	 	Title:	Senior Vice President and Chief Financial

Officer