EXHIBIT 4(G)
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June,
1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter
called the "Company"), a party of the first part, and U.S. BANK TRUST NATIONAL
ASSOCIATION, a corporation duly organized and existing under the laws of the
United States of America (hereinafter called the "Trustee"), as Trustee, which
term shall include any successor trustee appointed pursuant to Article Six under
the Indenture of the Company dated as of October 15, 1985, and all indentures
supplemental thereto including this Seventh Supplemental Indenture (such
Indenture and supplemental indentures hereinafter called the "Indenture").
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time of the
Company's Variable Denomination Adjustable Rate Demand Notes (hereinafter called
the "Demand Notes") in an aggregate principal amount of Five Billion Dollars
($5,000,000,000). Terms used in this Seventh Supplemental Indenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture; and
WHEREAS, this Seventh Supplemental Indenture amends the Indenture,
pursuant to Section 9.01(c) thereof, in order to provide: (a) for the issuance,
from time to time, under the Indenture of Demand Notes in an additional
aggregate principal amount of Three Billion Dollars ($3,000,000,000), (b) a new
definition of "business day," and (c) that the Company be able to redeem Demand
Notes as to which it believes that the redemption provisions of the Program are
being used by an investor in a manner or with an effect that is not in the best
interests of the Company;
NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Demand Notes by the holders thereof, the Company covenants and agrees for
the equal and proportionate benefit of the respective holders from time to time
hereafter of the Demand Notes, as follows:
ARTICLE ONE
The Company and the Trustee agree that all references in the Indenture
limiting the aggregate principal amount of Demand Notes issuable thereunder to
the amount of Five Billion Dollars ($5,000,000,000) are hereby amended to read
Eight Billion Dollars ($8,000,000,000).
ARTICLE TWO
Article One of the Indenture is amended by deleting therefrom the
definition of "business day" and substituting the following new definition of
"business day" which shall read in its entirety as follows:
"BUSINESS DAY"
The term "business day" shall mean only a day on which both the Processing
Agent and the Federal Reserve Board of Chicago are fully open for business.
ARTICLE THREE
Article 13 of the Indenture is amended by adding new Section 13.08 to read
in its entirety as follows:
Notwithstanding Section 13.02, the Company reserves the right to redeem
immediately any Demand Note as to which it believes in its sole judgment and
discretion that the redemption provisions of the Program have been used by an
investor in a manner or with an effect that is not in the best interests of the
Company, i.e., the writing of checks by an investor where the amounts of the
checks are greater than the principal amount of such investor's Demand Note. The
Company shall notify an investor of its intention to redeem such Demand Note on
the third business day following the date of such notice and shall redeem the
Demand Note in full on such redemption date. A check shall be sent to the
investor in an amount equal to the principal amount of such redeemed Demand
Note, including accrued and unpaid interest to the date of redemption. In the
event that a Demand Note with a principal amount below $0 is redeemed, the
investor shall be liable to the Company for the amount required to restore the
principal amount to $0 as of the date the Demand Note was redeemed.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all of the day and year first above
written.
[Seal] GENERAL MOTORS ACCEPTANCE
CORPORATION
Attest:
------------------------------ ------------------------------
Secretary By:
Title:
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
Attest:
------------------------------ ------------------------------
Secretary By:
Title:
STATE OF MICHIGAN )
) ss.
COUNTY OF ▇▇▇▇▇ )
On the day of June, 1998, before me personally came ▇▇▇▇ ▇. ▇▇▇▇, to me
known, who, being by me duly sworn, did depose and say that he resides at
Beverly Hills, Michigan, that he is a Vice President of GENERAL MOTORS
ACCEPTANCE CORPORATION, one of the parties described in and which executed the
above instrument; that he knows the corporate seal of said Company; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the board of directors of said Company; and that he
signed his name thereto by like authority.
[Notarial Seal] ______________________________
Notary Public
STATE OF MICHIGAN )
) ss.
COUNTY OF ▇▇▇▇▇ )
I, , a notary public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that ▇▇▇▇▇ ▇. ▇▇▇▇▇, personally known to me to be the Vice President of
U.S. BANK TRUST NATIONAL ASSOCIATION, and personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that as such Vice President, he signed and
delivered the said instrument, pursuant to authority given by the Board of
Directors of said association as his free and voluntary act, and as the free and
voluntary act and deed of said association for the uses and purposes set forth.
[Notarial Seal] ______________________________
Notary Public
