GENERAL ELECTRIC CAPITAL CORPORATION
AND
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
Trustee
___________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 11, 1994
______________________
Supplemental to the Indenture
dated as of October 1, 1991
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
FIRST SUPPLEMENTAL INDENTURE, dated as of May 11, 1994, by
and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ( hereinafter sometimes called the "Company"), and
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY, a bank and trust company incorporated under the laws of
the State of Maryland, as trustee (hereinafter sometimes called
the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture dated as of October 1, 1991
(hereinafter called the "Indenture"), providing for the issuance
by the Company from time to time of its unsecured Variable
Denomination Floating Rate Demand Notes (in the Indenture and
herein called the "Securities"); and
WHEREAS, it is provided in Section 10.01 (c) of the
Indenture, among other things, that without the consent of the
holder of any Security, the Company and the Trustee may enter
into indentures supplemental thereto to make provisions in regard
to matters arising under the Indenture which shall not adversely
affect the interests of the holder of any Security; and
WHEREAS, in accordance with Section 10.01 (c) of the
Indenture, the Company desires, and the Trustee has agreed, to
enter into this First Supplemental Indenture to the Indenture to
provide for the matters set forth herein and, to provide
therefor, the Company has duly authorized the execution and
delivery of this First Supplemental Indenture; and
WHEREAS, all things necessary to make the Indenture, as
hereby modified, a valid agreement of the Company, in accordance
with its terms, have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL
INDENTURE WITNESSETH:
In order to amend the Indenture, the Company and the Trustee
have executed and delivered this First Supplemental Indenture.
ARTICLE ONE
AMENDMENT OF THE INDENTURE
Section 1.01 Amendment to Section 1.01. (a) Section 1.01
of the Indenture is hereby amended by adding the following new
definition in appropriate alphabetical order:
"Account" means and account maintained by an agent
bank retained by the Company, such account to
reflect the aggregate principal amount of Securities
owned by a holder of a Security at any time.
Section 1.02 Amendments to Article Three. (a) Section 3.03
of the Indenture is hereby amended by adding the following after
the reference to "Section 3.01" and before the comma in the
eleventh line of the fourth paragraph of Section 3.03:
"and such redemption is not effected pursuant to Section
3.03A"
(b) The following new Section 3.03A is hereby added to
Article Three (and a conforming change is made to the Table of
Contents):
Section 3.03A Redemption of Certain Accounts. If the
balance of any Account is less than $250.00 (or any other minimum
Account balance subsequently established by the Company) for at
least six consecutive months (or such other period subsequently
established by the Company), the Company may redeem, at any time
in its discretion after such period of time has elapsed, in whole
but not in part, the Securities issued under this Indenture and
held for the Securityholder in such Account; provided, however,
that at the time of such redemption the balance of such Account
shall continue to be less than $250.00 (or such other minimum
amount as aforesaid). Such redemption shall be effective on the
date specified in a notice delivered by the Company to such
Securityholder at their last address as the same appears on the
Security Register and to the Trustee, such redemption to be
effective ten business days following the date such notice is
sent by the Company. Such mailing shall be by first class mail.
The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the
Securityholder receives such notice.
Each such notice shall specify the Redemption Date, the
principal amount of the Securities being redeemed, the manner in
which the redemption price shall be paid (which shall be by check
mailed to the Securityholder unless otherwise specified in such
notice), and that on and after the Redemption Date, any interest
in the Securities, or on the portion thereof, being redeemed will
cease to accrue.
If notice of redemption has been given as provided above,
the Securities, or portions thereof, with respect to which such
notice has been given shall become due and payable on the
Redemption Date at a redemption price equal to 100% of the
principal amount thereof being redeemed plus accrued and unpaid
interest thereon to the Redemption Date, and on and after the
Redemption Date (unless the Company shall default in the payment
of such Securities, together with any interest accrued and unpaid
to the Redemption Date) any interest on the Securities, or on the
portions thereof, so called for redemption shall cease to accrue.
On or prior to the Redemption Date specified in the notice
of redemption given as provided in this Section 3.03A, the
Company will deposit with the Trustee or with one or more Paying
Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section
4.05) an amount of money sufficient to redeem on the
Redemption Date all the Securities, or portions thereof, so
called for redemption, together with accrued and unpaid interest
to the date fixed for redemption.
Section 1.03 Amendment to Sections 10.01 and 10.02 (a)
Section 10.01 of the Indenture is amended by deleting the words,
"when authorized by resolution of its Board of Directors," in the
second and third lines of the first paragraph thereof.
(B) Section 10.02 of the Indenture is amended by deleting
the words ", when authorized by resolution of its Board of
Directors," in the fifth and sixth lines of the first paragraph
thereof.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
All capitalized terms which are used herein ad not otherwise
defined herein are defined in the Indenture and are used herein
with the same meanings as in the Indenture.
The Trustee makes no undertaking or representations in
respect of, and shall not be responsible in any manner
whatsoever, for and in respect of, the validity or sufficiency of
this First Supplemental Indenture or the proper authorization or
the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.
Except as expressly amended hereby, the Indenture shall
continue in full force and effect in accordance with the
provisions thereof and the Indenture is in all respects fully
ratified and confirmed. The First Supplemental Indenture and all
its provisions shall be deemed a part of the Indenture in the
manner and to the extent herein and therein provided.
This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.
This Instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Senior Vice President-Corporate
Treasury and Global Funding Operation
[CORPORATE SEAL]
Attest:
By: /s/ Xxxxx X. Xxxxxxx
Assistant Secretary
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY
By: /s/ Xxxxxx X. Xxxxx
Corporate Trust Officer
[CORPORATE]
Attest:
By: /s/ Xxxxx Xxxx
STATE OF MARYLAND )
ss.:
COUNTY OF BALTIMORE )
On the 12th day of May, 1994, before me personally
came Xxxxxx X. Xxxxx to me known, who, being by me duly
sworn, did depose and say that (s)he resides in Silverton,
Connecticut; that (s)he is a Corporate Trust Officer of
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, the Trustee
described in and which the foregoing instrument; that (s)he
knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of
said corporation; and that (s)he signed (her)his name
thereto by like authority.
/s/ Xxxxxxx X. Xxxxxx
Notary Public
[Notarial Seal]
STATE OF CONNECTICUT )
ss.:
COUNTY OF FAIRFIELD )
On the 26th day of May 1994, before me personally came
Xxxxxxx X. Xxxxxx to me known, who, being by me duly sworn,
did depose and say that (s)he resides at Stamford,
Connecticut; that he is the Senior Vice President-Corporate
Treasury and Global Funding Operation of GENERAL ELECTRIC
CAPITAL CORPORATION, one of the corporations described in
and which executed the foregoing instrument; that he knows
the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by
like authority.
/s/ Xxxx X. Xxxxxx
Notary Public
[Notarial Seal]
