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EXHIBIT 4(b)
FIRST SUPPLEMENTAL INSTRUMENT OF RESIGNATION, APPOINTMENT AND
ACCEPTANCE, dated as of August 14, 1996, supplementing the Instrument of
Resignation, Appointment and Acceptance dated as of May 15, 1995, among General
Electric Capital Corporation, a New York corporation having its principal office
at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000 (the "Company"), The Chase Manhattan
Bank, a corporation duly organized and existing under the laws of the State of
New York, having its corporate trust office at 000 Xxxx 00xx Xx., Xxx Xxxx, Xxx
Xxxx 00000 (the "Successor Trustee"), and The Bank of New York, a corporation
duly organized and existing under the laws of the State of New York, having its
principal corporate trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the "Resigning Trustee").
RECITALS
WHEREAS, pursuant to an Instrument of Resignation, Appointment and
Acceptance dated as of May 15, 1995, the Resigning Trustee resigned as Trustee
under certain indentures named in such Instrument (the "May 15, 1995
Indentures") and the Company appointed the Successor Trustee to succeed the
Resigning Trustee, and the Successor Trustee accepted its appointment as
Trustee, under each of the May 15, 1995 Indentures;
WHEREAS, the Company may issue from time to time certain Notes and Loan
Obligations and Interests therein ("Securities") under an Indenture dated as of
June 3, 1994 (the "June 3, 1994 Indenture");
AND WHEREAS, in addition to May 15, 1995 Indentures, the Resigning
Trustee wishes to resign as Trustee under the June 3, 1994 Indenture, and the
Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee
as Trustee under the June 3, 1994 Indenture, and the Successor Trustee wishes to
accept its appointment as Trustee under the June 3, 1994 Indenture;
NOW THEREFORE, the Company, the Resigning Trustee and the Successor
Trustee agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
SECTION 101. Pursuant to Section 7.10 of the June 3, 1994 Indenture,
the Resigning Trustee has given written notice of its resignation to the Company
that the Resigning Trustee is resigning as Trustee under the Indenture.
SECTION 102. The Resigning Trustee hereby represents and warrants to
the Successor Trustee that:
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a. To the best of the knowledge of the Responsible Officers of
the Resigning Trustee assigned to its Corporate Trust Department, no
"event of default" (as defined in Section 6.01 of the Indenture) and no
event which, after notice or lapse of time or both, would become an
event of default, has occurred and is continuing under the Indenture.
b. No covenant or condition, contained in the Indenture has
been waived by the Resigning Trustee or by the Holders of the
percentage in aggregate principal amount of the Securities required by
the Indenture to effect any such waiver;
c. There is no action, suit, or proceeding pending or, to the
best of the knowledge of the Responsible Officers of the Resigning
Trustee assigned to its Corporate Trust Department, threatened against
the Resigning Trustee before any court or government authority arising
out of any action or omission by the Resigning Trustee as Trustee under
the Indenture.
d. The Resigning Trustee has furnished, or as promptly as
practicable will furnish, to the Successor Trustee originals or copies
(in the event originals are not available) of all documents relating to
the trust created by the Indenture and all information in the
possession of its Corporate Trust Department relating to the
administration and status thereof and will furnish to the Successor
Trustee any of such documents or information the Successor Trustee may
select, provided that the Successor Trustee will make available to the
Resigning Trustee as promptly as practicable following the request of
the Resigning Trustee any such original documents which the Resigning
Trustee may need to defend against any action, suit, or proceedings
against the Resigning Trustee as Trustee under the Indenture or which
the Resigning Trustee may need for any other purposes; and
e. The Resigning Trustee has lawfully and fully discharged its
duties as Trustee under the Indenture.
SECTION 103. The Resigning Trustee hereby assigns, transfers, delivers
and confirms to the Successor Trustee all right, title, and interest of the
Resigning Trustee in and to the trusts under the Indenture and all the rights,
powers, and trusts of the Trustee under the Indenture. The Resigning Trustee
shall execute and deliver such further instruments and shall do such things as
the Successor Trustee may reasonably require so as to more fully and certainly
vest and confirm in the Successor Trustee all the rights, trusts, and powers
hereby assigned, transferred, delivered, and confirmed to the Successor Trustee.
SECTION 104. The Resigning Trustee agrees to indemnify the Successor
Trustee against any loss, liability, or expense (including the costs and
expenses of defending against any claim of liability) incurred by the Successor
Trustee by reason of any negligence or bad faith by the Resigning Trustee or its
employees in the performance of its duties under the Indenture while the
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Trustee. The Successor Trustee, following receipt of actual knowledge by its
Corporate Trust Administration Division of any claim for which the Successor
Trustee may seek indemnity, shall as promptly as practicable notify the
Resigning Trustee of such claim. The Resigning Trustee shall not be obligated to
indemnify the Successor Trustee with respect to defense of any such claim which
the Successor Trustee voluntarily settles without consent of the Resigning
Trustee.
ARTICLE TWO
THE COMPANY
SECTION 201. The Company hereby appoints, pursuant to Section 7.10 of
the June 3, 1994 Indenture, the Successor Trustee as Trustee under the Indenture
and confirms to the Successor Trustee all the rights, power, and trusts of the
Trustee under the Indenture. The Company shall execute and deliver such further
instruments and shall do such other things as the Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in the
Successor Trustee all the rights, trusts, and powers hereby assigned,
transferred, delivered, and confirmed to the Successor Trustee.
SECTION 202. The Successor Trustee will not be obligated to cause a
notice to be sent to holders of the Securities as no Securities are outstanding
on the date hereof.
SECTION 203. The Company hereby represents and warrants to the
Successor Trustee that:
a. It is a duly incorporated and existing corporation in good
standing under the laws of the State of New York and has full power to
execute and deliver this instrument;
b. This instrument has been duly and validly authorized,
executed, and delivered by the Company and constitutes a legal, valid,
and binding obligation of the Company;
c. The Indenture complies with the Trust Indenture Act of
1939, as amended, and has been duly qualified thereunder and is a
legal, valid, and binding obligation of the Company;
d. The Company has performed or fulfilled each covenant,
agreement and condition on its part to be performed or fulfilled under
the Indenture;
e. The Company has no knowledge of the existence of any
default, event of default, or any event which upon notice or passage of
time or both would become an event of default under the Indenture;
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f. The Company has not appointed any paying agent under the
Indenture; and
g. The Company will continue to perform the obligations
undertaken by it under the Indenture.
SECTION 204. The Company hereby agrees to provide the Successor
Trustee, on or prior to the date hereof, evidence reasonably satisfactory to the
Successor Trustee as to the matters set forth in Section 203(b) above.
ARTICLE THREE
THE SUCCESSOR TRUSTEE
SECTION 301. The Successor Trustee hereby represents and warrants to
the signing Trustee and to the Company that the Successor Trustee is qualified
under the provisions of Section 310 of the Trust Indenture Act of 1939, as
amended, to act as Trustee under the Indenture.
SECTION 302. The Successor Trustee hereby accepts, pursuant to Section
7.11 of the June 3, 1994, its appointment as Trustee under the Indenture and
shall hereby be vested with all the authority, rights, powers, trusts,
immunities, duties, and obligations of the Trustee under the Indenture.
ARTICLE FOUR
MISCELLANEOUS
SECTION 401. Except as otherwise expressly provided or unless the
context otherwise requires all terms used herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
SECTION 402. (a) This instrument and the resignation, appointment, and
acceptance affected hereby shall be effective as of the date first above written
upon the execution and delivery hereof by each of the parties hereto.
(b) Simultaneously with the execution and delivery of the instrument by
each of the parties hereto, the Resigning Trustee and the Successor Trustee
shall each deliver a copy of their respective Signature Resolutions and the
Company shall deliver a copy of an Incumbency Certificate to each of the other
parties hereto.
SECTION 403. Notwithstanding the resignation of the Resigning Trustee
effected hereby, the Company shall remain obligated to compensate, reimburse,
and indemnify the Resigning Trustee in connection with its trusteeship under the
Indenture as provided in the Indenture.
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SECTION 404. This instrument shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Indenture and its
construction.
SECTION 405. This instrument may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Instrument of Resignation, Appointment and Acceptance to be duly
executed and their respective seals to be affixed hereunto and duly attested all
as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Issuer
[CORPORATE SEAL]
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Senior Vice President, Corporate
Treasury and Global Funding Operation
ATTEST:
/s/ Assistant Secretary
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Title:
THE BANK OF NEW YORK,
as Resigning Trustee
[CORPORATE SEAL]
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Vice President
ATTEST:
/s/ Assistant Vice President
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Title:
THE CHASE MANHATTAN BANK,
as Successor Trustee
[CORPORATE SEAL]
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Second Vice President
ATTEST:
/s/ Assistant Treasurer
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Title:
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STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
On the 14th day of August, 1996, before me personally came Xxxxxxx X.
Xxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxxx 00000; 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 above 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 pursuant to the authority of the Board of Directors of
said corporation; and that he signed his name thereto pursuant to like
authority.
/s/ NOTARY PUBLIC
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Notary Public
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STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 16th day of August, 1996, before me personally came Xxxx X.
Xxxxxxx, to me known, who being by me duly sworn, did depose and say that she
resides at 00 Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000; that she is the
Second Vice President of THE CHASE MANHATTAN BANK, one of the corporations
described in and which executed the above instrument; that she knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed pursuant to the authority of the
Board of Directors of said corporation; and that she signed her name thereto
pursuant to like authority.
/s/ NOTARY PUBLIC
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Notary Public
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STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 20th day of August, 1996, before me personally came Xxxxx X.
Xxxxxxx, to me known, who being by me duly sworn, did depose and say that she
resides at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; that she is the Vice
President of THE BANK OF NEW YORK, one of the corporations described in and
which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that she signed her name thereto pursuant to like
authority.
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