Exhibit 4.2
EXECUTION COPY
GE FINANCIAL ASSURANCE HOLDINGS, INC.
THE CHASE MANHATTAN BANK, as Trustee,
Paying Agent and Exchange Rate Agent
CHASE MANHATTAN BANK, LUXEMBOURG, S.A.,
as Paying Agent
First Supplemental Indenture
Dated as of June 26, 2001
(Supplement to Indenture dated as of June 26, 2001)
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 26, 2001 (the
"First Supplemental Indenture"), by and among GE Financial Assurance Holdings,
Inc., a Delaware corporation (the "Company"), The Chase Manhattan Bank, a
banking corporation duly organized and existing under the laws of the State of
New York, as trustee (the "Trustee"), paying agent and exchange rate agent, and
Chase Manhattan Bank, Luxembourg, S.A., a company organized under the laws of
Luxembourg, as paying agent.
W I T N E S S E T H :
WHEREAS, the Company has executed and delivered to the Trustee an
Indenture dated as of June 26, 2001 between the Company and the Trustee (the
"Indenture"), providing for the issuance by the Company from time to time of its
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the "Securities") up to such principal amount or amounts as many from
time to time be authorized by or pursuant to the authority granted in one or
more resolutions of the Board of Directors of the Company; and
WHEREAS, Section 10.01 of the Indenture provides that the Company and
the Trustee may enter into a supplemental indenture without the consent of the
holders of the Securities in order to establish the form or terms of Securities
of any series pursuant to Sections 2.01 and 2.02 of the Indenture and to make
such other provisions in regard to matters or questions arising under the
Indenture which shall not adversely affect the interests of the holders of the
Securities; and
WHEREAS, the Company has determined that this First Supplemental
Indenture complies with Section 10.01(d) and Section 10.01(e) and does not
require the consent of any holders of Securities;
WHEREAS, on the basis of the foregoing, the Trustee has determined
that this First Supplemental Indenture is in form satisfactory to it; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement according to its terms have been done;
NOW, THEREFORE:
In consideration of the premises contained herein and the purchases of
the Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the proportionate benefit of the respective holders from
time to time of the Securities as follows:
1. For all purposes of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, all
capitalized terms used and not defined herein that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
2. Section 1.01 of the Indenture is amended and supplemented by
adding the following definitions therein, in the appropriate alphabetical
sequence:
Common Depositary:
------------------
The term "Common Depositary" means a common depositary of
Securities on behalf of Euroclear Bank S.A./N.V., as operator of
the Euroclear System ("Euroclear") and Clearstream Banking, S.A.
("Clearstream"), each in its capacity as Depositary, and shall
initially be The Chase Manhattan Bank.
Conversion Event:
-----------------
The term "Conversion Event" means the unavailability of any
Foreign Currency or currency unit due to the imposition of
exchange controls or other circumstances beyond the Company's
control.
Depositary:
-----------
The term "Depositary" means with respect to the Securities of any
series issuable or issued in the form of a global Security, the
clearing agency or other entity designated as Depositary by the
Company pursuant to Section 2.01 until a successor Depositary
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Depositary" shall mean or include
each clearing agency who is then a Depositary hereunder, and if
at any time there is more than one such clearing agency,
"Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities
of that series, provided, that nothing herein shall prevent a
series of Securities from having more than one Depositary.
DTC Securities:
---------------
Securities deposited with, or held by a custodian on behalf of,
The Depository Trust Company and registered in the name of The
Depository Trust Company or a nominee therefor.
Exchange Rate Agent:
--------------------
The term "Exchange Rate Agent", with respect to Securities of any
series, means, unless otherwise specified in the Securities of
any series, a New York Clearing House bank designated pursuant to
Section 2.11 or 2.12.
Foreign Currency:
-----------------
The term "Foreign Currency" means any Specified Currency other
than Dollars.
Paying Agent:
-------------
The term "Paying Agent" means The Chase Manhattan Bank or any
other Person authorized by the Company to pay the principal of or
interest on any Securities of any series on behalf of the
Company.
3. Section 2.01 of the Indenture is amended and supplemented by
deleting the word "and" at the end of Section 2.01(19), inserting the following
Section 2.01(20) after Section 2.01(19) and renumbering Section 2.01(20) as
Section 2.01(21):
"(20) whether the Securities of the series shall be issued in
whole or in part in the form of one or more global Securities and, in
such case, the Depositary or Depositaries for such global Security or
Securities; and"
4. Article Two of the Indenture is amended and supplemented by
adding the following Section 2.01A after Section 2.01:
"Section 2.01A. Global Securities. If the Company shall
-----------------
establish pursuant to Section 2.01 that the Securities of a
series are to be issued in whole or in part in the form of one or
more global Securities, then the Company shall execute and the
Trustee shall authenticate and deliver one or more global
Securities in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the
aggregate principal amount of the Outstanding Securities of such
series to be represented by one or more global Securities, (ii)
shall be registered in the name of the Depositary and/or the
Common Depositary for such global Security or Securities or the
nominee of such Depositary or Common Depositary, (iii) shall be
delivered by the Trustee to such Depositary or Common Depositary
or pursuant to such Depositary's or Common Depositary's
instruction and (iv) shall bear a legend substantially to the
effect of: "Unless and until it is exchanged in whole or in part
for Securities in definitive form, this global Security may not
be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary" or "Unless and until it is
exchanged in whole or in part for Securities in definitive form,
this global Security may not be transferred except
as a whole by the Common Depositary to a nominee of the Common
Depositary or by a nominee of the Common Depositary to the Common
Depositary or another nominee of the Common Depositary or by the
Common Depositary or any such nominee to a successor Common
Depositary or a nominee of such successor Common Depositary.
Notwithstanding any other provision of this Section 2.01A or
Section 2.06 unless and until it is exchanged in whole or in part
for Securities in definitive form, a global Security representing
all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary or the Common
Depositary for such series to a nominee of such Depositary or
Common Depositary or by a nominee of such Depositary or Common
Depositary to such Depositary or Common Depositary or another
nominee of such Depositary or Common Depositary or by such
Depositary or Common Depositary or any such nominee to a
successor Depositary or Common Depositary for such series or a
nominee of such successor Depositary or Common Depositary.
If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue
as Depositary for the Securities of such series or if at any time
the Depositary for Securities of a series shall no longer be
registered or in good standing under the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to
the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Corporation
within 90 days after the Company receives such notice or becomes
aware of such condition, the Company will execute and the Trustee
or an Authenticating Agent, upon receipt of a written order from
an officer of the Company pursuant to Section 2.03 instructing
the Trustee or its Authenticating Agent to authenticate and
deliver definitive Securities of such series in exchange for the
global Security or Securities therefor, will authenticate and
deliver Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the
Security or Securities representing such series in exchange for
such global Security or Securities.
In the circumstances described above, an owner of a beneficial
interest in the global Securities will be entitled to physical
delivery in definitive form of Securities represented by the
global Securities equal to its beneficial interest and to have
such Securities registered in its name. Securities issued in
definitive form will be
issued as registered Securities in such denominations (and
integral multiples thereof) as the Company shall specify pursuant
to Section 2.01. Definitive Securities may be transferred upon
presentation for registration in accordance with Section 2.06 at
the offices or agencies designated by the Company pursuant to
Section 4.02.
If specified by the Company pursuant to Section 2.01 with respect
to Securities of a series, the Depositary for such series of
Securities may surrender a global Security for such series of
Securities in exchange, in whole or in part, for Securities of
such series in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall
execute and the Trustee or an agent designated by the Trustee,
upon receipt of a written order from an officer of the Company
pursuant to Section 2.03, shall authenticate and deliver, without
charge,
(i) to each person specified by the Depositary, a new Security
or Securities of the same series of any authorized
denomination as requested by such person in an aggregate
principal amount equal to and in exchange for such person's
beneficial interest in the global Security; and
(ii) to the Depositary or the Common Depositary therefor, if
applicable, a new global Security in a denomination equal to
the difference, if any, between the principal amount of the
surrendered global Security and the aggregate principal
amount of Securities delivered to holders thereof.
Upon the exchange of a global Security for Securities in
definitive form, such global Security shall be cancelled by the
Trustee. Securities issued in exchange for a global Security
pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such global
Security shall instruct the Trustee. The Trustee shall deliver
such Securities to the persons in whose names such Securities are
so registered.
No holder of a beneficial interest in any global Security held on
its behalf by a Depositary shall have any rights under this
Indenture with respect to such global Security, and such
Depositary, or the Common Depositary, as applicable, may be
treated by the Company, the Trustee and any agent of the Company
or the Trustee as the owner of such global Security for all
purposes whatsoever. None of the Company, the Trustee or any
agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or
payments made on account
of beneficial ownership interests of a global Security or
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished
by a Depositary or impair, as between a Depositary and such
holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary
(or its nominee) as holder of any Security."
5. Section 2.02 of the Indenture is amended and supplemented by
adding the following paragraph at the end thereof:
"All Securities included in any one series need not be issued by
the Company at the same time. Unless otherwise provided, a
series may be reopened for issuances of additional securities in
such series upon delivery of a written order of the Company,
signed by its President, its Chairman or any Vice Chairman of the
Board or one of its Vice Presidents and by its Treasurer, its
Controller or its Secretary and the other documents, certificates
and opinions required by Section 2.03(1) through (4)."
6. Article Two of the Indenture is amended and supplemented by
adding the following Sections at the end thereof:
"Section 2.11. Exchange of Currencies. Unless otherwise
----------------------
specified in accordance with Section 2.01 with respect to any
series of Securities, the following provisions shall apply:
(a) Except as provided in Section 2.11(b) and (d) below, the
principal of and interest on the DTC Securities of any
series denominated in a Foreign Currency or currency unit
will be payable by the Company in Dollars based on the
equivalent of that Foreign Currency or currency unit
converted into Dollars in the manner described in Section
2.11(c) below.
(b) It may be provided pursuant to Section 2.01 with respect to
the DTC Securities of any series denominated in a Foreign
Currency or currency unit that holders of beneficial
interests in such Securities shall have the option, subject
to Section 2.11(d) below, to receive payments of principal
of and interest on such Securities in such Foreign Currency
or currency unit by delivering to the Trustee (or to any
duly appointed Paying Agent) for such Securities of that
series a written election, to be in form and substance
satisfactory to
such Trustee (or to any such Paying Agent), not later than
the close of business on the Election Date immediately
preceding the applicable payment date. If a holder so elects
to receive such payments in such Foreign Currency or
currency unit, such election will remain in effect for such
holder until changed by such holder by written notice to the
Trustee (or to any such Paying Agent) for the Securities of
that series; provided, however, that any such change must be
-------- -------
made not later than the close of business on the Election
Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date;
and provided, further, that no such change or election may
-------- -------
be made with respect to payments to be made on any Security
of such series with respect to which an Event of Default has
occurred, the Company has exercised any defeasance,
satisfaction or discharge options pursuant to Article Twelve
or notice of redemption has been given by the Company
pursuant to Article Three. If any holder makes any such
election, such election will not be effective as to any
transferee of such holder and such transferee shall be paid
in Dollars unless such transferee makes an election as
specified above. Any holder who shall not have delivered any
such election to the Trustee (or to any duly appointed
Paying Agent) for the Securities of such series not later
than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date
in Dollars.
(c) With respect to any Securities of any series denominated in
a Foreign Currency or currency unit and payable in Dollars,
the amount of Dollars so payable will be determined by the
Exchange Rate Agent after it shall have obtained a quotation
from a recognized foreign exchange dealer (which may be the
Exchange Rate Agent) selected by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second
Business Day preceding the applicable payment date. Such
foreign exchange dealer shall be requested, in providing its
quote, to indicate its willingness to enter into an exchange
transaction at the rate so quoted. If no such quotation is
available payments shall be made in the Foreign Currency or
currency unit. All currency exchange costs associated with
any payment in Dollars on any such Securities will be borne
by the holder thereof by deductions from such payment.
(d) If a Conversion Event occurs with respect to a Foreign Currency
or currency unit in which Securities of any series are payable,
then with respect to each date for the payment of principal of
and interest on the Securities of that series occurring after
the last date on which such Foreign Currency or currency unit
was used, the Company may make such payment in Dollars. The
Dollar amount to be paid by the Company to the Trustee or any
Paying Agent for the Securities of such series and by such
Trustee or Paying Agent for the Securities of such series to the
holders of such Securities with respect to such payment date
shall be determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate (as defined in Section 14.07 of the
Indenture) as of the second Business Day preceding the
applicable payment date or, if such Market Exchange Rate is not
then available, on the basis of the most recently available
Market Exchange Rate, or as otherwise established pursuant to
Section 2.01 with respect to such series of Securities;
provided; however, that if a Conversion Event occurs with
respect to a currency unit, the equivalent of the currency unit
in Dollars as of any date shall be determined by the Exchange
Rate Agent on the following basis: The Component Currencies of
the currency unit for this purpose shall be the currency amounts
that were components of the currency unit as of the last date on
which the currency unit was used in the European Monetary
System. The equivalent of the currency unit in Dollars shall be
calculated by aggregating the Dollar equivalents of the
Component Currencies. The Dollar equivalent of each of the
Component Currencies shall be determined by the Paying Agent or
the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rates for such components. Any payment
in respect of such Security made under such circumstances in
Dollars will not constitute an Event of Default hereunder.
(e) For purposes of this Indenture, the following terms shall have
the following meanings:
A "Component Currency" shall mean any currency which is a
component currency of any currency unit.
"Election Date" shall mean the date specified pursuant to
Section 2.01(12).
For the purposes of clauses (c) and (d) of this Section 2.11
"Business Day" shall mean any day, other than a Saturday or
Sunday that is neither (i) a legal holiday nor (ii) a day on
which banking institutions are authorized or required by law
or regulation to close in Xxx Xxxx xx Xxx Xxxx, Xxxxxx or
the principal financial center of the country or
governmental entity issuing the Foreign Currency.
(f) Notwithstanding any other provisions of this Section 2.11,
the following shall apply: (i) if the official unit of any
Component Currency is altered by way of combination or
subdivision, the number of units of that currency as a
component shall be divided or multiplied in the same
proportion, (ii) if two or more Component Currencies are
consolidated into a single currency, the amounts of those
currencies as components shall be replaced by an amount in
such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such a single
currency, (iii) if any Component Currency is divided into
two or more currencies, the amount of that original
Component Currency as a component shall be replaced by the
amounts of such two or more currencies having an aggregate
value on the date of division equal to the amount of the
former Component Currency immediately before such division
and (iv) in the event of an official redenomination of any
currency (including, without limitation, a currency unit),
the obligations of the Company to make payments in or with
reference to such currency on the Securities of any series
shall, in all cases, be deemed immediately following such
redenomination to be obligations to make payments in or with
reference to that amount of redenominated currency
representing the amount of such currency immediately before
such redenomination.
(g) All determinations referred to in this Section 2.11 made by
the Exchange Rate Agent shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for
all purposes and irrevocably binding upon the holders of the
applicable Securities. The Exchange Rate Agent for a series
of Securities shall promptly give written notice to the
Trustee for the Securities of such series of any such
decision or determination. The Exchange Rate Agent shall
have no liability for any determinations referred to in this
Section 2.11 made by it except for loss sustained by reason
of its gross negligence, willful misconduct or bad faith.
(h) The Trustee for the Securities of a particular series shall
be fully justified and protected in relying and acting upon
information received by it from the Company and the Exchange
Rate Agent with respect to any of the matters addressed in
or contemplated by this Section 2.11 and shall not otherwise
have any duty or obligation to determine such information
independently.
Section 2.12. The Exchange Rate Agent. If and so long as the
-----------------------
Securities of any series (i) are denominated in a currency unit
or a currency other than Dollars or (ii) may be payable in a
currency unit or a currency other than Dollars, or so long as it
is required under any other provision of this Indenture, then the
Company shall maintain with respect to each such series of
Securities, or as so required, an Exchange Rate Agent. The
Company shall cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner
specified pursuant to Section 2.11 for the purpose of determining
the applicable rate of exchange and for the purpose of converting
the issued currency or currency unit into the applicable payment
currency or currency unit for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 2.10
and the applicable Exchange Rate Agent Agreement, as the case may
be.
Except as otherwise provided in the applicable Exchange Rate
Agent Agreement, no resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent shall become
effective until the acceptance of appointment by the successor
Exchange Rate Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate
series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.
If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
the Exchange Rate Agent for any cause, with respect to the
Securities of one or more series, the Corporation shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents
with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of
such series and that at any time there shall only be one Exchange
Rate Agent with respect to the Securities of any particular
series).
Section 2.13. Segregation of Currencies; Action by Holders of
-----------------------------------------------
Securities Denominated in Foreign Currency. Subject to Section
------------------------------------------
2.11, each reference to any currency or currency unit in any
Security, or in the resolutions of the Board of Directors or
supplemental indenture relating thereto, shall mean only the
referenced currency or currency unit and no other currency or
currency unit.
The Trustee and each Paying Agent shall segregate moneys, funds
and accounts held by the Trustee and such Paying Agent in one
currency or currency unit from any moneys, funds or accounts held
in any other currencies or currency units, notwithstanding any
provision herein which would otherwise permit the Trustee or any
Paying Agent to commingle such amounts.
Whenever any action or act is to be taken hereunder by the
holders of Securities denominated in a Foreign Currency or
currency unit, then for purposes of determining the principal
amount of Securities held by such holders, the aggregate
principal amount of the Securities denominated in a Foreign
Currency or currency unit shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the
basis of a spot rate of exchange specified to the Trustee for
such series in an Officers' Certificate for such Foreign Currency
or currency unit into Dollars as of the date the taking of such
action or act by the holders of the requisite percentage in
principal amount of the Securities is evidenced to such Trustee."
7. Section 4.02 of the Indenture is hereby amended by deleting the
last paragraph thereof and inserting in lieu thereof the following:
"The Company hereby initially designates the office of the
Trustee located at 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 as the office or agency of the Company in the Borough of
Manhattan, The City of New York, where Securities of each series
may be presented for payment, for registration of transfer and
for exchange as provided in this Indenture and where notices and
demands to or upon the Company in respect of each series or of
this Indenture may be served. The Company hereby initially
designates the office of Chase Manhattan Bank, Luxembourg, S.A.,
located at 0, Xxx Xxxxxxx, X-0000 Xxxxxxxxxx as the office or
agency of the Company outside the Borough of Manhattan, The City
of New York where the Securities of such series may be presented
for payment and for registration of transfer or for exchange for
as long as the Securities of a series are listed on the
Luxembourg Stock Exchange. The Company designates the office of
the Company located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000 as repository pursuant to Section 2.06 for the master list
of the names and addresses of the holders of the Securities of
each series."
8. Section 4.04 of the Indenture is amended and supplemented by
deleting the existing Section 4.04 and inserting in lieu thereof the following:
"(a) The Company agrees, for the benefit of the holders from
time to time of the Securities, that, until all of the
Securities of the applicable series are no longer
Outstanding or until moneys for the payment of all of the
principal of, premium, if any, and interest on all
Outstanding Securities of such series shall have been made
available at the principal office of the Paying Agents and
paid to the holders thereof or returned to the Company
pursuant to Section 12.06, whichever occurs later, there
shall at all times be a Paying Agent hereunder. The Company
hereby appoints The Chase Manhattan Bank, with an office
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
as its principal Paying Agent in New York, and, for such
time as any Securities of the applicable series are listed
on the Luxembourg Stock Exchange, Chase Manhattan Bank,
Luxembourg, S.A. with an office located at 0, Xxx Xxxxxxx,
X-0000 Xxxxxxxxxx, as Paying Agent in Luxembourg in respect
of the Securities. The Paying Agents shall arrange for the
payment, from funds furnished by the Company to the Paying
Agents of the principal of, premium, if any, and
interest on each series of Securities on the date such
payments become due and payable.
(b) The Company may also serve as Paying Agent or appoint any
of its affiliates to serve as Paying Agent. The Company
will give to the Trustee (unless the Trustee is also such
Paying Agent) written notice of any change in the office or
agency of the Paying Agents hereunder. The Company shall
have the right to vary or terminate the appointment of any
such office or agency.
(c) Each Paying Agent accepts its obligations set forth herein
upon the terms and conditions hereof. If a Paying Agent
shall change its specified office, it shall give the
Company and the Trustee (unless the Trustee is also such
Agent) not less than 45 days' prior written notice to that
effect giving the address of the new office.
(d) If the Company shall appoint a Paying Agent other than the
Trustee with respect to the Securities of any series, it
will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section
4.04:
(1) that it will hold all sums held by it as such agent
for the payment of the principal of, premium, if any, or
interest, if any, on the Securities of such series (whether
such sums have been paid to it by the Company or by any
other obligor on the Securities of such series) in trust
for the benefit of the holders of the Securities of such
series;
(2) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Securities of
such series) to make any payment of the principal of,
premium, if any, or interest, if any, on the Securities of
such series when the same shall be due and payable; and
(3) that at any time during the continuance of any failure
by the Company (or by any other obligor on the Securities
of such series) specified in the preceding paragraph (2),
such Paying Agent will, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in
trust by it.
(e) If the Company shall act as its own Paying Agent with
respect to the Securities of any series, it will, on or
before
each due date of the principal of, premium, if any, or
interest, if any, on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the
holders of such Securities a sum sufficient to pay such
principal, premium, if any, or interest, if any, so
becoming due and will promptly notify the Trustee of any
failure to take such action and of any failure by the
Company (or by any other obligor on the Securities of such
series) to make any payment of the principal of, premium,
if any, or interest, if any, on the Securities of such
series when the same shall become due and payable.
(f) Anything in this Section 4.04 to the contrary
notwithstanding, the Company may, at any time, for the
purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it, or any Paying
Agent hereunder, as required by this Section, such sums to
be held by the Trustee upon the trusts herein contained.
(g) Anything in this Section 4.04 to the contrary
notwithstanding, the agreement to hold sums in trust as
provided in this Section 4.04 is subject to Sections 12.05
and 12.06.
(h) Whenever the Company shall have one or more Paying Agents
with respect to the Securities of any series, it will,
prior to each due date of the principal of, premium, if
any, or interest, if any, on the Securities of such series,
deposit with a designated Paying Agent a sum sufficient to
pay the principal, premium, if any, and interest, if any,
so becoming due, such sum to be held in trust for the
benefit of the persons entitled to such principal, premium,
if any, or interest, if any, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the
Trustee of any failure so to act."
9. Article Seven of the Indenture is amended and supplemented by
adding the following Section 7.15 at the end thereof:
"Section 7.15. Trustee Acting as Paying Agent, Authenticating
----------------------------------------------
Agent or Security Registrar. In the event that the Trustee is
---------------------------
also acting as Paying Agent, Authenticating Agent or Security
registrar hereunder, the rights and protections afforded to the
Trustee pursuant to this Article Seven shall also be afforded to
such Paying Agent, Authenticating Agent or Security registrar."
10. This First Supplemental Indenture shall form a part of the
Indenture for all purposes and every holder of Securities hereafter
authenticated and delivered under the Indenture shall be bound hereby. The
Indenture as supplemented by this First Supplemental Indenture is hereby in all
respects ratified and confirmed. The provisions of this First Supplemental
Indenture shall supersede the provisions of the Indenture to the extent the
Indenture is inconsistent herewith.
11. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.
12. This First Supplemental Indenture 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.
13. The recitals in this First Supplemental Indenture shall be taken
as the statements of the Company, and the Trustee and Chase Manhattan Bank,
Luxembourg, S.A. assume no responsibility for the correctness of the same.
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 this June 26, 2001.
[CORPORATE SEAL] GE FINANCIAL ASSURANCE
HOLDINGS, INC.
By:___________________________
Name:
Title:
Attest:
_______________________
Title:
[CORPORATE SEAL] THE CHASE MANHATTAN BANK,
as Trustee, Paying Agent and
Exchange Rate Agent
By:___________________________
Name:
Title:
Attest:
_______________________
Title:
[CORPORATE SEAL] CHASE MANHATTAN BANK,
LUXEMBOURG, S.A., as Paying Agent
By:___________________________________
Name:
Title:
Attest:
_______________________
Title:
