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EXHIBIT 4(c)
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1997, between
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called
the "Company"), and THE CHASE MANHATTAN BANK, a corporation organized and
existing under the laws of the State of New York, as successor trustee
(hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 3, 1994 (hereinafter called the
"Indenture"), pursuant to which the Company may issue in series from time to
time (i) unsecured Notes or Loan Obligations and (ii) Interests therein
(collectively, the "Securities"). All terms used in this First Supplemental
Indenture that are defined in the Indenture shall have the meanings assigned to
them in the Indenture;
WHEREAS, Section 10.1(c) of the Indenture provides that without the
consent of any Securityholders, the Company and the Trustee, at any time and
from time to time, may enter into an indenture supplemental to the Indenture in
form satisfactory to the Trustee to make any change that does not adversely
affect the interests of any Securityholder;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to amend the Indenture and has
requested that the Trustee join in the execution of this First Supplemental
Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed as follows:
I. AMENDMENTS.
A. The following amendments to the Indenture shall apply
to Securities authenticated and delivered by the
Trustee under this Indenture on or after the date of
this First Supplemental Indenture:
(i) LIMITATION ON LIENS. Section 4.4 of the
Indenture, and the corresponding reference
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thereto to the Table of Contents thereto, is hereby
deleted in its entirety.
(ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS.
Section 11.2 of the Indenture, and the corresponding
reference thereto to the Table of Contents thereto,
is hereby deleted in its entirety.
(iii) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The following clause is hereby
deleted from Section 10.01(b) of the Indenture: "or
as may be required by Section 11.2."
(v) CONFORMING CHANGES. Each of the following
section references in the Indenture are deleted and
replaced by the respective section references
indicated below:
CURRENT REFERENCE NEW REFERENCE
Section 4.5 Section 4.4
Section 11.3 Section 11.2
Section 11.4 Section 11.3
B. The following amendment to the Indenture shall apply to
any Securities Outstanding on the date of this First
Supplemental Indenture or hereafter authenticated and
delivered by the Trustee hereunder:
(i) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. Section 10.1(c) of the Indenture is
hereby amended by inserting the word "Outstanding"
before the word "Securities" therein.
II. MISCELLANEOUS.
A. INCORPORATION OF INDENTURE. All the provisions of this
First Supplemental Indenture shall be deemed to be
incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.
B. HEADINGS. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for
convenience of information of reference and shall not
be deemed to be a part thereof.
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C. COUNTERPARTS. This First Supplemental Indenture 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.
D. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in
this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required
provision shall control.
E. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this First Supplemental Indenture by the Company shall
bind its successors and assigns, whether so expressed
or not.
F. SEPARABILITY CLAUSE. In case any provision in this
First Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
G. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in
this First Supplemental Indenture, express or implied,
shall give to any person, other than the parties hereto
and their successors hereunder and the Securityholders,
any benefit or any legal or equitable right, remedy or
claim under this First Supplemental Indenture.
H. REGARDING THE TRUSTEE. The Trustee shall not be
responsible for the correctness of the recitals herein,
and makes no representation as to the validity or the
sufficiency of this First Supplemental Indenture, and
shall be entitled to all of the benefits of all of the
rights, privileges, immunities and indemnities of the
Trustee provided for in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Senior Vice President - Corporate Treasury
and Global Funding Operation
ATTEST:
/s/ XXXXX X.X. XXXXXXX
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Xxxxx X.X. Xxxxxxx
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Second Vice President
ATTEST:
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
Assistant Secretary
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STATE OF CONNECTICUT )
) s.s.:
COUNTY OF FAIRFIELD )
On the 10th day of February, 1997, 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 such
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to authority of the Board of Directors of such
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 )
On the 13th day of February, 1997, before me personally came Xxxx
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he
resides at Staten Island, that s/he is Second Vice President of The Chase
Manhattan Bank, one of the corporations described in and which executed the
above instrument; that s/he knows the corporate seal of such corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to authority of the Board of Directors of such corporation, and
that s/he signed her/his name thereto pursuant to like authority.
/s/ NOTARY PUBLIC
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Notary Public
