EXHIBIT 4(a)(1)
FIRST SUPPLEMENTAL INDENTURE, dated as of January 1, 1998, between General
Motors Acceptance Corporation, a corporation duly organized and existing under
the laws of the State of New York (hereafter called the "Company"), General
Motors Acceptance Corporation, a corporation duly organized and existing under
the laws of the State of Delaware, and The Chase Manhattan Bank, a corporation
duly organized and existing under the laws of the State of New York, as Trustee
(hereafter called the "Trustee," which term shall include any successor trustee
appointed pursuant to Article Seven of the Indenture hereafter referred to).
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and delivered the
Indenture, dated as of September 24, 1996, between the Company and the Trustee,
providing for the issuance from time to time of one or more series of securities
evidencing unsecured indebtedness of the Company (hereinafter called the
"Securities"). Terms used in this First Supplemental Indenture which are defined
in the Indenture shall have the meanings assigned to them in the Indenture;
WHEREAS, this First Supplemental Indenture amends the Indenture, pursuant to
Section 10.01 thereof in order to permit the succession of another corporation
to the Company and the assumption by such successor corporation of the
covenants, agreements and obligations of the Company pursuant to Article Eleven
of the Indenture;
WHEREAS, the Company has entered into an Agreement and Plan of Merger with GMAC
Financial Services Corporation, a Delaware corporation, dated January 1, 1998,
with GMAC Financial Services Corporation being the surviving entity of such
merger (the "Merger"); and
WHEREAS, upon consummation of such Merger, the name of GMAC Financial Services
Corporation was changed to General Motors Acceptance Corporation, a Delaware
corporation ("New GMAC"); such name change together with the Merger (the
"Transaction");
WHEREAS, New GMAC is not in default in the performance of any covenant or
condition contained in the Indenture immediately after the Merger;
NOW, THEREFORE, for and in consideration of the premises and the purchase of the
Securities by the holders thereof, the Company and New GMAC covenant and agree,
for the equal and proportionate benefit of the respective holders from time to
time hereafter of the Securities, as follows:
ARTICLE ONE
New GMAC hereby expressly assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company.
All references in the Indenture to "Company" shall mean New GMAC until a
successor corporation shall have become such pursuant to the applicable
provisions of the Indenture and New GMAC hereby assumes all of the covenants,
agreements and obligations of the Company pursuant to Article Eleven of the
Indenture.
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 of the day and year first above written.
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION, a New York corporation
ATTEST:
__________________________ By:_______________________________
Secretary Title:
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION, a Delaware corporation
ATTEST:
__________________________ By:_______________________________
Secretary Title:
[SEAL] THE CHASE MANHATTAN BANK, TRUSTEE
ATTEST:
__________________________ By:_______________________________
Assistant Secretary Title:
STATE OF MICHIGAN )
) ss.
COUNTY OF XXXXX )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, one
of the corporations described in and which executed the foregoing instrument;
that he knows the 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.
[NOTARIAL SEAL]
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Notary Public
STATE OF MICHIGAN )
) ss.
COUNTY OF XXXXX )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a New York corporation, one
of the corporations described in and which executed the foregoing instrument;
that he knows the 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.
[NOTARIAL SEAL]
-------------------------------
Notary Public
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the first day of January, 1998, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of THE CHASE MANHATTAN BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the By-Laws of said corporation, and that
he signed his name thereto by like authority.
[NOTARIAL SEAL]
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Notary Public
