EXHIBIT 4(c)
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GENERAL ELECTRIC CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK,
Trustee
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THIRD AMENDED AND RESTATED
INDENTURE
Dated as of February 27, 1997
_________________________________
Notes
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THIS THIRD AMENDED AND RESTATED INDENTURE, dated as of February 27,
1997, between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized
and existing under the laws of the State of New York (the "Company"), and THE
CHASE MANHATTAN BANK, a bank duly organized and existing under the laws of the
State of New York, as trustee (the "Trustee"),
W I T N E S S E T H:
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WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of September 1, 1982 between the Company and the
Trustee, providing for the issuance by the Company from time to time of its
unsecured notes or other evidences of indebtedness to be issued in one or more
series up to such principal amount or amounts as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors,
and which indenture was supplemented by (i) a First Supplemental Indenture dated
as of March 1, 1988, with the Trustee (the "First Supplemental Indenture"),
establishing the terms of the Medium-Term Notes, Series A and amending certain
provisions of such indenture, (ii) a Second Supplemental Indenture dated as of
June 30, 1989, with the Trustee (the "Second Supplemental Indenture"),
establishing the terms of the Medium-Term Notes, Series B and amending certain
provisions of such indenture as theretofore supplemented, (iii) a Third
Supplemental Indenture (the "Third Supplemental Indenture") dated as of April 1,
1990, with Mercantile Safe Deposit and Trust Company, a bank and trust company
incorporated under the laws of the State of Maryland, as trustee ("Mercantile"),
establishing the terms of the Global Medium-Term Notes, Series A and amending
certain provisions of such indenture as theretofore supplemented, (iv) a Fourth
Supplemental Indenture dated as of April 1, 1990, with Mercantile (the "Fourth
Supplemental Indenture"), establishing the terms of the Global Medium-Term
Notes, Series B and C and amending certain provisions of such indenture as
theretofore supplemented, (v) a Fifth Supplemental Indenture dated as of August
31, 1990, with Mercantile (the "Fifth Supplemental Indenture"), amending certain
provisions of such indenture as theretofore supplemented, (vi) a Sixth
Supplemental Indenture dated as of October 31, 1990, with Mercantile (the "Sixth
Supplemental Indenture"), amending certain provisions of such indenture as
theretofore supplemented, (vii) a Seventh Supplemental Indenture dated as of
September 10, 1991, with Mercantile (the "Seventh Supplemental Indenture"),
amending certain provisions of such indenture as theretofore supplemented,
(viii) an Eighth Supplemental Indenture dated as of February 26, 1992, with
Mercantile (the "Eighth Supplemental Indenture"), amending certain provisions of
such indenture as theretofore supplemented, (ix) a Ninth Supplemental Indenture
dated as of May 12, 1992, with Mercantile (the "Ninth Supplemental Indenture"),
amending certain provisions of such indenture as theretofore supplemented, and
(x) a Tenth Supplemental Indenture dated as of April 1, 1994, with Mercantile
(the "Tenth Supplemental Indenture"), amending certain
provisions of such indenture as theretofore supplemented (such indenture as
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,
the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture and the Tenth Supplemental Indenture referred to
hereinafter as the "Original Indenture"); and
WHEREAS, the Company has heretofore executed and delivered to The Bank
of New York, a banking corporation duly organized and existing under the laws of
the State of New York, as trustee (the "Prior Trustee"), an indenture dated as
of June 1, 1994 (as supplemented, the "Amended and Restated Indenture"),
amending and restating the Original Indenture; and
WHEREAS, the Prior Trustee has heretofore resigned as trustee under
the Amended and Restated Indenture, and the Company has heretofore appointed the
Trustee as successor trustee pursuant to an Instrument of Assignment,
Appointment and Acceptance dated as of May 15, 1995 among the Company, the Prior
Trustee and the Trustee; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of June 1, 1994 (the "Second Amended and Restated
Indenture"), amending and restating the Amended and Restated Indenture, and
which Second Amended and Restated Indenture was supplemented by a First
Supplemental Indenture dated as of August 1, 1996, amending certain terms of the
Second Amended and Restated Indenture; and
WHEREAS, the Second Amended and Restated Indenture incorporates by
reference Articles One through Fourteen of the General Electric Capital
Corporation Second Amended and Restated Standard Global Multiple-Series
Indenture Provisions dated as of June 1, 1994 (the "Second Amended and Restated
Standard Global Provisions"); and
WHEREAS, it is provided in Section 10.01 of the Second Amended and
Restated Indenture, among other things, that without the consent of the holder
of any security issued under the Second Amended and Restated Indenture, the
Company and the Trustee (as defined in the Second Amended and Restated Standard
Global Provisions) may enter into indentures supplemental thereto to make
provisions in regard to matters arising under the Second Amended and Restated
Indenture which shall not adversely affect the interests of the holder of any
such security or coupon; and
WHEREAS, in accordance with Section 10.01 of the Second Amended and
Restated Indenture, the Company desires, and the Trustee has agreed, to enter
into
this Third Amended and Restated Indenture to amend and restate the Second
Amended and Restated Indenture and the Second Amended and Restated Standard
Global Provisions in their entirety with effect from and after the date hereof;
and
WHEREAS, all acts and things necessary to make this Third Amended and
Restated Indenture a valid agreement of the Company according to its terms, have
been done and performed, and the execution and delivery of this Third Amended
and Restated Indenture have in all respects been duly authorized,
NOW, THEREFORE, WITNESSETH:
That in order to declare the terms and conditions upon which
Securities (as defined below) issued after the date hereof are, and are to be,
authenticated, issued and delivered, and in consideration of the premises, of
the purchase and acceptance of the Securities by the holders thereof and of the
sum of one dollar duly paid to it by the Trustee at the execution and delivery
of these presents, the receipt whereof is hereby acknowledged, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of any series
thereof, that the Second Amended and Restated Indenture is hereby amended and
restated, with effect only from and after the date hereof, in its entirety as
follows:
PARAGRAPH A. Incorporation by Reference
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Solely for the purpose of this Third Amended and Restated Indenture
and the Securities issued from and after the date hereof, the Second Amended and
Restated Global Standard Provisions are deleted in their entirety and there is
substituted in lieu thereof Articles One through Fourteen of the Third Amended
and Restated General Electric Capital Corporation Standard Global Multiple-
Series Indenture Provisions dated as of February 27, 1997 (the "Third Amended
and Restated Standard Global Provisions"), which are hereby incorporated herein
by reference with the same force and effect as though fully set out herein.
For purposes of this Third Amended and Restated Indenture, the terms
"Security" or "Securities", when used in the Third Amended and Restated Standard
Global Provisions, shall mean any Note or Notes, as the case may be,
authenticated and delivered under this Third Amended and Restated Indenture.
PARAGRAPH B. Additional Provisions
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Each of the following provisions, which constitutes part of this Third
Amended and Restated Indenture, is numbered to conform with the format of the
Third Amended and Restated Standard Global Provisions:
1. Title and Terms of Global Series A Notes
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Section 2.01. Title and Terms. The series of securities created by
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the Third Supplemental Indenture, which was designated therein as the "Global
Medium-Term Notes, Series A" and designated under the Second Amended and
Restated Indenture as "Global Medium-Term Notes, Series A" is hereby designated
as a series of Securities under this Third Amended and Restated Indenture and
shall be known and designated as the "Global Medium-Term Notes, Series A" (the
"Global Series A Notes"). The Global Series A Notes may be issued in one or
more Tranches, pursuant to Section 2.02 of this Third Amended and Restated
Indenture.
Each Global Series A Notes will mature on a day from 9 months to 60
years from the date of issue, as selected by the initial purchaser thereof and
agreed to by the Company. Except as may be otherwise provided with respect to
any Tranche of Global Series A Notes, in the event that such maturity date is
not a Business Day, principal and interest due at maturity will be paid on the
next succeeding Business Day, with the same effect as if made on the stated
maturity date.
Section 2.02. Amount and Denomination. The Global Series A Notes
-----------------------
which may be authenticated and delivered hereunder are unlimited in aggregate
principal amount. The Company shall, by delivery of a certificate of any
officer of the Company, notify the Trustee from time to time of any limitation
which may have been adopted by the Board of Directors on the authentication and
delivery of Global Series A Notes pursuant to the preceding sentence.
The Global Series A Notes will be denominated in U.S. dollars or a
foreign or composite currency (the "Specified Currency") and are issuable only
in fully registered form in denominations of 100,000 units of the Specified
Currency and integral multiples of 1,000 units of the Specified Currency in
excess thereof, except as may otherwise be provided in or pursuant to a
supplemental indenture or resolution of the Board of Directors in accordance
with Section 2.02 of this Third Amended and Restated Indenture with respect to
any particular Tranche of Global Series A Notes.
Section 2.03. Form of the Global Series A Notes; Other Terms of the
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Global Series A Notes. The forms of the Global Series A Notes, and terms of the
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Global Series A Notes other than as provided herein, may be established in or
pursuant to a supplemental indenture or a resolution of the Board of Directors
in accordance with Section 2.02 of this Third Amended and Restated Indenture.
Section 2.04. Subsequent Authentication of Global Series A Notes.
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Global Series A Notes authenticated and delivered pursuant to any of Sections
2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Third Amended and Restated
Indenture shall be Global Series A Notes of the same Tranche as the predecessor
Global Series A Notes.
2. Title and Terms of Global Series B Notes and Global Series C Notes
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Section 2.01. Titles and Terms. The series of securities created by
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the Fourth Supplemental Indenture which were designated therein as "Global
Medium-Term Notes, Series B" and "Global Medium-Term Notes, Series C" and
designated under the Second Amended and Restated Indenture as "Global Medium-
Term Notes, Series B" and "Global Medium-Term Notes, Series C" are each hereby
designated as a series of Securities under this Third Amended and Restated
Indenture and shall be known and designated as "Global Medium-Term Notes, Series
B" and "Global Medium-Term Notes, Series C", respectively (collectively the
"Global Series B and C Notes"). The Global Series B and C Notes may be issued
in one or more Tranches, pursuant to Section 2.02 of this Third Amended and
Restated Indenture.
Each Global Series B Note and Global Series C Note will mature on a
day from 9 months to 60 years from the date of issue, as selected by the initial
purchaser thereof and agreed to by the Company. Except as may be otherwise
provided with respect to any Tranche of Global Series B Notes or Global Series C
Notes, in the event that such maturity date is not a Business Day, principal and
interest due at maturity will be paid on the next succeeding Business Day, with
the same effect as if made on the stated maturity date.
Section 2.02. Amount and Denomination. The Global Series B and C
-----------------------
Notes which may be authenticated and delivered hereunder are unlimited in
aggregate principal amount. The Company shall, by delivery of a certificate of
any officer of the Company, notify the Trustee from time to time of any
limitation which may have been adopted by the Board of Directors on the
authentication and delivery of Global Series B and C Notes pursuant to the
preceding sentence.
The Global Series B and C Notes will be denominated in a Specified
Currency and are issuable as Unregistered Securities (the "Unregistered Notes")
with or without Coupons or, at the option of the holder thereof, as Registered
Securities (the "Registered Notes") without Coupons. Unregistered Notes are
issuable in denominations not less than 1,000 units of the Specified Currency
and in such other denominations in excess thereof as may be provided in or
pursuant to a supplemental indenture or resolution of the Board of Directors in
accordance with Section 2.02 of this Third
Amended and Restated Indenture with respect to any particular Tranche of Global
Series B or C Notes. Registered Notes are issuable in denominations of 100,000
units of the Specified Currency and integral multiples of 1,000 units of the
Specified Currency in excess thereof, except as may otherwise be provided in or
pursuant to a supplemental indenture or a resolution of the Board of Directors
in accordance with Section 2.02 of this Third Amended and Restated Indenture
with respect to any particular Tranche of Global Series B or C Notes.
Section 2.03. Forms of the Global Series B and C Notes; Other Terms
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of the Global Series B and C Notes. The forms of the Global Series B and C
----------------------------------
Notes, and terms of the Global Series B and C Notes other than as provided
herein, may be established in or pursuant to a supplemental indenture or a
resolution of the Board of Directors in accordance with Section 2.02 of this
Third Amended and Restated Indenture.
Section 2.04. Subsequent Authentication of Global Series B and C
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Notes. Global Series B and C Notes authenticated and delivered pursuant to any
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of the Sections 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Third Amended and
Restated Indenture shall be Global Series B or C Notes, as the case may be, of
the same Tranche as the predecessor Global Series B or C Notes, as the case may
be.
Section 2.05. Additional Notes. (a) Additional Global Series B or C
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Notes, as the case may be, of the same Tranche may be issued subsequent to the
original issue date of any Global Series B or C Notes (the "Additional Notes").
Any such Additional Notes shall be issued as Unregistered Notes (which Notes may
be issued initially in the form of a Temporary Global Note) which, on or after
the Exchange Date for such Additional Notes, shall be issued in definitive form
with Coupons attached and shall be dated the date of such prior issue of Notes.
In the event Additional Notes are issued prior to the Exchange Date for the
prior issue of Global Series B or C Notes of the same Tranche, the Exchange Date
for such prior issue of Notes may be extended to a date not less than 40 days
after the issue date of the Additional Notes.
(b) Additional Notes authenticated and delivered pursuant to Section
2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Third Amended and Restated
Indenture shall be Global Series B or C Notes, as the case may be, of the same
Tranche as the prior issue of Global Series B or C Notes, as the case may be.
(c) Additional Notes, together with any prior issue of Global Series
B or C Notes, as the case may be, having identical terms (except for
authentication date and public offering price), shall constitute one and the
same Tranche of Notes for all purposes under this Third Amended and Restated
Indenture.
THE CHASE MANHATTAN BANK hereby accepts the trusts in this Third
Amended and Restated Indenture declared and provided, upon the terms and
conditions hereinabove set forth.
IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused
this Third Amended and Restated Indenture to be signed and acknowledged by its
Senior Vice President-Corporate Treasury and Global Funding Operation and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries, and THE CHASE MANHATTAN BANK has
caused this Third Amended and Restated Indenture to be signed and acknowledged
by one of its Second Vice Presidents and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Assistant Treasurers, as of
the day and year first written above.
[CORPORATE SEAL] GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Titles: Senior Vice President Corporate Treasury and
Global Funding Operation
Attest:
/s/ Xxxxx X. Xxxxxxx
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Title: Assistant Secretary
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Second Vice President
Attest:
/s/
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Title: Assistant Treasurer
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
On the 3rd day of June, 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 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 by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxx X. Xxxxxx
-----------------------------
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 27th day of February, 1997, before me personally came Xxxx
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that she
resides in Staten Island, New York; that she is a Second Vice President of THE
CHASE MANHATTAN BANK, one of the entities 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 by authority of the Board of Directors of said corporation; and that she
signed her name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
