AMENDED AND RESTATED
FISCAL AND PAYING AGENCY AGREEMENT
among
GENERAL ELECTRIC CAPITAL CORPORATION,
GE CAPITAL AUSTRALIA LIMITED,
GENERAL ELECTRIC CAPITAL CANADA INC.
and
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
LONDON BRANCH
Euro Medium-Term Notes and Other Debt Securities Due
9 Months or more
from Date of Issue
------------------------------------------
Dated as of July 2, 1996
------------------------------------------
TABLE OF CONTENTS
-----------------
Page
1. Appointment of Fiscal and Paying Agent 1
--------------------------------------
2. Notes Issuable in Series 1
------------------------
3. Execution and Authentication of Notes; Date and Denomination of Notes 5
---------------------------------------------------------------------
4. Exchange and Registration of Transfer of Notes 9
----------------------------------------------
5. Payments of Principal, Premium and Interest; Paying Agents 11
----------------------------------------------------------
6. Redemption; Sinking Funds; Repayment at the Option of the Holder 15
----------------------------------------------------------------
7. Mutilated, Destroyed, Stolen or Lost Notes 19
------------------------------------------
8. Events of Default 20
-----------------
9. Additional Payments; Tax Redemption 24
-----------------------------------
10. Covenant of the Issuers and the Guarantor 32
-----------------------------------------
11. Obligations of the Fiscal and Paying Agent 32
------------------------------------------
12. Maintenance and Resignation of Fiscal and Paying Agent 35
------------------------------------------------------
13. Paying Agency 36
-------------
14. Merger, Consolidation, Sale or Conveyance 37
-----------------------------------------
15. Meetings of Holders of the Notes 38
--------------------------------
16. Consent of Holders 41
------------------
17. Stamp Taxes 41
-----------
18. Modifications and Amendments 42
----------------------------
19. Notices to Parties 43
------------------
20. Notices to and by Holders of the Notes 44
--------------------------------------
21. Business Day 45
------------
22. Central Bank Reporting Requirements 45
-----------------------------------
23. Governing Law 46
-------------
24. Consent to Service 46
------------------
25. Counterparts 46
------------
26. Inspection of Agreement 46
-----------------------
27. Descriptive Headings 46
--------------------
28. Provisions Binding on Successors 46
--------------------------------
29. Official Acts by Successor Corporation 47
--------------------------------------
30. Severability 47
------------
AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated
as of July 2, 1996 between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ("GE Capital"), GE Capital Australia Limited (ACN 008 562 534), a
company organized under the laws of the Australian Capital Territory ("GEC
Australia") and General Electric Capital Canada Inc., a Canadian corporation
("GEC Canada") (each an "Issuer" and together the "Issuers") and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION), LONDON BRANCH, as Fiscal and Paying Agent
(the "Agreement").
Pursuant to the Amended and Restated Euro MTN Distribution
Agreement dated as of July 2, 1996, among the Issuers (including GE Capital in
its capacity as Guarantor of Notes issued by GEC Australia or GEC Canada) and
the agents named therein (the "Agents") (as amended from time to time, the
"Distribution Agreement"), each Issuer has agreed to issue from time to time its
Euro Medium-Term Notes ("Medium Term Notes") and other debt securities ("Other
Debt Securities") having maturities from 9 months or more from date of issue
(collectively, Medium Term Notes and Other Debt Securities are referred to
herein as the "Notes"). The Guarantor has agreed to guarantee Notes issued
pursuant to this Agreement by GEC Australia or GEC Canada in the form of the
guarantee attached hereto as Exhibit D-1 (the "Guarantee"). Administrative
procedures, which have been agreed to by the Issuers (including GE Capital in
its capacity as Guarantor of Notes issued by GEC Australia or GEC Canada) and
the Agents as of the date hereof, are attached as Exhibit A hereto (such
procedures, as amended from time to time pursuant to the Distribution Agreement,
are hereinafter referred to as the "Administrative Procedures").
1. Appointment of Fiscal and Paying Agent. Each Issuer and (in
--------------------------------------
the case of Notes issued by GEC Australia or GEC Canada) the Guarantor hereby
appoint The Chase Manhattan Bank (National Association), acting through its
London Branch located at Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx, as the fiscal agent and as the principal paying agent (in such
capacities and including any successor Fiscal and Paying Agent appointed
hereunder, the "Fiscal and Paying Agent") in respect of the Notes, upon the
terms and subject to the conditions stated herein and in the Notes certified
from time to time pursuant to Section 2 hereof. The Fiscal and Paying Agent
hereby accepts such appointment and agrees, upon such terms and subject to such
conditions, to perform its obligations under this Agreement, the Notes certified
from time to time pursuant to Section 2 hereof and the Administrative
Procedures.
2. Notes Issuable in Series. (a) Each Issuer may issue Notes
-------------------------
hereunder in one or more series of Notes, each series (a "Series") having
identical terms but for authentication date and public offering price; provided
--------
that a Series of Notes may comprise Notes in bearer form ("Bearer Notes") and
Notes in registered form ("Registered Notes"). Each such Series may contain one
or more tranches of Notes, each such tranche (a "Tranche") having identical
terms, including authentication date and public offering price; provided that a
--------
Tranche of Notes may comprise Bearer Notes and Registered Notes.
(b) Notes issued hereunder shall be issued pursuant to
authority granted by the Board of Directors of the relevant Issuer and (in the
case of Notes issued by GEC Australia or GEC Canada) the Guarantor or any duly
authorized committee thereof and shall be in such form as shall be certified to
the Fiscal and Paying Agent from time to time by any one authorized person, as
specified in Section 3(a) hereof.
(c) Prior to the issue of the first Tranche of Notes of a
Series hereunder, the relevant Issuer and (in the case of Notes issued by GEC
Australia or GEC Canada) the Guarantor shall advise the Fiscal and Paying Agent
in writing of the following terms which shall be applicable to such Series of
Notes (each such set of written instructions shall be provided by such persons
as are designated by an Issuer Authorized Representative (as defined in Section
3(a)) from time to time in an incumbency certificate delivered to the Fiscal and
Paying Agent and shall hereinafter be referred to as a "Corporate Order"):
(1) the title of the Series (which shall distinguish the Notes
of such Series from all other Notes), including identifying whether
such series will be issued as Medium Term Notes or Other Debt
Securities;
(2) any limit upon the aggregate principal amount of the Notes
of such Series which may be authenticated and delivered under this
Agreement (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes of the Series pursuant to Sections 3, 4, 6 and 7);
(3) the date or dates on which the principal of and premium,
if any, on the Notes of the Series are payable;
(4) the rate or rates, or the method of determination thereof,
at which the Notes of the Series shall bear interest, if any, the date
or dates from which such interest shall accrue, the interest payment
dates on which such interest shall be payable and, in the case of any
Registered Note, if other than as set forth in Section 3, the record
dates for the determination of holders to whom interest is payable;
(5) the place or places where the principal of, and premium,
if any, and interest on Notes of the Series shall be payable;
(6) the currency in which the Notes of such Series is
denominated, which may include U.S. dollars, any foreign currency or
any composite of two or more currencies (the "Specified Currency");
(7) the currency or currencies in which payments on the Notes
of such Series are payable, if other than the Specified Currency;
(8) the price or prices at which, the period or periods within
which and the terms and conditions upon which the Notes of such Series
may be redeemed, in whole or in part, at the option of the relevant
Issuer, pursuant to any sinking fund or otherwise;
(9) the obligation, if any, of the relevant Issuer or the
Guarantor to redeem, purchase or repay the Notes of such Series
pursuant to any right to do so contained in the Notes or pursuant to
sinking fund or analogous provisions or at the option of a holder
thereof and the price or prices at which and the period or periods
within which and the terms and conditions upon which the Notes of such
Series shall be redeemed, purchase or repaid, in whole or in part,
pursuant to such obligation;
(10) the denominations in which the Notes of such Series shall
be issuable, if other than (a) in the case of Registered Notes, 10,000
units of the Specified Currency and integral multiples of 1,000 units
of the Specified Currency in excess thereof, or (b) in the case of all
Bearer Notes in definitive form, 1,000, 10,000 and 100,000 units of the
Specified Currency, or (c) in the case of Bearer Notes in global form,
any integral multiple of 1,000 units of the Specified Currency;
(11) if other than the principal amount thereof, the portion
of the principal amount of the Notes of such Series which shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 8;
(12) if other than the Specified Currency, the coin or
currency in which payment of the principal of, premium, if any, or
interest on the Notes of such Series shall be payable;
(13) if the principal of, premium, if any, or interest on the
Notes of such Series are to be payable, at the election of the relevant
Issuer or the Guarantor or a holder thereof, in a coin or currency
other than the Specified Currency, the period
or periods within which, and the terms and conditions upon which, such
election may be made;
(14) if the amount of payments of principal of, premium, if
any, and interest on the Notes of such Series may be determined with
reference to an index based on a coin or currency other than the
Specified Currency, the manner in which such amounts shall be
determined;
(15) if other than as provided in Sections 3, 4 and 5 hereof,
whether the Notes of such Series will be issuable as Registered Notes
or Bearer Notes (with or without coupons), or any combination of the
foregoing, any restriction applicable to the offer, sale or delivery of
Bearer Notes or the payment of interest thereon and the terms upon
which Bearer Notes of any Series may be exchanged for Registered Notes
of such Series, except that the Notes of such Series shall only be
issuable as Bearer Notes unless otherwise provided in such Corporate
Order;
(16) any Events of Default with respect to the Notes of such
Series, if not set forth herein;
(17) if other than those named herein, any other depositaries,
authenticating or paying agents, transfer agents or registrars or any
other agents with respect to such Series;
(18) the stock exchanges, if any, on which the Notes will be
listed and related information;
(19) any applicable restrictions on the transfer of any of the
Notes of such Series; and
(20) any other terms of the Series (which terms shall not
be inconsistent with the provisions of this Agreement).
All Notes of any one Series and coupons, if any, appertaining
thereto, shall be substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to such Corporate Order. The Notes
and the coupons, if any, appertaining thereto shall be in substantially such
form as shall be established pursuant to a resolution of the Board of Directors
of the relevant Issuer and the Guarantor, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement, and may have such legends or endorsements placed
thereon as the officers executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with the
directions of Xxxxxx Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System (the "Euroclear Operator") or Cedel Bank,
societe anonyme ("Cedel Bank") or any successors thereto or with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any stock exchange on which such Notes may be listed, or to conform to usage.
(d) An additional Tranche of the same Series may be issued
subsequent to the original issue date of any Notes of such Series (hereinafter
called "Additional Notes") following the receipt by the Fiscal and Paying Agent
of a Corporate Order pertaining to such Tranche, which Corporate Order will
identify the Series to which such Tranche belongs and the issue date and
aggregate principal amount of the Notes of such Tranche. Any such Additional
Notes shall be issued initially as provided in Section 3. In the event
Additional Notes are issued prior to the Exchange Date (as hereinafter defined)
for a temporary global Bearer Note representing a prior Tranche of Notes of the
same Series, the Exchange Date for such prior Tranche of Notes may be extended
to a date not less than 40 days after the issue date of such Additional Notes;
provided however, in no event shall the Exchange Date for any Tranche of Notes
-------- -------
be extended to a date more than 160 days after their issue date.
Additional Notes, together with each prior and subsequent
Tranche of Notes of the same Series, shall constitute one and the same Series of
Notes for all purposes under this Agreement.
3. Execution and Authentication of Notes; Date and
-----------------------------------------------
Denomination of Notes. (a) Execution, delivery and safekeeping of Notes. The
--------------------- --------------------------------------------
Notes and, if applicable, coupons appertaining thereto in the form certified to
the Fiscal and Paying Agent pursuant to the provisions of Section 2(b) shall
each be executed on behalf of the GEC Capital or GEC Australia by any one of GE
Capital's Chairman of the Board, its President, its Senior Vice President,
Finance, its Senior Vice President-Corporate Treasury and Global Funding
Operation, or by a duly authorized attorney-in-fact, and on behalf of GEC Canada
by any one of GEC Canada's members of its Board of Directors, a Vice-President
or an Assistant Vice President (each an "Issuer Authorized Representative").
Such signatures may be the manual or facsimile signatures of any person who, at
the time of such execution, holds any such office or of a duly authorized
attorney-in-fact. Any signature in facsimile may be imprinted or otherwise
reproduced on the Notes or the coupons. Each definitive Note shall have
imprinted thereon a facsimile of the corporate seal of the relevant Issuer
attested by the Secretary or any Assistant Secretary of such Issuer. In case any
authorized officer of such Issuer or attorney-in-fact who shall have signed any
Note or coupon shall cease to hold such office or be such attorney-in-fact
before the Note so signed (or the Note to which the coupon so signed is
attached) shall be authenticated and delivered by the Fiscal and Paying Agent or
disposed of by such Issuer, such Note or coupon nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Note or coupon had not ceased to hold such office or be such attorney-in-fact;
and any Note or coupon may be signed on behalf of such Issuer by any person who,
as at the actual date of the execution of such Note or coupon, shall hold such
office or be an attorney-in-fact, although at the date of the execution and
delivery of this Agreement any such person did not hold such office or was not
an attorney-in-fact.
The relevant Issuer will furnish the Fiscal and Paying Agent
with an adequate supply of Notes having attached thereto appropriate coupons, if
any, in the forms approved in accordance with Section 2(b) of this Agreement,
bearing consecutive control numbers. Such Notes shall have been executed by an
Issuer Authorized Representative and
attested by the Secretary or an Assistant Secretary of such Issuer in accordance
with this Section. The Fiscal and Paying Agent or its designated agent will hold
such blank Notes in safekeeping in accordance with its customary practice and
shall issue such Notes in the order of the control numbers imprinted thereon.
The Fiscal and Paying Agent will permit the relevant Issuer and its agents, at
all reasonable times and upon reasonable notice, to examine the Notes and all
books, records and other materials and information of the Fiscal and Paying
Agent relating thereto.
(b) Execution of Guarantee. The Guarantee endorsed on Notes
----------------------
issued by GEC Australia or GEC Canada shall be executed on behalf of the
Guarantor by any one of its Chairman of the Board, its President, its Senior
Vice President, Finance, its Senior Vice President-Corporate Treasury and Global
Funding Operation, or by a duly authorized attorney-in-fact. Such signatures may
be the manual or facsimile signatures of any person who, at the time of such
execution, holds any such office or of a duly authorized attorney-in-fact. Any
signature in facsimile may be imprinted or otherwise reproduced on the Guarantee
endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall
have imprinted thereon a facsimile of the corporate seal of the Guarantor. In
case any authorized officer of the Guarantor or attorney-in-fact who shall have
signed any Guarantee shall cease to hold such office or be such attorney-in-fact
before the Note endorsed with the Guarantee so signed shall be authenticated and
delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer,
such Note or coupon nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Guarantee endorsed on such Note had not
ceased to hold such office or be such attorney-in-fact; and any Guarantee may be
signed on behalf of the Guarantor by any person who, as at the actual date of
the execution of such Guarantee, shall hold such office or be an
attorney-in-fact, although at the date of the execution and delivery of this
Agreement any such person did not hold such office or was not an
attorney-in-fact.
(c) Authentication of temporary global Notes. Unless otherwise
----------------------------------------
specified in the applicable Corporate Order or by the relevant Agent or Agents,
each Tranche of Notes, including any Tranche of Additional Notes issued prior to
the Exchange Date for a prior Tranche of Notes of the same Series, shall
initially be issued in the form of a single temporary global Note in bearer
form. The temporary global Bearer Notes shall be authenticated by the Fiscal and
Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal
and Paying Agent, upon the same conditions, in substantially the same manner and
with the same effect as the definitive Notes, and shall be deposited with a
common depositary (the "Depositary") for the accounts of the Euroclear Operator
and Cedel Bank or any other recognized or agreed clearing system for credit to
the respective securities clearance accounts of the relevant Agents (or to such
other accounts as they may have directed) maintained with the Euroclear Operator
or with Cedel Bank. For purposes of this Agreement "Exchange Date" for any
Series of Notes shall mean the first Business Day that is at least 40 days after
the issue date of such Series; provided that in the event a Tranche of
Additional Notes of the same Series is issued prior to the Exchange Date of a
prior Tranche of such Series (as such Exchange Date may have been extended
pursuant to this sentence), such Exchange Date shall be extended (or further
extended, as the case may be) to a date not earlier than 40 days after the issue
date of such subsequent Tranche; provided however, in no event shall the
-------- -------
Exchange Date for any Tranche of Notes be
extended to a date more than 160 days after their issue date. No such exchange
will be made on a day that is not a business day in the city of London, England,
but shall instead be made on the next succeeding day that is a business day in
the city of London, England.
(d) Exchange of temporary global Notes; certification
-------------------------------------------------
requirements. On or up to 10 days prior to the Exchange Date for any Series of
------------
Notes held in temporary global form, the beneficial owners of such temporary
global Note shall deliver to the Euroclear Operator or Cedel Bank, as the case
may be, a certificate substantially in the form set forth in Exhibit B-1 hereto,
copies of which certificate shall be available at the offices of the Euroclear
Operator and Cedel Bank, the Fiscal and Paying Agent and each other paying agent
of the relevant Issuer and (in the case of Notes issued by GEC Australia or GEC
Canada) the Guarantor. On or after the Exchange Date for any Series of Notes,
upon the request of the Depositary, acting on behalf of the Euroclear Operator
and Cedel Bank, acting in turn on behalf of such beneficial owners, the Fiscal
and Paying Agent shall authenticate a permanent global Note in bearer form or
(if specified in the applicable Corporate Order) definitive Bearer Notes and/or
definitive Registered Notes in the amounts requested in an aggregate principal
amount equal to the aggregate principal amount of the temporary global Note
beneficially owned by such owners, but only upon delivery by the Euroclear
Operator and/or Cedel Bank, acting on behalf of such owners, to the Fiscal and
Paying Agent or its duly authorized attorney-in-fact of a certificate or
certificates substantially in the form set forth in Exhibit B-2 hereto. Such
permanent global Note, if any, shall be authenticated by the Fiscal and Paying
Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and
Paying Agent, upon the same conditions, in substantially the same manner and
with the same effect as the definitive Notes, and shall be deposited with the
Depositary for the accounts of the Euroclear Operator and Cedel Bank for credit
to the respective accounts of such beneficial owners.
Upon any such exchange of all or a portion of a temporary
global Note for a permanent global Note or definitive Notes, such temporary
global Note shall be endorsed by the Fiscal and Paying Agent or its duly
authorized attorney-in-fact to reflect the reduction of its principal amount by
an amount equal to the aggregate principal amount of such permanent global Note
or definitive Notes as to which certification has been provided as set forth in
the preceding paragraph.
(e) Exchange of permanent global Note; certification
------------------------------------------------
requirements. Beneficial owners of Notes desiring to exchange their interests in
------------
any permanent global Bearer Note for definitive Notes in bearer form or (if the
relevant Corporate Order so allows) for definitive Notes in registered form
shall instruct the Euroclear Operator or Cedel Bank to request such exchange on
their behalf and shall deliver to the Euroclear Operator or Cedel Bank, as the
case may be, a certificate substantially in the form set forth in Exhibit C-1
hereto, copies of which certificate shall be available at the offices of the
Euroclear Operator and Cedel Bank, the Fiscal and Paying Agent and each other
paying agent of the relevant Issuer and (in the case of Notes issued by GEC
Australia or GEC Canada) the Guarantor. Upon the request of the Depositary,
acting on behalf of the Euroclear Operator and Cedel Bank, acting in turn on
behalf of such beneficial owners, the Fiscal and Paying Agent shall, upon 30-
days' written notice, authenticate and deliver outside the United States,
Australia and Canada (except in compliance with the securities
laws of Canada and the provinces and territories thereof) to or for the account
of such beneficial owners, definitive Notes in an aggregate principal amount
equal to the aggregate principal amount of such permanent global Bearer Note,
but only upon delivery by the Euroclear Operator or Cedel Bank, acting on behalf
of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-
in-fact of a certificate or certificates substantially in the form set forth in
Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall
be paid by the relevant Issuer or (in the case of Notes issued by GEC Australia
or GEC Canada) the Guarantor. Notwithstanding anything to the contrary contained
in this subsection 3(e), the Fiscal Agent shall not be required to exchange the
entire aggregate principal amount of a permanent global Bearer Note for
definitive Bearer Notes in the event beneficial owners of less than the entire
aggregate principal amount of the permanent global Bearer Note have requested
definitive Bearer Notes, provided the operating rules and regulations of the
clearance system then in effect would permit less than the entire aggregate
principal amount of the permanent global Bearer Note to be so exchanged.
Each permanent global Note shall in all respects be entitled
to the same benefits under this Agreement as definitive Notes authenticated and
delivered hereunder.
Any certification referred to in Section 3(c) or (d) above
which is delivered to the Fiscal and Paying Agent by the Euroclear Operator or
by Cedel Bank, as the case may be, may be relied upon by the Fiscal and Paying
Agent as conclusive evidence that the corresponding certification or
certifications of the beneficial owner or owners have been delivered to the
Euroclear Operator or to Cedel Bank, as the case may be, pursuant to the terms
of this Agreement and the terms of the Notes.
(f) Authentication of Registered Notes. If so specified in the
----------------------------------
applicable Corporate Order, Notes of any Series may be issued in fully
registered form. Such Corporate Order will specify whether Registered Notes of
such Series may be issued in exchange for Bearer Notes of such Series and
whether the Notes of such Series may initially be issued in permanent global or
definitive form. Registered Notes shall be authenticated by the Fiscal and
Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal
and Paying Agent and, in the case of permanent global Registered Notes,
deposited with the Depositary for the accounts of the Euroclear Operator and
Cedel Bank for credit to the respective securities clearance accounts of the
relevant Agents (or to such other accounts as they may have directed) maintained
with the Euroclear Operator or with Cedel Bank or the Depositary Trust Company
in New York City for credit to the respective accounts of the relevant Agents
(or to such other accounts as they may have directed) maintained with the
Depositary Trust Company or such other clearance and settlement organization as
is specified in the applicable Corporate Order.
4. Exchange and Registration of Transfer of Notes. (a)
----------------------------------------------
Exchange of Registered Notes. Registered Notes of any Series may be exchanged
----------------------------
for a like aggregate principal amount of Registered Notes of the same Series of
other authorized denominations. Bearer Notes will not be issuable in exchange
for Registered Notes.
If so provided in the relevant Corporate Order, Bearer Notes
of any Series (with all unmatured coupons, if any, and all matured coupons, if
any, then in default, attached thereto) will be exchangeable (upon the terms,
set forth in Section 3) for Registered Notes of the same Series of any
authorized denominations and in an equal aggregate principal amount. Bearer
Notes surrendered in exchange for Registered Notes after the close of business
on (i) any record date with respect to any regular payment of interest and
before the opening of business at such office on the relevant interest payment
date, or (ii) any record date to be established for the payment of defaulted
interest and before the opening of business on the related proposed date for
payment of defaulted interest, shall be surrendered without the coupon relating
to such date for payment of interest.
Notes to be exchanged pursuant to the preceding two paragraphs
shall be surrendered, at the option of the holders thereof, either at the office
or agency designated and maintained by the relevant Issuer and (in the case of
Notes issued by GEC Australia or GEC Canada) the Guarantor for such purpose in
accordance with the provisions of Section 5 or at any of such other offices or
agencies as may be designated and maintained by such Issuer and the Guarantor
for such purpose in accordance with the provisions of Section 5, and such Issuer
shall execute and register, the Guarantor shall cause the Guarantee to be
endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver
in exchange therefor the Note or Notes which the Noteholder making the exchange
shall be entitled to receive. The term "Noteholder," "holder of Notes," or other
similar terms, shall mean, (a) with respect to any Registered Note, the person
in whose name at the time such Registered Note is registered on the books of the
relevant Issuer kept for that purpose in accordance with the terms hereof, or
(b) with respect to any Bearer Note, the bearer thereof. Each person designated
by the relevant Issuer pursuant to the provisions of Section 5 as a person
authorized to register and register transfer of the Notes is sometimes herein
referred to as a "Registrar." In no event shall such Issuer designate more than
one Registrar for each Series of Registered Notes. No person shall at any time
be designated as or act as a Registrar unless such person is at such time
empowered under applicable law to act as such and duly registered to act as such
under and to the extent required by applicable law and regulations.
(b) Transfers of Registered Notes. Each Registrar shall keep,
-----------------------------
at each such office or agency, a register for each Series of Notes (for which it
has been appointed Registrar) issuable in registered form (the registers of all
Registrars being herein sometimes collectively referred to as the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Registrar
shall register Registered Notes and shall register the transfer of Registered
Notes as herein provided. The Register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times the Register shall be open for inspection by the relevant
Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due
presentment for registration of transfer of any Registered Note of any Series at
any designated office or agency, such Issuer shall execute, the Guarantor shall
(in the case of Notes issued by GEC Australia or GEC Canada) cause the Guarantee
to be endorsed thereon, the Registrar shall register and the Fiscal and Paying
Agent shall authenticate and deliver in the name of the transferee or
transferees a new Registered Note or Registered Notes of the same Series for
an equal aggregate principal amount. Registration or registration of transfer of
any Registered Note by any Registrar in the Register maintained by such
Registrar, and delivery of such Registered Note, duly authenticated, shall be
deemed to complete the registration or registration of transfer of such
Registered Note.
All Registered Notes presented for registration of transfer or
for exchange, redemption, repayment or payment shall (if so required by the
relevant Issuer, the Guarantor or the Registrar) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange in
form satisfactory to such Issuer, the Guarantor and the Registrar duly executed
by, the holder or his attorney duly authorized in writing.
If so specified in the applicable Corporate Order, the
transfer of some or all of the Registered Notes of any Series may be subject to
the restrictions set forth therein. If so specified in such Corporate Order, the
Registrar for such Notes shall not register the transfer of any such Notes
absent compliance with such restrictions.
(c) Exchange and transfer of Bearer Notes. Bearer Notes in
-------------------------------------
definitive form of any Series will be exchangeable for Bearer Notes in
definitive form of the same Series in other authorized denominations, in an
equal aggregate principal amount. Bearer Notes to be so exchanged shall be
surrendered, at the option of the holders thereof, at the office of any Paying
Agent appointed by the relevant Issuer and (in the case of Notes issued by GEC
Australia or GEC Canada) the Guarantor to perform such service in accordance
with the provisions of Section 5, and such Issuer shall execute, the Guarantor
shall cause the Guarantee to be endorsed thereon and such Paying Agent shall
authenticate and deliver in exchange therefor the Bearer Note or Notes which the
Noteholder making the exchange shall be entitled to receive. Bearer Notes and
any coupons appertaining thereto will be transferable by delivery.
(d) Repository of master list of holders of Registered Notes.
--------------------------------------------------------
The relevant Issuer will at all times designate one person (who may be such
Issuer and who need not be the Registrar of any Series) to act as repository of
a master list of names and addresses of the holders of the Registered Notes. The
Fiscal and Paying Agent shall act as such repository unless and until some other
person is, by written notice from such Issuer to the Fiscal and Paying Agent and
each Registrar, designated by such Issuer to act as such. Such Issuer shall
cause each Registrar to furnish to such repository, on a current basis, such
information as to all registrations of transfer and exchanges effected by such
Registrar, as may be necessary to enable such repository to maintain such master
list on as current a basis as is practicable.
(e) Miscellaneous. Except as provided in Section 3(d), no
-------------
service charge shall be made for any exchange or registration of transfer of
Notes, but the relevant Issuer and (in the case of Notes issued by GEC Australia
or GE Canada) the Guarantor may require payment of a sum sufficient to cover any
transfer taxes governmental charge that may be imposed in connection therewith.
The relevant Issuer shall not be required (i) to issue,
register the transfer of or exchange Notes to be redeemed for a period of
fifteen calendar days preceding the first publication of the relevant notice of
redemption, or if Registered Notes are outstanding and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Notes selected for redemption, in whole
or in part, except the unredeemed portion of any such Registered Notes being
redeemed in part, or (iii) to exchange any Bearer Notes selected for redemption,
except that such Bearer Notes may be exchanged for Registered Notes of like
tenor, provided that such Registered Notes shall be simultaneously surrendered
for redemption or (iv) to register transfer of or exchange any Notes surrendered
for optional repayment, in whole or in part.
Notwithstanding anything herein or in the terms of any Notes
to the contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any
agent of such Issuer or the Fiscal and Paying Agent shall be required to
exchange any Bearer Note for a Registered Note if such exchange would result in
adverse income tax consequences to such Issuer (such as, for example, the
inability of such Issuer to deduct from its income, as computed for income tax
purposes, the interest payable on the Bearer Notes) under (i) then applicable
United States Federal income tax laws, (ii) then applicable income tax
legislation in Australia (in the case of Notes issued by GEC Australia), or
(iii) the Income Tax Act (Canada) (or any successor or similar legislation) and
similar Canadian provincial tax legislation (in the case of Notes issued by GEC
Canada).
5. Payments of Principal, Premium and Interest; Paying Agents.
----------------------------------------------------------
(a) Payment generally. In order to provide for the payment of the principal of,
-----------------
premium and interest on each Series of Notes as the same shall become due and
payable on any payment date, the relevant Issuer hereby agrees to pay to the
Fiscal and Paying Agent at the place and in the manner specified below or to
such account or at such offices of any paying agent outside of the United States
and (in the case of Notes issued by GEC Australia) outside of Australia as the
Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case
of Notes issued by GEC Australia or GEC Canada) the Guarantor, such writing to
be delivered not less than five calendar days prior to the payment date, in such
currency or currency units as shall be required to make the payment due on such
payment date, on each interest payment date and on the maturity date of such
Series of Notes or any date fixed for redemption or acceleration of such Series
of Notes (in each case determined in accordance with the terms of such Notes),
in immediately available funds available on such interest payment, maturity,
redemption or acceleration date, as the case may be, in an aggregate amount
which (together with any funds then held by the Fiscal and Paying Agent and
available for the purpose) shall be sufficient to pay the entire amount of the
principal of, premium and interest on such Series of Notes (including Additional
Amounts (as defined below), if any, becoming due on such interest payment,
maturity, redemption or acceleration date), and the Fiscal and Paying Agent
shall hold such amount in trust and apply it to the payment of any such
principal, premium or interest on such interest payment, maturity, redemption or
acceleration date. Nothing contained herein shall be construed to require the
Fiscal and Paying Agent or any other paying agent to make any payment to the
holder of a Note until funds have been received from the relevant Issuer
pursuant to this Section.
(b) Payments on temporary global Notes; certification
-------------------------------------------------
requirements. Beneficial owners of any temporary global Note may receive
------------
interest payments prior to the Exchange Date of such temporary global Note;
provided such beneficial owners deliver a certificate or certificates to the
--------
Euroclear Operator or Cedel Bank substantially in the form set forth in Exhibit
B-1 and instruct the Euroclear Operator or Cedel Bank, as the case may be, to
request such interest payment on their behalf. Upon the request of the
Depositary, acting on behalf of the Euroclear Operator and Cedel Bank, acting in
turn on behalf of beneficial owners of Notes, the Fiscal and Paying Agent shall
make payments of interest to the beneficial owners of interests in temporary
global Notes, but only upon delivery by the Euroclear Operator or Cedel Bank,
acting on behalf of such owners, to the Fiscal and Paying Agent or its duly
authorized attorney-in-fact of a certificate or certificates substantially in
the form set forth in Exhibit B-2 hereto.
In the event of redemption or acceleration of all or any part
of any temporary global Note prior to its Exchange Date, beneficial owners will
be entitled to receive payment on or after the date fixed for such redemption or
on which such acceleration occurs upon compliance by such beneficial owners and
the Euroclear Operator and Cedel Bank, as applicable, with the provisions of the
preceding paragraph of this Section.
(c) Payments on Registered Notes. The person in whose name any
----------------------------
Registered Note of a particular Series is registered at the close of business or
on any Record Date (as hereinafter defined) with respect to any interest payment
date for such Series shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such Registered Note
upon any registration of transfer or exchange subsequent to the Record Date and
prior to such interest payment date; provided however, that (i) if and to the
-------- -------
extent that the relevant Issuer shall default in the payment of the interest on
such interest payment date, such defaulted interest shall be paid to the persons
in whose names outstanding Registered Notes of such Series are registered on a
subsequent Record Date established by notice given by mail by or on behalf of
such Issuer to the holders of such Registered Notes not less than 15 calendar
days preceding such subsequent Record Date, such Record Date to be not less than
five calendar days preceding the date or payment of such defaulted interest and
(ii) interest payable at maturity, redemption or repayment of such Registered
Note shall be payable to the person to whom principal shall be payable. The term
"Record Date" as used in this Section with respect to any regular interest
payment date, shall mean the fifteenth calendar day preceding such interest
payment date, whether or not such fifteenth calendar day shall be a Business Day
(as defined in Section 21).
Interest on Registered Notes may at the option of the relevant
Issuer be paid by check mailed to the persons entitled thereto at their
respective addresses as such appear in the Register, or, at the option of any
holder of $5,000,000 (or the equivalent thereof in more of more foreign or
composite currencies) or more aggregate principal amount of Registered Notes of
any Series and subject to applicable laws and regulations, be made by transfer
to an account denominated in the currency in which such payment is to be made,
maintained by such holder, if appropriate wire transfer instructions have been
received by such Issuer or its agent not less than 10 calendar days prior to the
applicable interest payment date.
(d) Payments on Bearer Notes. Payments on Bearer Notes or the
------------------------
coupons appertaining thereto will, upon presentation of such Notes or coupons at
a designated office outside of the United States, at the holder's option and
subject to applicable laws and regulations, be made by check or wire transfer to
an account denominated in the Specified Currency (unless otherwise provided in
the applicable Corporate Order) in which such payment is to be made, maintained
by such holder with a bank outside the United States and (in the case of Notes
issued by GEC Australia) outside Australia, if appropriate wire transfer
instructions have been received by the relevant Issuer or its agent not less
than 10 calendar days prior to the applicable interest payment date.
The relevant Issuer will maintain one or more offices or
agencies in a city or cities located outside the United States and (in the case
of Notes issued by GEC within Australia) outside Australia (including any city
in which such an agency is required to be maintained under the rules of any
stock exchange on which any of the Notes are listed) where any Bearer Notes
issued hereunder and coupons, if any, appertaining thereto may be presented for
payment. No payment on any Bearer Note or coupon will be made upon presentation
of such Bearer Note or coupon at an agency of the relevant Issuer or the
Guarantor within the United States or (in the case of Notes issued by GEC
Australia) within Australia nor will any payment be made by transfer to an
account in, or by check mailed to an address in, the United States or (in the
case of Notes issued by GEC Australia) in Australia unless pursuant to
applicable United States or Australian laws and regulations then in effect such
payment can be made without adverse tax consequences to such Issuer.
Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and
coupons appertaining thereto may be made at an agency of such Issuer maintained
in the Borough of Manhattan, The City of New York if such payment in U.S.
dollars at each agency maintained by such Issuer outside the United States for
payment on such Bearer Notes is illegal or effectively precluded by exchange
controls or other similar restrictions, and (b) payments in Canadian dollars on
Bearer Notes and Coupons appertaining thereto may be made at an agency of such
Issuer maintained in the City of Toronto if such payment in Canadian dollars at
each agency maintained by such Issuer outside Canada for payment on such Bearer
Notes is illegal or effectively precluded by exchange controls or similar
restrictions.
(e) Place of payment. As long as any Registered Notes remain
----------------
outstanding hereunder, the relevant Issuer will designate and maintain in
London, England an office or agency where such Registered Notes may be presented
for payment, and where such Notes may be presented for registration of transfer
and for exchange as in this Agreement provided.
The relevant Issuer may from time to time designate one or
more additional offices or agencies where Notes and any coupons appertaining
thereto may be presented for payment, where Notes may be presented for exchange
as provided in this Agreement and where Registered Notes may be presented for
registration of transfer as in this Agreement provided, and such Issuer may from
time to time rescind any such designation, as such Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
-------- -------
any manner relieve such Issuer of its obligation to maintain the agencies
provided for in this Section. Such Issuer will give to the Fiscal and Paying
Agent prompt written notice of any such designation or rescission thereof.
The relevant Issuer will give to the Fiscal and Paying Agent
written notice of the location of each such office or agency and of any change
of location thereof. In case such Issuer shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal office of the Fiscal and
Paying Agent in London, England.
The relevant Issuer and (in the case of Notes issued by GEC
Australia or GEC Canada) the Guarantor hereby initially designates the offices
of The Chase Manhattan Bank (National Association), London Branch as the office
or agency where Registered Notes may be presented for payment, for registration
of transfer and for exchange as in this Agreement provided and where notices and
demands to or upon such Issuer and the Guarantor in respect of the Bearer Notes
or of this Agreement may be served. Such principal office is also designated as
repository pursuant to Section 4 for the master list of the names and addresses
of the holders of Registered Notes.
(f) Payments by the Guarantor. If GEC Australia or GEC Canada
-------------------------
shall fail to provide for the amounts payable on any Notes issued by GEC
Australia or GEC Canada, as the case may be, or coupons appertaining thereto, if
any, the Guarantor shall, subject to its right to avail itself of defenses under
all relevant laws for the prescription of actions in respect of such Notes and
coupons appertaining thereto, forthwith upon receipt of notice of such failure
from the Fiscal and Paying Agent (who shall give such notice forthwith upon such
failure) deliver or cause to be delivered to the Fiscal and Paying Agent the
amount thereof (to the extent that the same has not then been delivered by GEC
Australia or GEC Canada, as the case may be), which amount shall be held and
applied in payment of such amounts by the Fiscal Agent and Paying Agent in all
respects as if received from the relevant Issuer under this Agreement.
(g) Taxes; foreign exchange clearance. The Fiscal Agent hereby
---------------------------------
agrees to use its best efforts to obtain, prior to any payment date on the
Notes, any tax or foreign exchange clearance or other authorization required
under the laws of the United States or Australia (in the case of Notes issued by
GEC Australia) or Canada or any province or territory thereof (in the case of
Notes issued by GEC Canada) or any applicable foreign country or other authority
with respect to the payment to be made on the Notes on such date.
6. Redemption; Sinking Funds; Repayment at the Option of the
---------------------------------------------------------
Holder. (a) The provisions of this Section shall be applicable, as the case may
------
be, (i) to any Notes which are redeemable or subject to repayment at the option
of the holder before their maturity and (ii) to any sinking fund for the
retirement of any Notes, in either case except as otherwise specified as
contemplated by Section 2 for any Series of Notes.
The minimum amount of any sinking fund payment provided for by
the terms of any Notes is herein referred to as a "mandatory sinking fund
payment," and any
payment in excess of such minimum amount provided for by the terms of such Notes
is herein referred to as an "optional sinking fund payment."
In case the relevant Issuer shall desire to exercise any right
to redeem all, or, as the case may be, any part of, the Notes of any Series in
accordance with their terms, it shall fix a date for redemption. Notice of
redemption to the holders of Registered Notes to be redeemed in whole or in part
at the option of such Issuer shall be given by mailing notice of such redemption
by first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such holders at their last addresses
as they shall appear in the Register. Notice of redemption to holders of Bearer
Notes shall be published in a leading daily newspaper in the English language of
general circulation in London, England and, if the Series of Notes to be
redeemed is listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper of general circulation in Luxembourg or, if
publication in either London or Luxembourg is not practical, elsewhere in
Western Europe. The term "daily newspaper" shall mean a newspaper customarily
published on each business day in morning editions, whether or not it shall be
published in Saturday, Sunday or holiday editions. Such notice is expected to be
published in the Financial Times and (if such Series of Notes is listed on the
---------------
Luxembourg Stock Exchange) the Luxemburger Wort and shall be published at least
----------------
once a week for three successive weeks prior to the date fixed for redemption,
the first such publication to be not less than 30 days nor more than 60 days
prior to the date fixed for redemption. If by reason of the temporary or
permanent suspension of publication of any newspaper or by reason of any other
cause, it shall be impossible to make publication of such notice in a daily
newspaper as herein provided, then such publication or other notice in lieu
thereof as shall be made by the Fiscal and Paying Agent shall constitute
sufficient publication of such notice, if such publication or other notice
shall, so far as may be possible, approximate the terms and conditions of the
publication in lieu of which it is given. The Fiscal and Paying Agent shall
promptly furnish to the relevant Issuer and to each other paying agent of such
Issuer a copy of each notice of redemption so published. Any notice if given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give notice or any defect in the notice to the holder of any Note of a Series
designated for redemption in whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note of such Series.
Each such notice of redemption shall specify the date fixed
for redemption, the redemption price at which the Notes of such Series are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Notes and, in the case of Notes issued with
coupons, of all coupons appertaining thereto maturing after the date fixed for
redemption, that any interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Notes of a Series are to be redeemed the notice of redemption shall
specify the number or numbers of the Notes to be redeemed. In case any Note is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Note, a new Note or Notes
of the same Series in principal amount equal
to the unredeemed portion thereof, together with any unmatured coupons
appertaining thereto, will be issued.
On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the relevant Issuer will deposit
with the Fiscal and Paying Agent or with one or more paying agents an amount of
money sufficient to redeem on the redemption date all the Notes or portions
thereof so called for redemption, together with accrued interest to the date
fixed for redemption. If less than all the Notes of a Series are to be redeemed
such Issuer will give the Fiscal and Paying Agent notice not less than 60 days
prior to the redemption date as to the aggregate principal amount of Notes of
such Series to be redeemed and the Fiscal and Paying Agent shall select or cause
to be selected, in such manner as in its sole discretion it shall deem
appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a
Series may be redeemed in part only in multiples of the smallest authorized
denomination of that Series.
(b) If notice of redemption has been given as provided in this
Section, the Notes or portions of Notes of the Series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price together with
any interest accrued to the date fixed for redemption, and on and after said
date (unless the relevant Issuer shall default in the payment of Notes or
portions of such Notes, together with any interest accrued to said date) any
interest on the Notes or portions of Notes of such Series so called for
redemption shall cease to accrue, and the unmatured coupons, if any,
appertaining thereto shall be void. On presentation and surrender of such Notes
at a place of payment in said notice specified, together with all coupons, if
any, appertaining thereto maturing after the date fixed for redemption, the said
Notes or the specified portions thereof shall be paid and redeemed by the
relevant Issuer at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption; provided, however, that
-----------------
payment of interest becoming due on the date fixed for redemption shall be
payable in the case of Notes with coupons attached thereto, to the holders of
the coupons for such interest upon surrender thereof, and in the case of
Registered Notes, to the persons to whom the principal thereof shall be payable.
If any Note issued with coupons is surrendered for redemption
and is not accompanied by all appurtenant coupons maturing after the date fixed
for redemption, the surrender of such missing coupon or coupons may be waived by
the relevant Issuer and the Fiscal and Paying Agent, if there be furnished to
each of them such security or indemnity as they may require to save each of them
harmless.
Upon presentation of any Note redeemed in part only, the
relevant Issuer shall execute and the Fiscal and Paying Agent shall authenticate
and deliver to the holder thereof, at the expense of such Issuer, a new Note or
Notes of the same Series, of authorized denominations, together with all
unmatured coupons, if any, appertaining thereto, in aggregate principal amount
equal to the unredeemed portion of the Note so presented.
In lieu of making all or any part of any mandatory sinking
fund payment with respect to any Notes in cash the relevant Issuer may at its
option (a) deliver to the Fiscal and Paying Agent Notes, together with all
unmatured coupons, if any, appertaining thereto, of the same Series theretofore
purchased or otherwise acquired by such Issuer, or (b) receive credit for the
principal amount of Notes of the same Series which have been redeemed either at
the election of such Issuer pursuant to the terms of such Notes or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Notes; provided that such Notes have not previously been so credited. Such
--------
Notes shall be received and credited for such purpose by the Fiscal and Paying
Agent at the redemption price specified in such Notes for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.
Not less than 60 days prior to each sinking fund payment date
for any Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a
certificate signed by an Issuer Authorized Representative specifying the amount
of the next ensuing sinking fund payment for such Notes pursuant to the terms
thereof, the portion thereof, if any, which is to be satisfied by payment of
cash (which cash may be deposited with the Fiscal and Paying Agent or with one
or more paying agents) and the portion thereof, if any, which is to be satisfied
by delivering and crediting Notes of the same Series pursuant to this Section
(which Notes, if not theretofore delivered, will accompany such certificate) and
whether such Issuer intends to exercise its right to make a permitted optional
sinking fund payment with respect to such Notes. Such certificate shall also
state that no Event of Default (as defined in Section 8 below) has occurred and
is continuing with respect to such Notes. Such certificate shall be irrevocable
and upon its delivery the relevant Issuer shall be obligated to make the cash
payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the relevant
Issuer to deliver such certificate (or to deliver the Notes specified in this
paragraph), the sinking fund payment due on the next succeeding sinking fund
payment date for such Notes shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Notes subject to a mandatory
sinking fund payment without the option to deliver or credit Notes as provided
in this Section and without the right to make any optional sinking fund payment,
if any, with respect to such Notes.
Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
in cash which shall equal or exceed 100,000 units of the Specified Currency with
respect to the particular Series (or a lesser sum if the relevant Issuer shall
so request or determine) with respect to any Notes shall be applied by the
Fiscal and Paying Agent on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
next sinking fund payment date following the date of such payment) to the
redemption of such Notes at the redemption price specified in such Notes for
operation of the sinking fund together with accrued interest, if any, to the
date fixed for redemption. Any sinking fund moneys not so applied or allocated
by the Fiscal and Paying Agent to the redemption of Notes shall be added to the
next cash sinking fund payment received by the Fiscal and Paying Agent for such
Notes and, together with such payment (or such amount so segregated) shall be
applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to any Notes held by the
Fiscal and Paying Agent on the last sinking fund payment date with respect to
such Notes and not held for the payment or redemption of particular Notes of
such Series shall be applied by the Fiscal and Paying Agent, together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Notes of that Series at
maturity.
The Fiscal and Paying Agent shall select or cause to be
selected the Notes to be redeemed upon such sinking fund payment date in the
manner specified in the last paragraph of subsection (a) and the relevant Issuer
shall cause notice of the redemption thereof to be given in the manner provided
in subsection (b) except that the notice of redemption shall also state that the
Notes are being redeemed by operation of the sinking fund. Such notice having
been duly given, the redemption of such Notes shall be made upon any Series of
Notes the terms and in the manner stated in subsection (b).
On or before each sinking fund payment date, the relevant
Issuer shall pay to the Fiscal and Paying Agent in cash a sum equal to any
interest accrued to the date fixed for redemption of Notes or portions thereof
to be redeemed on such sinking fund payment date pursuant to this Section.
Neither the Fiscal and Paying Agent nor the relevant Issuer
shall redeem any Notes of any Series with sinking fund moneys or give any notice
of redemption of such Notes by operation of the sinking fund for such Series
during the continuance of a default in payment of interest, if any, on such
Notes or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to Notes of such Series, except that
if the notice of redemption of any such Notes shall theretofore have been given
in accordance with the provisions hereof, the Fiscal and Paying Agent shall
redeem such Notes if cash sufficient for that purpose shall be deposited with
the Fiscal and Paying Agent for that purpose in accordance with the terms of
this Section. Except as aforesaid, any moneys in the sinking fund for Notes of
such Series at the time when any such default or Event of Default shall occur
and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of such Notes; provided, however, that in case such default or Event of
-------- -------
Default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date for Notes of such
Series on which such moneys may be applied pursuant to the provisions of this
Section.
(c) Any Series of Notes may be made, by provision contained in
or established pursuant to a Corporate Order pursuant to Section 2(c) hereof,
subject to repayment, in whole or in part, at the option of the holder on a date
or dates specified prior to maturity, at a price equal to 100% of the principal
amount thereof, together with accrued interest to but excluding the date of
repayment, on such notice as may be required, provided, however, that the holder
of a Note of such Series may only elect partial repayment in an amount that will
result in the portion of such Note that will remain outstanding after such
repayment constituting an authorized denomination, or combination thereof, of
Notes of such Series.
7. Mutilated, Destroyed, Stolen or Lost Notes. (a) The Fiscal
------------------------------------------
and Paying Agent is hereby authorized to authenticate and deliver from time to
time Notes of any Series, with all unmatured coupons attached, in exchange for
or in lieu of Notes of such Series which become mutilated, defaced, destroyed,
stolen or lost or Notes of such Series to which mutilated, defaced, destroyed,
stolen or lost coupons appertain. In every case the applicant for a substituted
Note of such Series or coupon appertaining thereto shall furnish to the relevant
Issuer, the Guarantor (in the case of Notes issued by GEC Australia or GEC
Canada) and to the Fiscal and Paying Agent such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to such Issuer, the
Guarantor and to the Fiscal and Paying Agent evidence to their satisfaction of
the destruction, loss or theft of such Note or coupon and of the ownership
thereof. Each Note authenticated and delivered in exchange for or in lieu of any
such Note shall carry all the rights to interest accrued and unpaid and to
accrue which were carried by such Note and shall have attached thereto coupons
such that neither gain nor loss in interest shall result from such exchange or
substitution.
Upon the issuance of any substituted Note or coupon, the
relevant Issuer may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Note or coupon which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
relevant Issuer may, instead of issuing a substituted Note, pay or authorized
the payment of the same (without surrender thereof except in the case of a
mutilated Note or coupon) if the applicant for such payment shall furnish to
such Issuer, the Guarantor and to the Fiscal and Paying Agent such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to such Issuer, the
Guarantor and the Fiscal and Paying Agent of the destruction, loss or theft of
such Note or coupon and the ownership thereof.
(b) All Notes and coupons surrendered for payment, redemption,
repayment, exchange or registration of transfer or for credit against any
sinking fund shall be delivered to, or to the order of, the Fiscal and Paying
Agent for cancellation. The Fiscal and Paying Agent shall cancel and destroy, or
procure the cancellation and destruction of, all such Notes and coupons and
shall deliver a certificate of destruction to the relevant Issuer and (in the
case of Notes issued by GEC Australia or GEC Canada) the Guarantor. In the case
of any global Note initially issued in temporary global form, which shall be
destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate
of destruction shall state that a certification in the form required pursuant to
the terms of such global Note was received with respect to each portion thereof
exchanged for an interest in a Note in permanent global form or in definitive
form.
8. Events of Default. The term "Events of Default" whenever
-----------------
used herein with respect to Notes of any Series means any one of the following
events and such other events as may be established with respect to the Notes of
such Series as contemplated by Section 2 hereof, continued for the period of
time, if any, and after the giving of notice, if any, designated in this
Agreement or as may be established with respect to such Notes as contemplated by
Section 2 hereof, as the case may
be, unless it is either inapplicable or is specifically deleted or modified in
the applicable Corporate Order under which such Series of Notes is issued, as
the case may be, as contemplated by Section 2:
(i) default in the payment of any installment of interest
(including U.S. Additional Amounts, Australian Additional Amounts (in
the case of Notes issued by GEC Australia) and Canadian Additional
Amounts (in the case of Notes issued by GEC Canada)) upon any Note of
such Series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or
(ii) default in the payment of the principal of, or premium,
if any, on any Note of such Series as and when the same shall become
due and payable whether at maturity, upon redemption, by declaration,
repayment or otherwise; or
(iii) default in the making or satisfaction of any sinking
fund payment or analogous obligation as and when the same shall become
due and payable by the terms of any Notes of such Series; or
(iv) failure on the part of the relevant Issuer and (in the
case of Notes issued by GEC Australia or GEC Canada) the Guarantor duly
to observe or perform any other of the covenants or agreements on the
part of such Issuer or the Guarantor in respect of the Notes of such
Series contained in such Notes or this Agreement (other than a covenant
or agreement in respect of the Notes of such Series a default in whose
observance or performance is elsewhere in this Section specifically
dealt with) continued for a period of 60 days after the date on which
written notice of such failure, requiring such Issuer or the Guarantor
to remedy the same, shall have been given to such Issuer, the Guarantor
and the Fiscal and Paying Agent by the holders of at least twenty-five
percent in aggregate principal amount of the Notes of such Series at
the time outstanding; or
(v) an event of default with respect to any other Series of
Notes issued or hereafter issued pursuant to this Agreement or as
defined in any indenture or instrument evidencing or under which GE
Capital has at the date of this Agreement or shall hereafter have
outstanding any indebtedness for borrowed money shall happen and be
continuing and such other Series of Notes or such indebtedness, as the
case may be, shall have been accelerated so that the same shall be or
become due and payable prior to the date on which the same would
otherwise have become due and payable, and such acceleration shall not
be rescinded or annulled within ten calendar days after written notice
thereof shall have been given to the relevant Issuer, the Guarantor and
the Fiscal and Paying Agent by the holders of at least twenty-five
percent in aggregate principal amount of the Notes of such Series at
the time outstanding; provided, however, that if such event of default
-------- -------
with respect to such other Series of Notes or under such indenture or
instrument, as the case may be, shall be remedied or cured by GE
Capital, or waived by the holders of such other Series of Notes or of
such indebtedness, as the case may be, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the
part of either the Fiscal and Paying Agent or any of the Noteholders of
such Series; or
(vi) in the case of Notes issued by GEC Australia, an event of
default with respect to any other Series of Notes issued or hereafter
issued by GEC Australia pursuant to this Agreement or as defined in any
indenture or instrument evidencing or under which GEC Australia has at
the date of this Agreement or shall hereafter have outstanding any
indebtedness for borrowed money in the aggregate principal amount of at
least A$10,000,000 (or the equivalent thereof in one or more foreign or
composite currencies) shall happen and be continuing and such other
Series of Notes or such indebtedness, as the case may be, shall have
been accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise have become due and
payable, and such acceleration shall not be rescinded or annulled
within ten calendar days after written notice thereof shall have been
given to GEC Australia, the Guarantor and the Fiscal and Paying Agent
by the holders of at least twenty-five percent in aggregate principal
amount of the Notes of such Series at the time outstanding; provided,
--------
however, that if such event of default with respect to such other
-------
Series of Notes or under such indenture or instrument, as the case may
be, shall be remedied or cured by GEC Australia or the Guarantor, or
waived by the holders of such other Series of Notes or of such
indebtedness, as the case may be, then the Event of Default hereunder
by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of
either the Fiscal and Paying Agent or any of the Noteholders of such
Series; or
(vii) in the case of Notes issued by GEC Canada, an event of
default with respect to any other Series of Notes issued or hereafter
issued by GEC Canada pursuant to this Agreement or as defined in any
indenture or instrument evidencing or under which GEC Canada has at the
date of this Agreement or shall hereafter have outstanding any
indebtedness for borrowed money in the aggregate principal amount of at
least Cdn.$10,000,000 (or the equivalent thereof in one or more foreign
or composite currencies) shall happen and be continuing and such other
Series of Notes or such indebtedness, as the case may be, shall have
been accelerated so that the same shall be or become due and payable
prior to the date on which the same would otherwise have become due and
payable, and such acceleration shall not be rescinded or annulled
within ten calendar days after written notice thereof shall have been
given to GEC Canada, the Guarantor and the Fiscal and Paying Agent by
the holders of at least twenty-five percent in aggregate principal
amount of the Notes of such Series at the time outstanding; provided,
--------
however, that if such event of default with respect to such other
-------
Series of Notes or under such indenture or instrument, as the case may
be, shall be remedied or cured by GEC Canada or the Guarantor, or
waived by the holders of such other Series of Notes or of such
indebtedness, as the case may be, then the Event of Default hereunder
by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of
either the Fiscal and Paying Agent or any of the Noteholders of such
Series; or
(viii) a decree or order by a court having jurisdiction in the
premises shall have been entered adjudging GE Capital a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization of GE Capital under the United States Federal Bankruptcy
Code or any other similar applicable United States Federal or State
law, and such decree and order shall have continued undischarged and
unstayed for a period of 60 days; or a decree or order of a court
having jurisdiction in the premises for the appointment of a receiver
or liquidator or trustee or assignee (or other similar official) in
bankruptcy or insolvency of GE Capital or of all or substantially all
of its property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree and order shall have continued
undischarged and unstayed for a period of 60 days; or
(ix) GE Capital shall institute proceedings to be adjudicated
a voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent
seeking reorganization under the United States Federal Bankruptcy Code
or any other similar applicable United States Federal or State law, or
shall consent to the filing of any such petition, or shall consent to
the appointment of a receiver or liquidator or trustee or assignee (or
other similar official) in bankruptcy or insolvency of it or of its
property, or shall make an assignment for the benefit or creditors, or
shall admit in writing its inability to pays its debts generally as
they become due; or
(x) GEC Australia (in the case of Notes issued by GEC
Australia) shall be declared bankrupt, or a liquidator, a receiver,
manager, receiver and manager, administrator or any other officer with
similar powers shall be appointed with respect to GEC Australia or all
or substantially all of the property of GEC Australia, and, in all such
cases, continues both undischarged and unstayed for a period of 90
days; or
(xi) an order shall be made or an effective resolution be
passed for the winding-up or liquidation or dissolution of GEC Canada
(in the case of Notes issued by GEC Canada) by operation of law, except
in the course of carrying out, or pursuant to, a reconstruction,
reorganization, consolidation, merger, amalgamation, transfer, sale,
conveyance, lease or other disposition contemplated in or permitted
under this Agreement; or
(xii) GEC Canada (in the case of Notes issued by GEC Canada)
shall make a general assignment for the benefit of its creditors or a
proposal under applicable bankruptcy legislation, or if an effective
resolution be passed by GEC Canada to give effect to any of the
foregoing; or
(xiii) GEC Canada (in the case of Notes issued by GEC Canada)
shall be declared bankrupt, or if a custodian or sequestrator or a
receiver and manager or any other officer with similar powers shall be
appointed of GEC Canada or of all or substantially all of the property
of GEC Canada, and, in all such cases, such continues both undischarged
and unstayed for a period of 90 days; or
(xiv) any other Event of Default provided in the applicable
Corporate Order under which such Series of Notes is issued as
contemplated by Section 2.
If an Event of Default with respect to Notes of any Series at
the time outstanding occurs and is continuing, then and in each and every case,
unless the principal of the Notes of such Series shall have already become due
and payable, each Note of such Series shall, at the option of and upon written
notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by
the then holder thereof, mature and become due and payable upon the date that
such written notice is received by such Issuer, the Guarantor and the Fiscal and
Paying Agent at a price equal to 100% of the principal amount thereof (or, if
such Note provides for an amount less than the principal amount thereof to be
due and payable upon redemption or a declaration of acceleration of the maturity
thereof pursuant to this Section (hereinafter an "Original Issue Discount
Note"), such portion of the principal amount as may be specified in the terms of
such Note), together with accrued interest to such date, upon presentation and
surrender of such Note and all coupons appertaining thereto maturing after such
date, unless prior to such date all Events of Default in respect of all such
Notes of such Series shall have been cured.
9. Additional Payments; Tax Redemption. (a) U.S. Additional
----------------------------------- ---------------
Amounts. The relevant Issuer or (in the case of Notes issued by GEC Australia or
-------
GEC Canada) the Guarantor will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "U.S. Additional Amounts" and,
together with the Australian Additional Amounts and the Canadian Additional
Amounts (as such terms are hereinafter defined), the "Additional Amounts") to
the holder of any Note of any Series or of any interest coupon appertaining
thereto who is a United States Alien (as defined below) as may be necessary in
order that every net payment of the principal of, premium and interest,
including original issue discount, on such Note and any other amounts payable on
such Note, after withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided for in such Note
or coupon to be then due and payable. However, the relevant Issuer or the
Guarantor, as the case may be, will not be required to make any payment of U.S.
Additional Amounts to any such holder for or on account of:
(i) any such tax, assessment or other governmental charge
which would not have been so imposed but for (1) the existence of any
present or former connection between such holder (or between a
fiduciary, settlor, beneficiary, member or shareholder of such holder,
if such holder is an estate, a trust, a partnership or a corporation)
and the United States, including, without limitation, such holder (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or having
had, a permanent establishment therein or (2) the presentation by the
holder of any such Note or coupon for payment on a date more than 15
calendar days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for,
whichever occurs later;
(ii) any estate, inheritance, gift, sales, transfer or
personal property tax or any similar tax, assessment or governmental
charge;
(iii) any tax, assessment or other governmental charge imposed
by reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(iv) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of
any Note;
(v) any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of principal of,
premium or interest on, any Note, if such payment can be made without
such withholding by any other paying agent in a city in Western Europe;
(vi) any tax, assessment or other governmental charge which
would not have been imposed but for the failure to comply with
certification, information or other reporting requirements concerning
the nationality, residence or identity of the holder or beneficial
owner of such Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or
taxing authority thereof or therein as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed
by reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the relevant Issuer or of the
Guarantor or as a direct or indirect subsidiary of the relevant Issuer
or of the Guarantor; or
(viii) any combination of items (i), (ii), (iii), (iv), (v),
(vi) or (vii);
nor shall U.S. Additional Amounts be paid with respect to any payment on any
such Note to a United States Alien who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the U.S. Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
such Note.
The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership, one or more of
the members of which is a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust.
(b) Australian Additional Amounts. All payments of principal
-----------------------------
and interest in respect of Notes issued by GEC Australia and any interest
coupons appertaining thereto will be made without withholding of or deduction
for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of the
Commonwealth of Australia or any political subdivision thereof or any authority
or agency therein or thereof having power to tax unless the withholding or
deduction of such taxes, duties, assessments or charges is required by law or
the application, administration or interpretation thereof. In the event that
such withholding or deduction is so required, GEC Australia or the Guarantor (if
the Guarantor is required to make payments under the Guarantee) shall pay
(subject to GEC Australia's right of redemption referred to above in Section 6 -
"Redemption; Sinking Funds; Repayment at the Option of the Holder") such
additional amounts (the "Australian Additional Amounts") as may be necessary in
order that the net amounts received by the holders of Notes and coupons
appertaining thereto after such withholding or deduction shall equal the
respective amounts of principal and interest which otherwise would have been
received by them in respect of the Notes or coupons, as the case may be, in the
absence of such withholding or deduction, except that no Australian Additional
Amounts shall be payable with respect to any Note or coupon presented for
payment:
(a) by or on behalf of a holder who is subject to such taxes,
duties, assessments or governmental charges by reason of his
being resident or deemed to be resident in Australia or
otherwise than merely by the holding or use or deemed holding
or use outside Australia or ownership as a non-resident of
Australia of such Notes or coupons; or
(b) by or on behalf of a holder who is a resident of Australia
where no additional amount would have been required to be paid
had a tax file number been quoted to GEC Australia in respect
of the relevant Note before the due date for payment in
respect of the relevant Note ("resident" and "tax file number"
having the same meaning for this purpose as they have in the
Income Tax Assessment Act 1936 (as amended) of Australia); or
(c) by or on behalf of a holder who is subject to such taxes,
duties, assessments or government charges which would not have
been so imposed but for the presentation by the holder of any
such Note or coupon for payment on a date more than 15 days
after the date on which such payment became due and payable or
the date on which payment thereof is duly provided for,
whichever occurs later.
(c) Canadian Additional Amounts. All payments of principal and
---------------------------
interest in respect of Notes issued by GEC Canada and any interest coupons
appertaining thereto will be made without withholding of or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the Government
of Canada or any province or territory or
political subdivision thereof or any authority or agency therein or thereof
having power to tax unless the withholding or deduction of such taxes, duties,
assessments or charges is required by law or the application, administration or
interpretation thereof. In the event that such withholding or deduction is so
required, GEC Canada or the Guarantor (if the Guarantor is required to make
payments under the Guarantee) shall pay (subject to GEC Canada's right of
redemption referred to above in Section 6 - "Redemption; Sinking Funds;
Repayment at the Option of the Holder") such additional amounts (the "Canadian
Additional Amounts") as may be necessary in order that the net amounts received
by the holders of Notes and coupons appertaining thereto after such withholding
or deduction shall equal the respective amounts of principal and interest which
otherwise would have been received by them in respect of such Notes or coupons,
as the case may be, in the absence of such withholding or deduction, except that
no Canadian Additional Amounts shall be payable with respect to any such Note or
coupon presented for payment:
(a) by or on behalf of a holder who is subject to such taxes,
duties, assessments or charges otherwise than merely by the
holding or use or deemed holding or use outside Canada or
ownership as a non-resident of Canada of such Note or coupon;
or
(b) by or on behalf of a holder in respect of whom such taxes,
duties, assessments or charges are required to be withheld or
deducted by reason of the holder being a person with whom GEC
Canada is not dealing at arm's length (within the meaning of
the Income Tax Act (Canada)); or
(c) more than 15 days after the Relevant Date (as defined below),
except to the extent that the holder thereof would have been
entitled to such Canadian Additional Amounts on presenting
such Note or coupon for payment on the last day of such period
of 15 days.
The term "Relevant Date" means the later of (i) the date on
which payment in respect of the relevant Note or Coupon becomes due and payable;
and (ii) if the full amount of the moneys payable on such date has not been
received by the Fiscal and Paying Agent on or prior to such date, the date on
which the full amount of such moneys having been so received, notice of such
receipt is duly published in accordance with the terms set out under Section 19
- "Notices to Parties" below.
(d) Tax Redemption. All Notes of the same Series may be
--------------
redeemed in whole but not in part, at the option of the relevant Issuer at any
time prior to maturity, upon the giving of a notice of redemption, at a
redemption price (except as otherwise specified herein or in the applicable
Corporate Order) equal to 100% of the principal amount thereof, together with
accrued interest to the date fixed for redemption, or, in the case of Original
Issue Discount Notes, at 100% of the portion of the face amount thereof that has
accreted to the date of redemption, if the relevant Issuer or (in the case of
Notes issued by GEC Australia or GEC Canada) the Guarantor determines that, as a
result of any change in or amendment to the laws (or any regulations or ruling
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in
official position regarding the application or
interpretation of such laws, regulations or ruling, which change or amendment
becomes effective on or after the date of issuance of the first Tranche of Notes
of such Series (if sold on an agency basis) or the date on which an Agent acting
as principal agreed to purchase such Tranche of Notes, the relevant Issuer or
the Guarantor, as the case may be, has or will become obligated to pay U.S.
Additional Amounts with respect to such Notes as described under Section 9(a)
hereof. Prior to the giving of any notice of redemption pursuant to this
paragraph, the relevant Issuer shall deliver to the Fiscal and Paying Agent, (i)
a certificate stating that the relevant Issuer is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of such Issuer to so redeem have occurred (the date on
which such certificate is delivered to the Fiscal and Paying Agent is herein
called the"Redemption Determination Date"), and (ii) an opinion of counsel
satisfactory to the Fiscal Agent to such effect based on such statement of
facts; provided that no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the relevant Issuer or the Guarantor,
as the case may be, would be obligated to pay such U.S. Additional Amounts if a
payment in respect of such Notes were then due.
Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the notice.
If any date fixed for redemption is a date prior to the
Exchange Date for a temporary global Bearer Note, payment on such redemption
date will be made subject to receipt of a certificate substantially in the form
set forth in Exhibit B-1, delivery of which is a condition to payment of such
Notes.
(e) Tax Redemption: Notes Issued by GEC Australia. All Notes
---------------------------------------------
of the same Series issued by GEC Australia may be redeemed, at the option of GEC
Australia, in whole but not in part, at any time prior to maturity, upon the
giving of a notice of redemption as described under Section 9(d) hereof, at a
redemption price (except as otherwise specified herein or in the applicable
Corporate Order) equal to 100% of the principal amount thereof, together with
accrued interest to the date fixed for redemption, or, in the case of Original
Issue Discount Notes, at 100% of the portion of the face amount thereof that has
accreted to the date of redemption, if (i) a certificate under Section 128F(4)
of the Income Tax Assessment Act 1936 (as amended) of Australia (a "128F
Certificate") with respect to the payment of interest on such Notes is required
for an exemption to Australian withholding tax and such certificate is not
issued or any application by GEC Australia for such a 128F Certificate is denied
with the result that on the occasion of the next payment due in respect of such
Notes GEC Australia or the Guarantor, as the case may be, would be required to
pay Australian Additional Amounts with respect to such Notes as described under
Section 9(b) hereof or (ii) GEC Australia or the Guarantor, as the case may be,
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of Australia or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in official position regarding the application or interpretation of such
laws, regulations or rulings, including any change effected by guidance in any
form from an official source, which change or amendment becomes effective on or
after the date of issuance of the first
Tranche of Notes of such Series (if sold on an agency basis) or the date on
which an Agent acting as principal agrees to purchase such Tranche of Notes, GEC
Australia or the Guarantor, as the case may be, has or will become obligated to
pay Australian Additional Amounts with respect to the Notes as described under
Section 9(b) hereof. Prior to the giving of any notice of redemption pursuant to
this paragraph, GEC Australia or the Guarantor, as the case may be, shall
deliver to the Fiscal Agent (i) a certificate stating that GEC Australia is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of GEC Australia to so redeem
have occurred and (ii) an opinion of counsel satisfactory to the Fiscal Agent to
such effect based on such statement of facts; provided that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which GEC Australia or the Guarantor, as the case may be, would be obligated to
pay such Australian Additional Amounts if a payment in respect of such Notes
were then due.
(f) Tax Redemption: Notes Issued by GEC Canada. All Notes of
------------------------------------------
the same Series issued by GEC Canada may be redeemed, at the option of GEC
Canada, in whole but not in part, at any time prior to maturity, upon the giving
of a notice of redemption as described under Section 9(d) hereof, at a
redemption price (except as otherwise specified herein or in the applicable
Corporate Order) equal to 100% of the principal amount thereof, together with
accrued interest to the date fixed for redemption, or, in the case of Original
Issue Discount Notes, at 100% of the portion of the face amount thereof that has
accreted to the date of redemption, if GEC Canada or the Guarantor, as the case
may be, determines that, as a result of any change in or amendment to the laws
(or any regulations or rulings promulgated thereunder) of Canada or of any
province or territory or political subdivision thereof or any authority or
agency therein or thereof having power to tax, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, including any change effected by guidance in any form from an
official source, which change or amendment becomes effective on or after the
date of issuance of the first Tranche of Notes of such Series (if sold on an
agency basis) or the date on which an Agent acting as principal agreed to
purchase such Tranche of Notes, GEC Canada or the Guarantor, as the case may be,
has or will become obligated to pay Canadian Additional Amounts with respect to
the Notes as described under Section 9(c) hereof. Prior to the giving of any
notice of redemption pursuant to this paragraph, GEC Canada or the Guarantor, as
the case may be, shall deliver to the Fiscal Agent (i) a certificate stating
that GEC Canada is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of GEC
Canada to so redeem have occurred and (ii) an opinion of counsel satisfactory to
the Fiscal Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which GEC Canada or the Guarantor, as the case may be, would be
obligated to pay such Canadian Additional Amounts if a payment in respect of
such Notes were then due.
(g) Special Tax Redemption of Bearer Notes. If the relevant
--------------------------------------
Issuer or (in the case of Notes issued by GEC Australia or GEC Canada) the
Guarantor shall determine that any payment made outside the United States by
such Issuer, the Guarantor (if the Guarantor is required to make payments under
the relevant Guarantee) or any Paying Agent
of principal or interest due in respect of any Bearer Notes of any Series would,
under any present or future laws or regulations of the United States, be subject
to any certification, identification or other information reporting requirement
of any kind, the effect of which requirement is the disclosure to such Issuer,
the Guarantor, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of such Bearer Note or
coupon who is a United States Alien (other than such a requirement (a) which
would not be applicable to a payment made by such Issuer, the Guarantor or any
Paying Agent (i) directly to the beneficial owner or (ii) to a custodian,
nominee or other agent of the beneficial owner, or (b) which can be satisfied by
such custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien, provided that in each case referred
to in clauses (a)(ii) and (b) payment by such custodian, nominee or agent to
such beneficial owner is not otherwise subject to any such requirement), the
relevant Issuer shall (in the case of Notes issued by GE Capital or GEC
Australia) or may (in the case of Notes issued by GEC Canada) redeem the Bearer
Notes of such Series, in whole, at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accreted to the date of redemption,
or, at the election of such Issuer or the Guarantor, if the conditions of the
next paragraph are satisfied, pay the additional amounts specified in such
paragraph. The relevant Issuer or the Guarantor, as the case may be, shall make
such determination and election as soon as practicable and publish prompt notice
thereof (the "Determination Notice") stating the effective date of such
certification, identification or other information reporting requirements,
whether such Issuer will redeem the Bearer Notes of such Series, or whether such
Issuer or the Guarantor, as the case may be, has elected to pay the U.S.
Additional Amounts specified in the next paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes of such Series must take place,
as provided in the next succeeding sentence. If the relevant Issuer redeems the
Bearer Notes of such Series, such redemption shall take place on such date, not
later than one year after the publication of the Determination Notice, as the
relevant Issuer or the Guarantor, as the case may be, shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes of such Series will be
given to the holders of such Bearer Notes not more than 60 nor less than 30 days
prior to the date fixed for redemption. Such redemption notice shall include a
statement as to the last date by which the Bearer Notes of such Series to be
redeemed may be exchanged for Registered Notes. Notwithstanding the foregoing,
the relevant Issuer shall not so redeem such Bearer Notes if such Issuer or the
Guarantor shall subsequently determine, not less than 30 days prior to the date
fixed for redemption, that subsequent payments would not be subject to any such
requirement, in which case such Issuer or the Guarantor shall publish prompt
notice of such determination and any earlier redemption notice shall be revoked
and of no further effect. The right of the holders of Bearer Notes called for
redemption pursuant to this paragraph to exchange such Bearer Notes for
Registered Notes will terminate at the close of business of the Principal Paying
Agent on the fifteenth day prior to the date fixed for redemption, and no
further exchanges of such Series of Bearer Notes for Registered Notes shall be
permitted.
If and so long as the certification, identification or other
information reporting requirements referred to above in the preceding paragraph
would be fully
satisfied by payment of a backup withholding tax or similar charge, the relevant
Issuer or the Guarantor, as the case may be, may elect to pay as U.S. Additional
Amounts such amounts as may be necessary so that every net payment made outside
the United States following the effective date of such requirements by such
Issuer, the Guarantor or any Paying Agent of principal or interest, including
original issue discount, due in respect of any Bearer Note or any coupon of
which the beneficial owner is a United States Alien (but without any requirement
that the nationality residence of identity of such beneficial owner be disclosed
to such Issuer, the Guarantor, any Paying Agent or any governmental authority,
with respect to the payment of such additional amounts), after deduction or
withholding for or on account of such backup withholding tax or similar charge
(other than a backup withholding tax or similar charge which (i) would not be
applicable in the circumstances referred to in the third parenthetical clause of
the first sentence of the preceding paragraph, or (ii) is imposed as a result of
presentation of such Bearer Note or coupon for payment more than 15 days after
the date on which such payment becomes due and payable or on which payment
thereof is duly provided for, whichever occurs later), will not be less than the
amount provided for in such Bearer Note or coupon to be then due and payable. In
the event the relevant Issuer or the Guarantor, as the case may be, elects to
pay any U.S. Additional Amounts pursuant to this paragraph, such Issuer shall
have the right to redeem the Bearer Notes of such Series in whole at any time
pursuant to the applicable provisions of the preceding paragraph and the
redemption price of such Bearer Notes shall not be reduced for applicable
withholding taxes. If such Issuer or the Guarantor, as the case may be, elects
to pay U.S. Additional Amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be satisfied,
then such Issuer shall (in the case of Notes issued by GE Capital or GEC
Australia) or may (in the case of Notes issued by GEC Canada) redeem the Bearer
Notes of such Series in whole, pursuant to the applicable provisions of the
preceding paragraph.
10. Covenant of the Issuers and the Guarantor. (a) Each Issuer
-----------------------------------------
and (in the case of Notes issued by GEC Australia or GEC Canada) the Guarantor
covenant and agree for the benefit of all Notes issued hereunder that they will
duly and punctually pay or cause to be paid the principal of, premium, if any,
and interest, if any, on all such Notes (together with any Additional Amounts)
at the places, at the respective times and in the manner provided in such Notes,
in the coupons, if any appertaining thereto, and in this Agreement. The interest
on Notes issued with coupons (together with any Additional Amounts) shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. If any
temporary Bearer Note provides that interest thereon may be paid while such Note
is in temporary form, the interest on any such temporary Bearer Note (together
with any Additional Amounts) shall be paid, as to the installments of interest
only upon presentation and surrender thereof, and, as to the other installments
of interest, if any, only upon presentation of such Notes for notation thereon
of the payment of such interest, in each case subject to the restrictions set
forth in Section 5.
11. Obligations of the Fiscal and Paying Agent. The Fiscal and
------------------------------------------
Paying Agent accepts its obligations set forth herein and in the Notes upon the
terms and conditions hereof and
thereof, including the following, to all of which each Issuer and (in the case
of Notes issued by GEC Australia or GEC Canada) the Guarantor agree and to all
of which the rights of the holders from time to time of the Notes of each Series
shall be subject:
(a) The Fiscal and Paying Agent shall be entitled to the
compensation to be agreed upon with the relevant Issuer and the
Guarantor for all services rendered by it, and such Issuer and the
Guarantor agree promptly to pay such compensation and to reimburse the
Fiscal and Paying Agent for its reasonable out-of-pocket expenses
(including fees and expenses of counsel) incurred by it in connection
with the services rendered by it hereunder. The relevant Issuer and the
Guarantor also agree to indemnify the Fiscal and Paying Agent and each
paying agent of such Issuer and the Guarantor for, and to hold each of
them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part arising out of or in connection
with their acting as Fiscal and Paying Agent or paying agent of such
Issuer and the Guarantor hereunder. The obligations of such Issuer and
the Guarantor under this subsection (a) shall survive the payment of
the Notes and the resignation or removal of the Fiscal and Paying Agent
and each paying agent of such Issuer and the Guarantor, as the case may
be.
(b) In acting under this Agreement and in connection with the
Notes, the Fiscal and Paying Agent and each paying agent of the
relevant Issuer and the Guarantor are acting solely as agents of such
Issuer and the Guarantor and do not assume any obligation towards or
relationship of agency or trust for or with any of the beneficial
owners or holders of the Notes except that all funds held by the Fiscal
and Paying Agent or any other paying agent of such Issuer and the
Guarantor for the payment of the principal of, premium and interest on
(and Additional Amounts, if any, with respect to) the Notes shall be
held in trust by them and applied as set forth herein and in the Notes,
but need not be segregated from other funds held by them, except as
required by law; provided that moneys paid by the relevant Issuer or
--------
the Guarantor to the Fiscal and Paying Agent or any other paying agent
of such Issuer or the Guarantor for the payment of the principal of,
premium and interest on (and Additional Amounts, if any, with respect
to) any of the Notes and remaining unclaimed at the end of three years
after the date on which such principal, premium or interest (or
Additional Amounts, if any) shall have become due and payable shall be
repaid to the relevant Issuer or the Guarantor, as the case may be, as
provided and in the manner set forth in Section 5, whereupon the
aforesaid trust shall terminate and all liability of the Fiscal and
Paying Agent or any other paying agent of the relevant Issuer and the
Guarantor to such Issuer and the Guarantor with respect to such moneys
shall cease.
(c) The Fiscal and Paying Agent may consult with counsel and
any advice or written opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in
accordance with such advice or opinion.
(d) The Fiscal and Paying Agent and each paying agent of the
relevant Issuer and the Guarantor shall be protected and shall incur no
liability for or in
respect of any action taken or omitted to be taken or thing suffered by
them in reliance upon any Note, coupon, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by them to be genuine and to have been presented or signed by
the proper party or parties.
(e) The Fiscal and Paying Agent or any paying agent of the
relevant Issuer or the Guarantor may, in its individual capacity or any
other capacity, become the owner of, or acquire any interest in, any
Notes or other obligations of such Issuer or the Guarantor with the
same rights that it would have if it were not the Fiscal and Paying
Agent or such paying agent of such Issuer or the Guarantor, and may
engage or be interested in any financial or other transaction with such
Issuer or the Guarantor and may act on, or as depositary, trustee or
agent for, any committee or body of beneficial owners or holders of
Notes or other obligations of such Issuer or the Guarantor as freely as
if it were not the Fiscal and Paying Agent or such paying agent of such
Issuer or the Guarantor.
(f) Neither the Fiscal and Paying Agent nor any other paying
agent of the relevant Issuer or the Guarantor shall be under any
liability for interest on any moneys received by it pursuant to any of
the provisions of this Agreement or the Notes.
(g) The recitals contained herein and in the Notes (except in
the Fiscal and Paying Agent's certificate of authentication) shall be
taken as the statements of the relevant Issuer and the Guarantor, and
the Fiscal and Paying Agent assumes no responsibility for the
correctness of the same. The Fiscal and Paying Agent does not make any
representation as to the validity or sufficiency of this Agreement or
the Notes. Neither the Fiscal and Paying Agent nor any paying agent of
the relevant Issuer and the Guarantor shall be accountable for the use
or application by such Issuer of any of the Notes or the proceeds
thereof.
(h) The Fiscal and Paying Agent and each paying agent of the
relevant Issuer and the Guarantor shall be obligated to perform such
duties and only such duties as are herein and in the Notes specifically
set forth, and no implied duties or obligations shall be read into this
Agreement or the Notes against the Fiscal and Paying Agent or any such
paying agent. The Fiscal and Paying Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in
any expense or liability, the payment of which within a reasonable time
is not, in its reasonable opinion, assured to it.
(i) Unless otherwise specifically provided herein or in the
Notes, any order, certificate, notice, request, direction or other
communication from the relevant Issuer or the Guarantor made or given
under any provision of this Agreement shall be sufficient if signed by
the President, any Senior Vice President or Vice President, the
Secretary or any Assistant Secretary or any duly authorized
attorney-in-fact of the relevant Issuer or the Guarantor, as the case
may be.
12. Maintenance and Resignation of Fiscal and Paying Agent.
------------------------------------------------------
(a) The relevant Issuer and (in the case of Notes issued by GEC Australia or GEC
Canada) the Guarantor agree, for the benefit of the beneficial owners from time
to time of the Notes, that, until all of the Notes and coupons are no longer
outstanding or until moneys for the payment of all of the principal of, premium
and interest on all outstanding Notes (and Additional Amounts, if any) shall
have been made available at the principal office of the Fiscal and Paying Agent,
and shall have been returned to the relevant Issuer or (in the case of Notes
issued by GEC Australia or GEC Canada) the Guarantor as provided in Section
11(b), whichever occurs earlier, there shall at all times be a Fiscal and Paying
Agent hereunder. The Fiscal and Paying Agent shall at all times maintain a place
of business in, or in lieu thereof maintain an agent for service of process
located in, London, England.
(b) The Fiscal and Paying Agent may at any time resign by
giving written notice of its resignation mailed to the relevant Issuer and the
Guarantor specifying the date on which its resignation shall become effective;
provided that such date shall be at least 90 days after the date on which such
--------
notice is given unless such Issuer and the Guarantor agree to accept less
notice. Upon receiving such notice of resignation, the relevant Issuer and the
Guarantor shall promptly appoint a successor fiscal and paying agent, qualified
as aforesaid, by written instrument in duplicate signed on behalf of such Issuer
and the Guarantor, one copy of which shall be delivered to the resigning Fiscal
and Paying Agent and one copy to the successor fiscal and paying agent. Such
resignation shall become effective upon the earlier of (i) the effective date of
such resignation or (ii) the acceptance of appointment by the successor fiscal
and paying agent as provided in subsection (c). The relevant Issuer and the
Guarantor may, at any time and for any reason, and shall, upon any event set
forth in the next succeeding sentence, remove the Fiscal and Paying Agent and
appoint a successor fiscal and paying agent, qualified as aforesaid, by written
instrument in duplicate signed on behalf of such Issuer and the Guarantor, one
copy of which shall be delivered to the Fiscal and Paying Agent being removed
and one copy to the successor fiscal and paying agent. The Fiscal and Paying
Agent shall be removed as aforesaid if it shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Fiscal and
Paying Agent or of its property shall be appointed, or any public officer shall
take charge or control of it or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation. Any removal of the Fiscal and
Paying Agent and any appointment of a successor fiscal and paying agent shall
become effective upon acceptance of appointment by the successor fiscal and
paying agent as provided in subsection (c). Upon its resignation or removal, the
Fiscal and Paying Agent shall be entitled to the payment by the relevant Issuer
or the Guarantor of its compensation for the services rendered hereunder and to
the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with the services rendered by it hereunder (including any resignation
expenses of the Fiscal and Paying Agent and fees and expenses of counsel).
(c) Any successor fiscal and paying agent appointed as
provided in subsection (b) shall execute and deliver to its predecessor and to
the relevant Issuer and the Guarantor an instrument accepting such appointment
hereunder, and thereupon such successor fiscal and paying agent, without any
further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Fiscal and
Paying Agent hereunder, and such predecessor, upon payment of its compensation
and out-of-pocket expenses then unpaid, shall pay over to such successor agent
all moneys or other property at the time held by it hereunder.
(d) Any corporation or bank into which the Fiscal and Paying
Agent may be merged or converted, or with which the Fiscal and Paying Agent may
be consolidated, or any corporation or bank resulting from any merger,
conversion or consolidation to which the Fiscal and Paying Agent shall be a
party, or any corporation or bank succeeding to the fiscal agency business of
the Fiscal and Paying Agent shall be the successor to the Fiscal and Paying
Agent hereunder (provided that such corporation or bank shall be qualified as
aforesaid) without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
13. Paying Agency. Each Issuer and (in the case of Notes
-------------
issued by GEC Australia or GEC Canada) the Guarantor hereby initially appoints
Chase Manhattan Bank Luxembourg S.A. as its paying agent for the Notes outside
the United States (a "Paying Agent"). In addition, each Issuer and the Guarantor
initially appoints Chase Manhattan Bank AG as its Paying Agent for Notes
denominated or payable in Deutsche Marks. Each Issuer and the Guarantor shall
cause each Paying Agent appointed by such Issuer and the Guarantor to execute
and deliver to the Fiscal and Paying Agent an instrument in which such agent
shall agree with the Fiscal and Paying Agent, subject to the provisions of this
Section,
(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 such Notes (whether such sums have been paid to it by the Issuer or
the Guarantor or by any other obligor on such Notes) in trust for the
benefit of the holders of such Notes, or the coupons appertaining
thereto, if any;
(2) that it will give the Fiscal and Paying Agent notice of
any failure by any such Issuer or the Guarantor (or by any other
obligor on such Notes) to make any payment of the principal of,
premium, if any, or interest, if any, on such Notes when the same shall
be due and payable; and
(3) that at any time during the continuance of any failure by
any such Issuer or the Guarantor (or by any other obligor on such
Notes) specified in the preceding paragraph (2), such paying agent
will, upon the written request of the Fiscal and Paying Agent,
forthwith pay to the Fiscal and Paying Agent all sums so held in trust
by it.
The Fiscal and Paying Agent shall arrange with all such paying agencies for the
payment, from funds furnished by each Issuer and the Guarantor to the Fiscal and
Paying Agent pursuant to this Agreement, of the principal of, premium and
interest on the Notes (and Additional Amounts, if any, with respect to the
Notes).
14. Merger, Consolidation, Sale or Conveyance. (a) Each Issuer
-----------------------------------------
and (in the case of Notes issued by GEC Australia and GEC Canada) the Guarantor
covenant that they will not merge or consolidate with any other corporation or
sell, convey, transfer or otherwise dispose of all or substantially all of their
respective assets to any corporation, unless (i) either such Issuer or the
Guarantor, as the case may be, shall be the continuing corporation, or the
successor corporation (if other than such Issuer or the Guarantor) shall be (a)
with respect to GE Capital, a corporation organized and existing under the laws
of the United States of America or a state thereof, (b) with respect to GEC
Australia, a corporation incorporated under the laws of Australia and (c) with
respect to GEC Canada, a corporation incorporated under the laws of Canada or
any province of territory thereof, and such corporation shall expressly assume
the due and punctual payment of the principal of, and premium, if any, and
interest, if any, on all the Notes and coupons, if any, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Agreement and the Notes to be performed by such
Issuer or the Guarantor, as the case may be, executed and delivered to the
Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the
Guarantor or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, conveyance,
transfer or other disposition, be in default in the performance of any such
covenants or conditions.
(b) In case of any such consolidation, merger, sale,
conveyance (other than by way of lease), transfer or other disposition, and upon
any such assumption by the successor corporation, such successor corporation
shall succeed to and be substituted for the relevant Issuer or the Guarantor, as
the case may be, with the same effect as if it had been named herein as such
Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of
any further obligation under this Agreement and under the Notes and coupons, if
any, and may be dissolved, wound up and liquidated at any time thereafter. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the relevant Issuer or the Guarantor, as the case
may be, any or all of the Notes issuable hereunder together with any coupons
appertaining thereto which theretofore shall not have been signed by such Issuer
or the Guarantor and delivered to the Fiscal and Paying Agent; and, upon the
order of such successor corporation, instead of such Issuer or the Guarantor and
subject to all the terms, conditions and limitations in this Agreement
prescribed, the Fiscal and Paying Agent shall authenticate and shall deliver any
Notes together with any coupons appertaining thereto which previously shall have
been signed and delivered to the Fiscal and Paying Agent for that purpose. All
Notes appertaining thereto shall in all respects have the same legal rank and
benefit under this Agreement as the Notes theretofore or thereafter issued in
accordance with the terms of this Agreement as though all or such Notes had been
issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Notes and coupons thereafter to be issued as may
be appropriate.
15. Meetings of Holders of the Notes. (a) Each Issuer or (in
--------------------------------
the case of Notes issued by GEC Australia or GEC
Canada) the Guarantor may at any time call a meeting of the holders of the Notes
of any or all Series, such meeting to be held at such time and at such place as
such Issuer or the Guarantor shall determine, for the purpose of obtaining a
waiver of or an amendment to any provision of this Agreement or the Notes of any
Series (to the extent permitted in Section 18 hereof). For purposes of this
Section, "holders of a global Bearer Note" shall be those persons shown on the
records of the Euroclear Operator or Cedel Bank as having interests in such
global Bearer Note credited to their respective securities clearance accounts on
the date on which notice of the meeting is given. Notice of any meeting of
Noteholders, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be (i) if any
Bearer Notes of a Series affected are then outstanding, published prior to the
date fixed for the meeting at least once a week for three successive weeks in a
daily newspaper in the English language of general circulation in London,
England and if the Notes of such Series are listed on the Luxembourg Stock
Exchange and such Exchange so requires, in a daily newspaper (as defined in
Section 6(a) hereof) of general circulation in Luxembourg or, if publication in
either London or Luxembourg is not practical, elsewhere in Western Europe and
(ii) if any Registered Notes of a Series affected are then outstanding, mailed
to the holders of then outstanding Registered Notes of each Series affected at
their addresses as they shall appear on the books of the Registrar. The first
publication or mailing of notice, in the case of Registered Notes, shall be made
not less than 20 nor more than 180 days prior to the date fixed for such
meeting. Such publication is expected to be made in the Financial Times and (if
---------------
such Series of Notes is listed on the Luxembourg Stock Exchange) the Luxemburger
-----------
Wort. To be entitled to vote at any meeting of holders of Notes a person shall
----
be (i) a holder of one of more Notes of the relevant Series with respect to
which such meeting is being held or (ii) a person appointed by an instrument in
writing as proxy by the holder of one or more such Notes. The only persons who
shall be entitled to be present or to speak at any meeting of the holders of the
Notes of any Series shall be the persons entitled to vote at such meeting and
their counsel and any representatives of the relevant Issuer, the Guarantor and
their counsel.
(b) The persons entitled to vote a majority in principal
amount of the Notes of the relevant Series at the time outstanding shall
constitute a quorum for the purpose of obtaining any such waiver or amendment.
No business shall be transacted in the absence of a quorum, unless a quorum is
present when the meeting is called to order. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall be
adjourned for a period of not less than 10 calendar days as determined by the
chairman of the meeting. In the absence of a quorum within 30 minutes of the
time appointed for any such adjourned meeting, such adjourned meeting shall be
further adjourned for a period of not less than 10 calendar days as determined
by the chairman of the meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided above except that such notice need
be published only once, but must be mailed or published not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Subject to
the foregoing, at the reconvening of any meeting further adjourned for lack of a
quorum, the persons entitled to vote 25% in principal amount of the Notes of the
relevant Series at the time outstanding shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage of the
aggregate principal amount of the outstanding Notes of the relevant Series which
shall constitute a quorum.
(c) At a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid, any resolution with respect to such
waiver or amendment shall be effectively passed and decided if passed and
decided by the favorable vote of persons entitled to vote the lesser of (i) a
majority in the principal amount of the Notes of the relevant Series then
outstanding or (ii) 75% in principal amount of such Notes represented and voting
at the meeting. Any Noteholder who has executed an instrument in writing
appointing a person as proxy shall be deemed to be present for the purposes of
determining a quorum and be deemed to have voted; provided that such Noteholder
shall be considered as present and voting only with respect to the matters
covered by such instrument in writing (which may include authorization to vote
on any other matters as may come before the meeting). Any resolution passed or
decision taken at any meeting of Noteholders duly held in accordance with this
Section shall be conclusive and binding on all the Noteholders of the relevant
Series whether or not present or represented at the meeting.
(d) The holding of definitive Bearer Notes of the relevant
Series for purposes of this Section shall be proved by the production of such
Notes or by a certificate executed by any trust company, bank, banker or
recognized securities dealer satisfactory to the relevant Issuer and the
Guarantor, wherever situated, if such certificate shall be deemed by such Issuer
and the Guarantor to be satisfactory. Each such certificate shall be dated and
shall state that on the date thereof a Note of the relevant Series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or more
such Bearer Notes specified therein. The holding of an interest in any global
Bearer Note of the relevant Series shall be proved by a certificate of the
Euroclear Operator or Cedel Bank. The holding by the person named in any such
certificate of any such Bearer Note or interest in a global Bearer Note
specified therein shall be presumed to continue for a period of one year from
the date of such certificate unless at the time of any determination of such
holding (i) another certificate bearing a later date issued in respect of the
same Bearer Note or interest in a global Bearer Note shall be produced, (ii)
such Bearer Note specified in such certificate shall be produced by some other
person or (iii) such Bearer Note specified in such certificate shall have ceased
to be outstanding. The appointment of any proxy shall be proved by having the
signature of the person executing the proxy witnessed or guaranteed by any bank,
banker, trust company or New York Stock Exchange member firm satisfactory to the
relevant Issuer and the Guarantor.
(e) Each Issuer and the Guarantor shall appoint a temporary
chairman of the meeting. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes of the relevant Series represented at the meeting. At any
meeting each Noteholder of the relevant Series or proxy shall be entitled to one
vote for each 1,000 U.S. dollars (or the equivalent thereof in any foreign or
composite currency) of principal amount (in the case of Original Issue Discount
Notes of the relevant Series, such principal amount thereof that would be due
and
payable as of the date of such meeting upon a declaration of acceleration of
the maturity thereof pursuant to Section 8) of such Notes held or represented by
such Noteholder or proxy; provided, however, that no vote shall be cast or
-------- -------
counted at any meeting in respect of any Note of the relevant Series challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote except as a
Noteholder or proxy. Any meeting of Noteholders duly called at which a quorum is
present may be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.
(f) The vote upon any resolution submitted to any meeting of
Noteholders shall be by written ballot on which shall be subscribed the
signatures of such Noteholders or proxies and on which shall be inscribed the
principal amount (in the case of Original Issue Discount Notes of the relevant
Series, such principal amount thereof that would be due and payable as of the
date of such vote upon a declaration of acceleration of the maturity thereof
pursuant to Section 8) and the identifying number or numbers of the Notes of
such Series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Noteholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was published as provided above. The record will
show the principal amount of the Notes (in the case of Original Issue Discount
Notes, such principal amount thereof that would be due and payable as of the
date of such vote upon a declaration of acceleration of the maturity thereof
pursuant to Section 8) voting in favor of or against any resolution. The record
shall be signed and verified by the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the relevant Issuer or
the Guarantor and the other to the Fiscal and Paying Agent to be preserved by
the Fiscal and Paying Agent, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.
16. Consent of Holders. (a) Any authorization, direction,
------------------
notice, consent, waiver, amendment or other action provided by the provisions of
this Agreement or the Notes of any Series to be given or taken by holders (which
term as used in this Section shall mean with respect to any global Bearer Note
those persons shown on the records of the Euroclear Operator or Cedel Bank as
having interests in such global Bearer Note credited to their respective
securities clearance accounts) of Notes of such Series may be embodied in and
evidenced by one or more instruments of substantially similar tenor, listing the
serial number of the Note or Notes of such Series in respect of which each such
instrument is submitted, signed by the requisite number of such holders in
person or by their agent duly appointed in writing; and, except as herein or
therein expressly provided, any such instrument shall become irrevocable when
delivered, and such action shall become effective when such instrument signed by
such holders is delivered to the Fiscal and Paying Agent or other paying agency
of the relevant Issuer and (in the case of Notes issued by GEC Australia or GEC
Canada) the Guarantor. Proof of
execution of any such instrument or of a writing appointing any such agent by
the holder of any such Note shall be sufficient for any such purpose of this
Agreement or such Notes and conclusive in favor of (i) the Fiscal and Paying
Agent or other paying agency of such Issuer and the Guarantor and (ii) such
Issuer and the Guarantor if made in the manner provided in this Section.
(b) The fact and date of execution of any such instrument and
the fact that any person is the holder of the Note or Notes of any Series of
which the serial numbers are listed in such instrument may be proved by the
certificate of a financial institution of recognized standing to such effect, or
in any other manner which the relevant Issuer and the Guarantor deem sufficient.
(c) Any authorization, direction, notice, consent, waiver or
other action by the holder of any Note shall bind every future holder of such
Note in respect of anything done, omitted or suffered to be done in reliance
thereon, whether or not notation of such action is made upon such Note.
17. Stamp Taxes. The relevant Issuer or the Guarantor will pay
-----------
all stamp or other documentary taxes or duties, if any, to which the execution
or delivery of this Agreement or the issuance of the Notes of any Series or any
coupons appertaining thereto may be subject.
18. Modifications and Amendments. (a) This Agreement may be
----------------------------
amended by the parties hereto, without the consent of the holder (which term as
used in this Section shall mean with respect to any global Bearer Note those
persons shown on the records of the Euroclear Operator or Cedel Bank as having
interests in such global Bearer Note credited to their respective securities
clearance accounts) of any Note, for the purposes of (i) providing for the
issuance of Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or
correcting or supplementing any provision contained herein which may be
defective or inconsistent with any other provision contained herein; (iii)
adding to the covenants of the relevant Issuer or (in the case of Notes issued
by GEC Australia or GEC Canada) the Guarantor for the protection of the holders
of all or any Series of the Notes; (iv) effecting any assumption of the relevant
Issuer's or the Guarantor's obligations hereunder and under the Notes or the
Guarantee by a successor corporation pursuant to Section 14(a) of this
Agreement; (v) evidencing and providing for the acceptance of appointment
hereunder by a successor Fiscal and Paying Agent with respect to the Notes of
one or more Series; or (vi) amending this Agreement in any other manner which
the parties may mutually deem necessary or desirable and which shall not
adversely affect the interests of the holders of the Notes of any Series
outstanding on the date of such amendment. Nothing in the Fiscal Agency
Agreement prevents the Issuers, the Guarantor and the Fiscal Agent from amending
the Fiscal Agency Agreement in such a manner as to only have a prospective
effect on Notes issued on or after the date of such amendment.
(b) Modifications and amendments to this Agreement or the
Notes of any Series or the Guarantee may also be made, and future compliance
therewith or past Event of Default by the relevant Issuer or the Guarantor may
be waived, by holders of not less
than a majority in aggregate principal amount of the Notes of such Series (or,
in each case, such lesser amount as shall have acted at a meeting of holders of
such Notes, pursuant to Section 15 of this Agreement); provided, however, that
-------- -------
no such modification or amendment to this Agreement or the Notes may, without
the consent of the holders of each such Note of such Series affected thereby,
(i) change the stated maturity of the principal of any such Note of such Series
or extend the time for payment of interest thereon; (ii) change the amount of
the principal of an Original Issue Discount Note of such Series that would be
due and payable upon an acceleration of the maturity thereof; (iii) reduce the
amount of interest payable thereon or the amount payable thereon in the event of
redemption or acceleration; (iv) change the currency of payment of principal of
or any other amounts payable on any such Note; (v) impair the right to institute
suit for the enforcement of any such payment on or with respect to any such Note
or the Guarantee; (vi) reduce the above-stated percentage of the principal
amount of Notes of such Series the consent of whose holders is necessary to
modify or amend this Agreement or the Notes of such Series or reduce the
percentage of Note of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past default.
(c) Any such modification or amendments will be conclusive and
binding on all holders of Notes of the relevant Series and on all future holders
of such Notes, whether or not they have consented to such modifications or
amendments and whether or not notation of such modifications or amendments is
made upon the Notes of such Series.
19. Notices to Parties. All notices hereunder to the parties
------------------
hereto shall be deemed to have been given when sent by certified or registered
mail, postage prepaid, or by facsimile transmission, addressed to any party
hereto as follows:
Address
-------
GE Capital General Electric Capital Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 X.X.X.
Attention: Senior Vice President-Corporate Treasury
and Global Funding Operation
Facsimile: 000-000-0000
Telephone: 000-000-0000
GEC Australia GE Capital Australia Limited
00 Xxxxxx Xxxxxx
Xxxxx Xxxxxx XXX 0000
Xxxxxxxxx
Attention: Xxxxxx Xxxxxxxx
Facsimile: 000-000-0000
Telephone: 000-000-0000
in each case with a copy to GE Capital in its
capacity as Guarantor delivered in accordance with
this Section 19;
GEC Canada General Electric Capital Canada Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Vice President and Counsel
Facsimile: 000-000-0000
Telephone: 000-000-0000
in each case with a copy to GE Capital in its
capacity as Guarantor delivered in accordance with
this Section 19;
Fiscal and
Paying Agent The Chase Manhattan Bank (National Association),
London Branch
Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX, Xxxxxxx
Attention: Manager, Corporate Trust Operations
Facsimile: 011-44-1202-347-945
Telephone: 000-00-0000-000-000
or at any other address of which either of the foregoing shall have notified the
other in writing.
Any notice, direction, request or demand by any holder of
Notes or coupons to or upon the Fiscal and Paying Agent shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the principal London office of the Fiscal and Paying Agent, addressed to the
attention of its corporate trust office.
20. Notices to and by Holders of the Notes. Each Issuer and
--------------------------------------
(in the case of Notes issued by GEC Australia or GEC Canada) the Guarantor will
give notice promptly to the holders of the Notes of the termination of
appointment of any paying agent of such Issuer and the Guarantor. Such notice
shall be published in a daily newspaper in the English language of general
circulation in London, England, and if the Series of Notes is listed on the
Luxembourg Stock Exchange and such Exchange so requires, in a daily newspaper of
general circulation in Luxembourg or, if publication in either London or
Luxembourg is not practical, elsewhere in Western Europe. Such publication is
expected to be made in the Financial Times and (if such Series is listed on the
---------------
Luxembourg Stock Exchange) the Luxemburger Wort. Any notice to the holders of
----------------
Notes by publication shall be deemed to have been given on the date of such
publication, or if published in newspapers on different dates, on the date of
the first such publication.
Notice to holders of any Notes denominated in French francs or
denominated in another currency or currencies that are linked, directly or
indirectly to French francs and that are listed on the Paris Bourse will be
given by publication in a French language daily newspaper of general circulation
in Paris (which is expected to be La Tribune Xxxxxxxxx) and such notice will
--------------------
comply with the applicable rules of the Paris Bourse.
Notice to holders of any Notes denominated in Dutch guilder
that are listed on the Amsterdam Stock Exchange will be given by publication in
a leading daily newspaper in the English language of general circulation in
Amsterdam and London. So long as such Notes are listed on the Amsterdam Stock
Exchange and the rules of such Exchange so require, such notice shall also be
published in the Official Price List ("Officiele Prijscourant"). If publication
in London or Amsterdam, as the case may be, is not practical, such publication
shall be made elsewhere in Western Europe. Such publication is expected to be
made in the Financial Times in London and the Het Financieele Dagblad in
Amsterdam. Such notices will be deemed to have been given on the date of such
publication or if published in such newspapers on different dates, on the date
of the first such publication.
So long as no definitive Notes are in issue in respect of a
particular Series, there may, so long as the global Note(s) for such Series is
or are held in its or their entirety on behalf of Euroclear and Cedel Bank, and
the Notes for such Series are not listed on the Luxembourg Stock Exchange or the
Paris Bourse, as the case may be, (or if so listed, for as long as the
Luxembourg Stock Exchange or the Paris Bourse, as the case may be, so permits),
be substituted for such publication in such newspaper(s) the delivery of the
relevant notice to Euroclear and Cedel Bank for communication by them to the
holders of the Notes. Any such notice shall be deemed to have been given to the
holders of the Notes on the seventh day after the day on which the said notice
was given to Euroclear and Cedel Bank.
Notices to be given by a Noteholder shall be in writing and
given by lodging the same, together with the relative Note or Notes, with the
Agent. Whilst any Notes are represented by a global Note, such notice may be
given by a Noteholder to the Agent via Euroclear and/or Cedel Bank, as the case
may be, in such manner as the Agent and Euroclear and/or Cedel Bank may approve
for this purpose.
21. Business Day. For the purposes of this Agreement,
------------
"Business Day" shall mean, unless otherwise specified with respect to a
particular Series of Notes, any day other than a Saturday or Sunday or any other
day on which banking institutions are generally authorized or obligated by law
or regulation to close in (i) the principal financial center of the country in
which the relevant Issuer is incorporated, (ii) the principal financial center
of the country of the currency in which the Notes are denominated, (iii) the
place at which payment on such Note or coupon is to be made and (iv) London,
England; provided, however, that with respect to Notes denominated in ECUs, such
day is not a day that is a non-ECU clearing day as determined by the ECU Banking
Association in Paris, France. For purposes of this definition, the principal
financial center of the United States is New
York, the principal financial center of Australia is Sydney and the principal
financial center of Canada is Toronto, Ontario.
22. Central Bank Reporting Requirements. In addition to its
-----------------------------------
other duties set forth in this Agreement, the Fiscal and Paying Agent is hereby
designated as the relevant Issuer's and (in the case of Notes issued by GEC
Australia or GEC Canada) the Guarantor's agent for the purpose of complying with
notification, reporting or other applicable requirements of the various central
banks or similar monetary authorities regulating Notes issued in Specified
Currencies other than U.S. dollars. Without limiting the generality of the
foregoing, at the date hereof such duties shall include the information
reporting requirements of (i) the Japanese Ministry of Finance with respect to
any Series of Notes where the Specified Currency is Japanese Yen, (ii) the
German Bundesbank with respect to any Series of Notes where the Specified
Currency is Deutschemarks, and (iii) the Bank of England with respect to any
Series of Notes where the Specified Currency is Pounds Sterling.
23. Governing Law. THIS AGREEMENT, THE NOTES AND ANY COUPONS
-------------
APPERTAINING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, U.S.A.
24. Consent to Service. Each Issuer and (in the case of Notes
------------------
issued by GEC Australia or GEC Canada) the Guarantor has designated the Senior
Vice President-Corporate Treasury and Global Funding Operation of each Issuer
and the Guarantor as authorized agent for service of process in any legal action
or proceeding arising out of or relating to the Fiscal Agency Agreement, the
Notes or the Guarantees brought in any federal or state court in the Borough of
Manhattan, the City of New York, State of New York and irrevocably submit to the
non-exclusive jurisdiction of such courts for such purposes (and only for such
purposes) as long as there are any outstanding Notes.
25. Counterparts. This Agreement may be signed in any number
------------
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. Such
counterparts shall together constitute but one and the same instrument.
26. Inspection of Agreement. A copy of this Agreement shall be
-----------------------
made available by the Fiscal and Paying Agent for inspection at all reasonable
times at its office as stated in Section 19 and at the offices of the paying
agents specified in the Notes.
27. Descriptive Headings. The descriptive headings in this
--------------------
Agreement are for convenience of reference only and shall not define or limit
the provisions of this Agreement.
28. Provisions Binding on Successors. All the covenants,
--------------------------------
stipulations, promises and agreements in this Agreement contained by the
relevant Issuer and (in the case of Notes issued by GEC Australia or GEC Canada)
the Guarantor shall bind its successors and assigns whether so expressed or not.
29. Official Acts by Successor Corporation. Any act or
--------------------------------------
proceeding by any provision of this Agreement authorized or required to be done
or performed by any board, committee or officer of the relevant Issuer or (in
the case of Notes issued by GEC Australia or GEC Canada) the Guarantor shall and
may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at the time be the lawful
sole successor of such Issuer or the Guarantor.
30. Severability. In case any provision in this Agreement or
------------
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provision shall not in any way be affected
or impaired thereby.
IN WITNESS WHEREOF, the parties hereto, including GE Capital
in its capacity both as Issuer and as Guarantor of Notes to be issued by GEC
Australia or GEC Canada, have caused this Agreement to be duly executed as of
the day and year first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Senior Vice President-Corporate Treasury
and Global Funding Operation
Attest:
/s/ Xxxxx Xxxxxxx
------------------------
Assistant Secretary
GE CAPITAL AUSTRALIA LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Authorized Signatory
GENERAL ELECTRIC CAPITAL CANADA INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Authorized Signatory
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), LONDON BRANCH,
as Fiscal and Paying Agent
By: /s/ Xxxxx Xxxxxxx
----------------------------
Title: Second Vice President
EXHIBIT A
GENERAL ELECTRIC CAPITAL CORPORATION
GE CAPITAL AUSTRALIA LIMITED
GENERAL ELECTRIC CAPITAL CANADA INC.
EURO MEDIUM-TERM NOTES AND OTHER DEBT SECURITIES
ADMINISTRATIVE PROCEDURES
JULY 2, 1996
The Euro Medium-Term Notes and other debt securities (the
"Notes") are to be offered on a continuous basis by each of General Electric
Capital Corporation ("GE Capital"), GE Capital Australia Limited ("GEC
Australia") and General Electric Capital Canada Inc. ("GEC Canada") (each an
"Issuer" and together the "Issuers"). Notes issued by GEC Australia or GEC
Canada will be unconditionally and irrevocably guaranteed by GE Capital (the
"Guarantor"). Each of Barclays de Zoete Wedd Limited, CS First Boston Limited,
Xxxxxxx Sachs International, Xxxxxxx Xxxxx International, PaineWebber
International (U.K.) Ltd., Swiss Bank Corporation, UBS Limited, CS First Boston
- Effectenbank Aktiengesellschaft, Xxxxxxx Sachs & Co. oHG, Xxxxxxx Xxxxx Bank
AG, Schweizerische Bankgesellschaft (Deutschland) AG and Schweizerischer
Bankverein (Deutschland) AG (each an "Agent") has agreed to solicit offers to
purchase the Notes. The Notes may be issued in registered form without coupons
("Registered Notes"), in bearer form with or without coupons ("Bearer Notes"),
or in any combination of any such registered or bearer forms. Bearer Notes
initially will be represented by Temporary Global Notes and subsequently by
Permanent Global Notes or individual definitive Bearer Notes or Registered
Notes. The Notes are being sold pursuant to an amended and restated Euro MTN
Distribution Agreement dated as of July 2, 1996 (the "Distribution Agreement")
between each Issuer (including GE Capital in its capacity as Guarantor of Notes
issued by GEC Australia or GEC Canada) and the Agents. In the Distribution
Agreement, each Agent has agreed to use its best efforts to solicit purchases of
the Notes. Each Agent, as principal, may purchase Notes for its own account and
if it does so, the relevant Issuer, the Guarantor and such Agent will enter into
a terms agreement, as contemplated by the Distribution Agreement. Each Issuer
and the Guarantor has reserved the right in the Distribution Agreement from time
to time to appoint one or more additional firms either to solicit purchases of
Notes from the relevant Issuer by others or to purchase Notes directly from the
relevant Issuer as principal for resale to others, and any reference herein to
"Agent" shall include each such additional firm.
The Notes will be issued under an Amended and Restated Fiscal
and Paying Agency Agreement dated as of July 2, 1996, between each Issuer
(including GE Capital in its capacity as Guarantor of Notes issued by GEC
Australia or GEC Canada) and The
Chase Manhattan Bank (National Association), London Branch, as fiscal agent (in
such capacity, the "Fiscal Agent") and principal paying agent (in such capacity,
the "Principal Paying Agent"), as supplemented from time to time (the "Fiscal
Agency Agreement"). Unless otherwise specified with respect to a particular
series of Notes, The Chase Manhattan Bank (National Association), London Branch,
will also act as the authenticating agent (the "Authenticating Agent") for the
Notes and will be the Registrar for the Registered Notes and will perform the
duties specified herein and in the Fiscal Agency Agreement. The Chase Manhattan
Bank (National Association), London Branch, will also act as Calculation Agent
with respect to the Notes unless a different Calculation Agent is appointed by
an Issuer or the Guarantor with respect to a specific series of Notes. If the
relevant Issuer issues any Notes denominated in Hong Kong dollars, the Principal
Paying Agent will act through one of its branches or agencies located outside of
Hong Kong and will request of the Euroclear Operator and Cedel Bank (each as
defined below) that the common depositary act through an office outside of Hong
Kong, or as may otherwise be required by applicable laws or regulations. Each
Issuer has appointed Kredietbank S.A. Luxembourgeoise in Luxembourg as listing
agent (the "Listing Agent") for each series of Notes that is listed on the
Luxembourg Stock Exchange. Series of Notes may be issued that will not be listed
on any stock exchange. As used herein, the term "series of Notes" shall refer to
all Notes having identical terms but for authentication date and public offering
price, and the term "tranche of Notes" shall refer to all Notes having identical
terms, including authentication date and public offering price.
Notes will bear interest at a fixed rate (the "Fixed Rate
Notes"), which may be zero in the case of certain original issue discount notes
(the "OID Notes"), or at floating rates (the "Floating Rate Notes"). The Notes
will be issued in U.S. dollars or other currencies, including composite
currencies such as the European Currency Unit (the "Specified Currency"). Each
Bearer Note initially will be represented by a temporary global Note (each, a
"Temporary Global Note") delivered to a common depositary located outside the
United States (the "Depositary") for Xxxxxx Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System (the "Euroclear Operator")
and Cedel Bank, societe anonyme ("Cedel Bank") and subsequently by a permanent
global Note (each, a "Permanent Global Note") and/or one or more definitive
Bearer Notes (each, a "Definitive Bearer Note") or, under certain circumstances,
for definitive Registered Notes.
The Notes are described in an Offering Circular prepared by
each Issuer (including GE Capital in its capacity as Guarantor of Notes issued
by GEC Australia or GEC Canada) which may be amended from time to time (the
"Offering Circular"). The terms of each tranche of Notes issued under the Fiscal
Agency Agreement will be described in a supplement to the Offering Circular
(each such supplement hereinafter referred to as a "Pricing Supplement"). The
term "Offering Circular" is used herein to describe the Offering Circular
together with the applicable Pricing Supplement unless the context otherwise
required.
In case of any conflict between these Administrative
Procedures and either the Distribution Agreement or the Fiscal Agency Agreement,
the terms of the Distribution Agreement or the Fiscal Agency Agreement,
respectively, shall govern. Terms used but not defined herein shall have the
meanings assigned to them in the Distribution Agreement.
ADMINISTRATIVE PROCEDURES
Issuance: Bearer Notes. Each Bearer
------------
Note will be dated and issued as of the date
of authentication by the Fiscal Agent. Each
Note will bear an original issue date, which
will be (i) with respect to a Temporary
Global Note (or any portion thereof), the
date of its original issue as specified in
such Temporary Global Note or (ii) with
respect to any Permanent Global Note or
Definitive Bearer Note (or portion thereof)
issued subsequently upon transfer or
exchange of a Bearer Note or in lieu of a
destroyed, lost or stolen Bearer Note, the
original issue date of the predecessor
Bearer Note, regardless of the date of
authentication of such subsequently issued
Bearer Note.
Registered Notes. Except as described below,
----------------
each Registered Note will be dated and
issued as of the date of its authentication
by the Authenticating Agent. Each Registered
Note will bear an original issue date, which
will be (i) with respect to an original
Registered Note (or any portion thereof),
its original issuance date (which will be
the settlement date), (ii) with respect to
any Registered Note (or portion thereof)
issued subsequently upon transfer or
exchange of a Registered Note or in lieu of
a destroyed, lost or stolen Registered Note,
the original issuance date of the
predecessor Registered Note, regardless of
the date of authentication of such
subsequently issued Registered Note and
(iii) with respect to any Registered Note
(or portion thereof) issued in exchange for
an interest in a Permanent Global Note, the
last date on which interest was paid on such
Permanent Global Note or any predecessor
Note.
Registration: Registered Notes will be
issued only in fully registered form without
coupons.
Guarantee: Each Note issued by GEC
Australia or GEC Canada will have the
Guarantee of the Guarantor endorsed thereon.
Transfers and
Exchanges: Bearer Notes. Transfers
------------
of interests in a Temporary or Permanent
Global Note will be made by the Euroclear
Operator or Cedel Bank in accordance with
its customary operating procedures. Title to
definitive Bearer Notes and coupons will
pass by physical delivery. The bearer of
each coupon, whether or not attached to a
definitive Bearer Note, shall be subject to
and bound by all the provisions contained in
the definitive Bearer Note to which such
coupon relates. The bearer of any definitive
Bearer
Note and any coupon may, to the fullest
extent permitted by applicable law, be
treated at all times, by all persons and for
all purposes as the absolute owner of such
definitive Bearer Note or coupon, as the
case may be, regardless of any notice of
ownership, theft or loss or of any writing
thereon. Bearer Notes may be exchanged, if
so provided in the applicable Pricing
Supplement, for Registered Notes.
Registered Notes. A Registered Note may be
----------------
presented for transfer or exchange at the
corporate trust office of the Registrar or
any Transfer Agent appointed under the
Fiscal Agency Agreement. Registered Notes
will be exchangeable for other Registered
Notes having identical terms but different
denominations without service charge.
Registered Notes will not be exchangeable
for Bearer Notes.
Maturities: Each Note will mature on
a date from nine months to 60 years from its
date of issue; provided, however, Notes
-------- -------
denominated in Specified Currencies other
than US dollars may be subject to
restrictions on maturities as provided for
in the Distribution Agreement or as
otherwise may be required by regulations of
the applicable central bank or similar
monetary authority of the country issuing
the Specified Currency.
Specified Currency: The currency denomination
with respect to any Note and the payment of
interest and the repayment of principal with
respect to any such Note shall be as set
forth therein and in the applicable Pricing
Supplement.
Denominations: Unless otherwise provided
in the applicable Pricing Supplement, the
following denominations shall apply:
(a) Definitive Bearer Notes.
-----------------------
Definitive Bearer Notes will be
issued in denominations of 100,000
units, 10,000 units or 1,000 units
of the Specified Currency indicated
on the face of such Note;
(b) Global Bearer Notes. Global
-------------------
Bearer Notes will be issued in
denominations of 1,000 units of the
Specified Currency indicated on the
face thereof and integral multiples
thereof;
(c) Registered Notes. Registered
----------------
Notes will be issued in
denominations of 10,000 units of the
Specified Currency indicated on the
face of such Note or an integral
multiple of 1,000 units of such
Specified Currency in excess
thereof;
provided, however, Notes denominated
-------- -------
in Specified Currencies other than
US Dollars may be subject to
denomination restrictions as set
forth in the Distribution Agreement
or as otherwise may be required by
regulations of the applicable
central bank or similar monetary
authority of the country issuing the
Specified Currency.
Global Notes and Definitive Bearer
and Registered Notes: Until the 40th day following the
date of issuance of any tranche of
Bearer Notes or such other date as
may be required to comply with the
terms of Regulation S ("Regulation
S") under the U.S. Securities Act of
1933, as amended, as described in
the Distribution Agreement (the
"Exchange Date"), and until Final
Certification (as defined below) in
accordance with TEFRA D as described
in the Distribution Agreement, such
tranche of Bearer Notes will be
represented by one or more Temporary
Global Notes in bearer form without
interest coupons. The relevant
Issuer shall execute, and upon the
instructions of the relevant Issuer
the Authenticating Agent shall
complete and authenticate, such
Temporary Global Note upon the same
conditions and in substantially the
same manner, and with the same
effect, as an individual definitive
Bearer Note. On or prior to the
settlement date (which will normally
be the original issue date) with
respect to such Notes, the
Authenticating Agent shall deposit
the Temporary Global Note with the
Depositary in the manner specified
below under "Settlement Procedures;
Bearer Notes". The interest of each
beneficial owner of Bearer Notes
represented by such Temporary Global
Note will be credited to the
appropriate account with Cedel Bank
or the Euroclear Operator, as
specified below under "Interest --
General; Bearer Notes".
On or after the Exchange Date and
provided that Final Certification
(as described below) has occurred,
the interest of the beneficial
owners of the Notes represented by
the Temporary Global Note shall be
cancelled and such interests shall
thereafter be
represented by a Permanent Global
Note or Definitive Bearer Notes or,
if provided in the applicable
Pricing Supplement, by definitive
Registered Notes. The interest of
each beneficial owner of Bearer
Notes represented by a Permanent
Global Note will be credited to the
appropriate account with Cedel Bank
or the Euroclear Operator.
The beneficial owner of an interest
in a Permanent Global Note may, at
any time, upon 30 days' written
notice to the Fiscal Agent as
provided in the Fiscal Agency
Agreement given by such beneficial
owner through either Cedel Bank or
the Euroclear Operator, as the case
may be, exchange its beneficial
interest in such Permanent Global
Note for one or more Definitive
Bearer Notes (or, if provided in the
applicable Pricing Supplement, a
Registered Note) equal in aggregate
principal amount to such beneficial
interest. Upon receipt by the Fiscal
Agent of an initial request to
exchange an interest in a Permanent
Global Note for a Definitive Bearer
Note or Notes, all other interests
in such Permanent Global Note shall,
so long as the Euroclear Operator
and Cedel Bank shall so require, be
exchanged for Definitive Bearer
Notes. Such exchange shall occur at
no expense to the beneficial owners
as soon as practicable after the
receipt of the initial request for
Definitive Bearer Notes. After such
exchange has occurred, all remaining
interests in the temporary global
Bearer Note will be exchangeable
only for definitive Bearer Notes or
(if so provided in the applicable
Pricing Supplement) for definitive
Registered Notes.
In all events, Bearer Notes will be
delivered by the Fiscal Agent only
outside the United States.
Final Certification: Final Certification
with respect to a Temporary Global
Note shall mean the delivery by the
Euroclear Operator or Cedel Bank, as
the case may be, to the Fiscal Agent
of a signed certificate (a
"Clearance System Certificate") in
substantially the form set forth in
Exhibit B-1 to the Fiscal Agency
Agreement with respect to the Notes
being exchanged, dated no earlier
than the Exchange Date for such
Notes, to the effect that the
Euroclear Operator or Cedel Bank, as
the case may be, has received
certificates ("Certificates of Non-
U.S.
Beneficial Ownership") in the form
substantially set forth in Exhibit
B-2 to the Fiscal Agency Agreement
with respect to each of such Notes,
which Certificates of Non-U.S.
Beneficial Ownership shall be dated
no earlier than ten days before the
Exchange Date and shall be delivered
by the account holders appearing on
its records as entitled to such
Notes.
Interest: The following is a
summary of terms of the Notes with
respect to interest and is for
informational purposes only; the
terms of each Note as described in
the Pricing Supplement and the
Offering Circular shall govern in
the case of any conflict with the
provisions set forth below. Terms
used but not defined herein shall
have the meanings assigned to them
in the Offering Circular.
General: Bearer Notes. Interest on
---------------------
each Bearer Note will accrue from
and including the original issue
date of such Note for the first
interest period and from and
including the most recent date to
which interest has been paid for all
subsequent interest periods. Each
payment of interest on a Bearer Note
will include interest accrued from
and including the next preceding
Interest Payment Date in respect of
which interest has been paid (or
from and including the date of
issue, if no interest has been paid)
to but excluding the Interest
Payment Date; provided, however,
-------- -------
that in the case of Floating Rate
Notes on which the interest rate is
reset daily or weekly, each interest
payment will include interest
accrued from and including the date
of issue or from but excluding the
fifteenth calendar day preceding the
next preceding Interest Payment Date
(whether or not such fifteenth
calendar day is a Business Day),
unless otherwise specified in the
applicable Pricing Supplement; and
provided, further, that interest in
-------- -------
respect of any Interest Payment Date
on any interest in a Temporary
Global Note for which Final
Certification has not been made
shall not be paid until the
occurrence of the earlier of (1)
Final Certification with respect to
such interest in such Temporary
Global Note and (2) in the case of
an Interest Payment Date occurring
between the original issue date and
the Exchange Date, delivery by the
Euroclear Operator or Cedel Bank, as
the case may be, to the Fiscal Agent
of a Clearing System Certificate
dated no earlier than such Interest
Payment
Date to the effect that the
Euroclear Operator or Cedel Bank, as
the case may be, has received
Certificates of Non-U.S. Beneficial
Ownership with respect to such
interests in the Temporary Global
Note, which Certificates of Non-U.S.
Beneficial Ownership shall have been
dated no earlier than ten days
before such Interest Payment Date
and shall be signed by the account
holders appearing on its records as
entitled to such Notes.
Fixed Rate Bearer Notes. Unless
-----------------------
otherwise specified in the
applicable Pricing Supplement,
interest payments on Fixed Rate
Bearer Notes will be made
semi-annually on March 15 and
September 15 of each year and at
maturity or upon any earlier
redemption or repayment.
Floating Rate Bearer Notes. Interest
--------------------------
payments will be made on Floating
Rate Bearer Notes monthly,
quarterly, semi-annually or
annually. Except as provided below
or as specified in the applicable
Pricing Supplement, interest will be
payable, in the case of Floating
Rate Bearer Notes with a daily,
weekly or monthly Interest Reset
Date, on the third Wednesday of each
month or on the third Wednesday of
March, June, September and December,
as specified pursuant to Settlement
Procedure "A" below; in the case of
Notes with a quarterly Interest
Reset Date, on the third Wednesday
of March, June, September and
December of each year; in the case
of Notes with a semi-annual Interest
Reset Date, on the third Wednesday
of the two months specified pursuant
to Settlement Procedure "A" below
and in the case of Notes with an
annual Interest Reset Date, on the
third Wednesday of the month
specified pursuant to Settlement
Procedure "A" below and, in each
case, on the Maturity Date. If any
such Interest Payment Date is not a
Business Day, the provisions set
forth under "Payments of Principal
and Interest -- Bearer Notes" shall
apply.
General: Registered Notes. Interest
-------------------------
on each Registered Note will accrue
from and including the original
issue date of such Note for the
first interest period and from and
including the most recent date to
which interest has been paid for all
subsequent interest periods. Each
payment of interest on a Registered
Note will include interest accrued
from and including the next
preceding Interest Payment Date in
respect of which interest has been
paid (or from and including the date
of issue, if no interest has been
paid) to but excluding the Interest
Payment Date, provided, however,
-------- -------
that in the case of Floating Rate
Notes which reset daily or weekly,
interest payments will include
interest from and including the date
of issue or from but excluding the
last Regular Record Date to which
interest has been paid, as the case
may be, through and including the
Regular Record Date next preceding
the Interest Payment Date, unless
otherwise specified in the
applicable Pricing Supplement; and
provided, further, that at the
-------- -------
Maturity Date, the interest payable
will include interest accrued to but
excluding the Maturity Date.
Fixed Rate Registered Notes. Unless
---------------------------
otherwise specified in the
applicable Pricing Supplement,
interest payments on Fixed Rate
Registered Notes will be made
semi-annually on March 15 and
September 15 of each year and at the
Maturity Date; provided, however,
-------- -------
that in the case of Registered Fixed
Rate Notes issued between a Regular
Record Date and an Interest Payment
Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Regular Record Date. Floating Rate
-------------
Registered Notes. Interest payments
----------------
will be made on Floating Rate
Registered Notes monthly, quarterly,
semiannually or annually. Except as
provided below or as specified in
the applicable Pricing Supplement,
interest will be payable, in the
case of Floating Rate Registered
Notes with a daily, weekly or
monthly Interest Reset Date, on the
third Wednesday of each month or on
the third Wednesday of March, June,
September and December, as specified
pursuant to settlement procedure
"AA" below; in the case of Notes
with a quarterly Interest Reset
Date, on the third Wednesday of
March, June, September and December
of each year; in the case of Notes
with a semi-annual Interest Reset
Date, on the third Wednesday of the
two months specified pursuant to
Settlement Procedure "AA" below; and
in the case of Notes with an annual
Interest Reset Date, on the third
Wednesday of the month specified
pursuant to Settlement Procedure
"AA" below and, in each case, on the
Maturity Date; provided, however,
-------- -------
that in the
case of Registered Floating Rate
Notes issued between a Regular
Record Date and an Interest Payment
Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Record Date. If any such Interest
Payment Date is not a Business Day,
the provisions set forth under
"Payments of Principal and
Interest -- Registered Notes"
shall apply.
Disclosure under Interest In the case of Notes issued by GEC
Act (Canada) Canada, whenever it is necessary to
compute any amount of interest in
respect of the Notes for a period of
less than a full year, such interest
shall be calculated on the basis of
a 360-day year consisting of 12
months of 30 days each. For purposes
only of disclosure under the
Interest Act (Canada), the yearly
rate of interest to which interest
so calculated is equivalent is the
interest rate set forth herein
multiplied by a fraction the
numerator of which is the number of
days in the calendar year in which
the same is to be ascertained and
the denominator of which is 360.
Calculation of The following is a summary of terms
Interest: of the Notes with respect to the
calculation of interest and is for
informational purposes only; the
terms of each Note as described in
the Pricing Supplement and the
Offering Circular shall govern in
the case of any conflict with the
provisions set forth below. Terms
used but not defined herein shall
have the meanings assigned to them
in the Offering Circular.
Fixed Rate Notes. Unless otherwise
----------------
specified in the applicable Pricing
Supplement, interest on Fixed Rate
Notes (including interest for
partial periods) will be calculated
on the basis of a 360-day year of
twelve 30-day months.
Floating-Rate Notes. Interest rates
-------------------
on Floating Rate Notes will be
determined as set forth in the
Offering Circular and the applicable
Pricing Supplement. Interest on
Floating Rate Notes will be
calculated on the basis of actual
days elapsed and a year of 360 days
except that in the case of Treasury
Rate Notes, interest will be
calculated on the basis of the
actual number of days in the year.
Payments of The following is a summary of terms
Principal and Interest: of the Notes with respect to the
payment of principal and interest
and is for informational purposes
only; the terms of each Note (as
described in the Pricing Supplement
and the Offering Circular) and the
Fiscal Agency Agreement shall govern
in the case of any conflict with the
provisions set forth below. Terms
used but not defined herein shall
have the meanings assigned to them
in the Fiscal Agency Agreement.
Bearer Notes. Except as otherwise
------------
provided in the Bearer Notes,
payment of the principal amount of
each Bearer Note at the Maturity
Date thereof will be made only upon
presentation and surrender of such
Bearer Note to the Principal Paying
Agent or any Paying Agent outside
the United States. Such payment,
together with payment of interest
due at the Maturity Date of such
Note, will be made in funds
available for immediate use by the
Principal Paying Agent or such
Paying Agent and in turn by the
holder of such Note. Bearer Notes
presented to the Principal Paying
Agent or a Paying Agent at the
Maturity Date for payment will be
cancelled or destroyed by such
paying agent and delivered to the
relevant Issuer with a certificate
of cancellation or destruction, as
applicable. All interest payments on
a Bearer Note (other than interest
due at the Maturity Date) will be
made by check drawn on the Principal
Paying Agent (or another person
appointed by the Principal Paying
Agent) and delivered to an address
outside the United States by the
Principal Paying Agent to the person
entitled thereto or by wire transfer
of immediately available to an
account maintained by the payee with
a bank located outside the United
States.
Except as specified in "Interest --
General; Bearer Notes" above,
interest on a Temporary Global Note
or Permanent Global Note shall be
payable to the beneficial owner
thereof through credit to the
account of such owner or of the
custodian bank of such owner with
Cedel Bank or the Euroclear
Operator. Except as otherwise
provided in the Bearer Notes,
interest on a definitive Bearer Note
shall be payable to the holder of
the appropriate coupon appertaining
thereto only upon presentation and
surrender of such coupon at the
office of the Principal Paying Agent
or any other Paying Agent outside
the United States.
If any Interest Payment Date or the
Maturity Date or redemption or
repayment date of a Fixed Rate
Bearer Note is not a Business Day,
the payment due on such day shall be
made on the next succeeding Business
Day and no interest shall accrue on
such payment for the period from and
after such Interest Payment Date or
Maturity Date, as the case may be.
If any Interest Payment Date or the
Maturity Date for any Floating Rate
Bearer Note would fall on a day that
is not a Business Day with respect
to such Note, such Interest Payment
Date or Maturity Date will be the
following day that is a Business Day
with respect to such Note, except
that, in the case of a Bearer LIBOR
Note, if such Business Day is in the
next succeeding calendar month, such
Interest Payment Date or Maturity
Date, as the case may be, shall be
the immediately preceding day that
is a Business Day with respect to
such Bearer LIBOR Note.
Registered Notes. Except as
----------------
otherwise provided in a Registered
Note, the Principal Paying Agent
will pay the principal amount of
each Registered Note at the Maturity
Date upon presentation and surrender
of such Note to its offices. Such
payment, together with payment of
interest due at the Maturity Date of
such Note, will be made in funds
available for immediate use by the
Principal Paying Agent and in turn
by the holder of such Note.
Registered Notes presented to the
Principal Paying Agent at the
Maturity Date for payment will be
cancelled or destroyed and delivered
to the relevant Issuer with a
certificate of cancellation or
destruction, as applicable. All
interest payments on a Registered
Note (other than interest due at the
Maturity Date) will be made by check
drawn on the Principal Paying Agent
(or another person appointed by the
Principal Paying Agent) and mailed
by the Principal Paying Agent to the
person entitled thereto as provided
in such Note and the Fiscal Agency
Agreement or by wire transfer of
immediately available funds.
Following each Regular Record Date,
the Principal Paying Agent will
furnish the relevant Issuer with a
list of interest payments to be made
on the following Interest Payment
Date for each Registered Note and in
total for all Registered Notes.
Interest at the Maturity Date will
be payable to the person to whom the
payment of principal is payable.
The Principal Paying Agent will
provide monthly to the relevant
Issuer lists of principal and
interest, to the extent
ascertainable, to be paid on
Registered Notes maturing or to be
redeemed in the next month. The
Principal Paying Agent will be
responsible for withholding taxes on
interest paid on Registered Notes as
required by applicable law.
If any Interest Payment Date or the
Maturity Date of a Fixed Rate
Registered Note is not a Business
Day, the payment due on such day
shall be made on the next succeeding
Business Day and no interest shall
accrue on such payment for the
period from and after such Interest
Payment Date or Maturity Date, as
the case may be. If any Interest
Payment Date or the Maturity Date
for any Floating Rate Registered
Note would fall on a day that is not
a Business Day with respect to such
Note, such Interest Payment Date or
Maturity Date will be the following
day that is a Business Day with
respect to such Note, except that,
in the case of a Registered LIBOR
Note, if such Business Day is in the
next succeeding calendar month, such
Interest Payment Date shall be the
immediately preceding day that is a
Business Day with respect to such
Registered LIBOR Note.
Preparation of If any offer to purchase a tranche
Pricing Supplement: of Notes is accepted by or on behalf
of the relevant Issuer, the relevant
Issuer and (in the case of Notes
issued by GEC Australia or GEC
Canada) the Guarantor will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the terms of
such tranche of Note and will
deliver the number of copies of such
Pricing Supplement to the relevant
Agent as such Agent shall request as
soon as practicable, but in no event
later than 5 Business Days following
the date such offer to purchase
Notes is accepted. The relevant
Agent will cause such Pricing
Supplement together with the
Offering Circular to be delivered to
each purchaser of such tranche of
Note. In addition, the relevant
Issuer shall forward the Pricing
Supplement to the Fiscal Agent as
soon as it becomes available but in
no event later than the issue date.
In each instance that a Pricing
Supplement is prepared, the Agents
receiving such Pricing Supplement
will affix the Pricing Supplement to
the Offering Circular prior to their
use. Outdated Pricing Supplements,
and
the Offering Circular to which
they are attached (other than those
retained for files), will be
destroyed.
Settlement: The receipt by the
relevant Issuer of immediately
available funds in exchange for the
delivery of an authenticated
Temporary Global Note to the
Depositary in the manner described
in "Settlement Procedures; Bearer
Notes" below or an authenticated
Registered Note delivered to the
relevant Agent and such Agent's
delivery of such Note against
receipt of immediately available
funds shall constitute "settlement"
with respect to such Note. All
orders accepted by the relevant
Issuer will be settled on such date
as the relevant Issuer and the
purchaser shall agree upon.
Settlement Procedures; Settlement Procedures with regard to
each Bearer Notes: Note sold by each
Issuer to or through an Agent shall
be as follows:
A. The relevant Agent will
advise the relevant Issuer
by telephone that such Note
is initially a Bearer Note
and of the following
settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed
Rate Bearer Note, the
Interest Rate, the
frequency of interest
payments, and whether
such Note is an
Amortizing Note and, if
so, the amortization
schedule, or, in the
case of a Floating Rate
Bearer Note, the Initial
Interest Rate (if known
at such time), Interest
Payment Dates, Interest
Payment Period,
Calculation Agent, Base
Rate, Index Maturity,
Interest Reset Period,
Interest Reset Dates,
Spread or Spread
Multiplier (if any),
Minimum Interest Rate
(if any), Maximum
Interest Rate (if any)
and the Alternate Rate
Event Spread (if any).
4. Redemption or repayment
provisions, if any.
5. Settlement date and
time.
6. Issue Price.
7. Denominations.
8. Specified Currency.
9. Agent's commission, if
any, determined as
provided in the
Distribution Agreement.
10. Agent's account number
at Cedel Bank or the
Euroclear Operator.
11. Whether the Note is
issued with more than a
de minimis amount of
discount.
12. Whether the Note is an
Indexed Note, and if it
is an Indexed Note, the
Indexed Currency, the
Currency Base Rate and
the Determination Agent.
13. Whether the Note is a
Dual Currency Note, and
if it is a Dual Currency
Note, the Face Amount
Currency, the Optional
Payment Currency, the
Designated Exchange
Rate, the Option
Election Dates and the
Option Value Calculation
Agent.
14. If applicable, wire
transfer instructions
including name of
banking institution
where transfer is to be
made and account number.
15. Whether such Note is to
be listed on the
Luxembourg Stock
Exchange.
16. Any other applicable
terms.
B. The relevant Issuer will
advise the Fiscal Agent by
telephone or electronic
transmission confirmed in
writing at any time on the
sale date of the
information set forth in
Settlement Procedure A
above and shall give the
Fiscal Agent written
instructions to issue a
Temporary
Global Note (substantially
in the form set out in
Appendix 1). The relevant
Issuer will send a copy of
such instructions to the
relevant Agent or Agents.
The Fiscal Agent shall
telephone each of the
Euroclear Operator or Cedel
Bank with a request for a
security code for each
tranche agreed to be
issued, which security code
or codes will be notified
by the Fiscal Agent to the
relevant Issuer and the
relevant Agent or Agents.
The relevant Issuer and (in
the case of Notes issued by
GEC Australia or GEC
Canada) the Guarantor shall
prepare and cause to be
delivered to the Fiscal
Agent a Pricing Supplement
to the Offering Circular
describing the terms of the
particular tranche of
Notes.
C. In accordance with the
written instructions and
the applicable Pricing
Supplement, the Fiscal
Agent shall prepare and
authenticate a Temporary
Global Note for each
tranche which the relevant
Issuer has agreed to sell,
the settlement for which
tranche is to occur on the
settlement date. The
Temporary Global Note will
then be delivered to the
Depositary. The Fiscal
Agent will also give
instructions to the
Euroclear Operator or Cedel
Bank to credit the Notes
represented by such
Temporary Global Notes
delivered to such
Depositary to the Fiscal
Agent's distribution
account at the Euroclear
Operator or Cedel Bank, as
the case may be. The Fiscal
Agent will instruct the
Euroclear Operator or Cedel
Bank to debit, on the
settlement date, from the
distribution account of the
Fiscal Agent the number of
Notes of each Tranche with
respect to which the
relevant Agent has
solicited an offer to
purchase and to credit, on
the settlement date, such
Notes to the account of
such Agent with the
Euroclear Operator or Cedel
Bank against payment of the
issue price of such Notes.
Each relevant Agent shall
give corresponding
instructions to the
Euroclear Operator or Cedel
Bank.
D. The Euroclear Operator and
Cedel Bank shall debit and
credit accounts in
accordance with
instructions received by
them. The Fiscal Agent
shall pay the relevant
Issuer the aggregate net
proceeds received by it in
immediately available funds
via a transfer of funds to
the account of the relevant
Issuer with a bank selected
by such Issuer notified to
the Fiscal Agent from time
to time in writing.
Settlement Procedures For sales by each Issuer of
Timetable; Bearer Notes: Bearer Notes to or through
an Agent, Bearer Settlement
Procedures "A" through "D"
above shall be completed on
or before the respective
times set forth below:
Settlement
Procedure;
Bearer Notes Time
------------ ----
A 12:00 P.M. (NYC time)
three days before
settlement date
B 9:00 A.M. (London
time) two days before
settlement date
C 3:45 P.M. (London
time) on day before
settlement date
D 5:00 P.M. (NYC time)
on settlement date
Settlement Procedures;
Registered Notes: Settlement Procedures with regard to
each Note sold by each Issuer to or
through an Agent shall be as
follows:
AA. The relevant Agent will
advise the relevant Issuer
by telephone that such Note
is a Registered Note and of
the following settlement
information:
1. Name in which such Note is
to be registered
("Registered Owner").
2. Address of the Registered
Owner and address for
payment of principal and
interest.
3. Taxpayer identification
number of the Registered
Owner (if available); if a
taxpayer identification
number is not available,
the Agent shall request
that the purchasers of the
Notes prepare the
applicable form required by
the United States Internal
Revenue Code of 1986, as
amended (the "Code") and
cause such form to be
delivered to the Fiscal and
Paying Agent on or prior to
the settlement date.
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed Rate
Registered Note, the
Interest Rate, the
frequency of interest
payments and whether such
Note is an Amortizing Note
and, if so, the
amortization schedule, or,
in the case of a Floating
Rate Registered Note, the
Initial Interest Rate (if
known at such time),
Interest Payment Dates,
Interest Payment Period,
Calculation Agent, Base
Rate, Index Maturity,
Interest Reset Period,
Interest Reset Dates,
Spread or Spread Multiplier
(if any), Minimum Interest
Rate (if any), Maximum
Interest Rate (if any) and
the Alternate Rate Event
Spread (if any).
7. Redemption or repayment
provisions, if any.
8. Settlement date and time.
9. Issue Price.
10. Denominations.
11. Specified Currency.
12. Agent's commission, if any,
determined as provided in
the Distribution Agreement.
13. Whether the Note is issued
with more than a de minimis
amount of discount.
14. Whether the Note is an
Indexed Note, and if it is
an Indexed Note, the
Indexed Currency, the
Currency Base Rate and the
Determination Agent.
15. Whether the Note is a Dual
Currency Note, and if it is
a Dual Currency Note, the
Face Amount Currency, the
Optional Payment Currency,
the Designated Exchange
Rate, the Option Election
Dates and the Option Value
Calculation Agent.
16. If applicable, wire
transfer instructions,
including name of banking
institution where transfer
is to be made and account
number.
17. Whether such Note is to be
listed on the Luxembourg
Stock Exchange.
18. Any other applicable terms.
BB. The relevant Issuer will
advise the Fiscal Agent by
telephone or electronic
transmission (confirmed in
writing at any time on the
sale date) of the
information set forth in
Settlement Procedure "AA"
above.
CC. The relevant Issuer will
have delivered to the
Authenticating Agent an
executed Note. The
Authenticating Agent will
complete such Note and
authenticate such Note and
deliver it through the
Fiscal Agent (with the
confirmation) to the
relevant Agent, and such
Agent will acknowledge
receipt of the Note. Such
delivery will be made only
against such acknowledgment
of receipt and evidence
that instructions have been
given by such Agent for
payment to the account of
the relevant Issuer, in
funds available for
immediate use, of an amount
equal to the
price of such Note less
such Agent's commission, if
any; provided however, the
-------- -------
relevant Issuer and the
Fiscal Agent may agree on
different delivery
procedures for definitive
Registered Notes
denominated in Specified
Currencies other than U.S.
dollars. In the event that
the instructions given by
such Agent for payment to
the account of such Issuer
are revoked, such Issuer
will as promptly as
possible wire transfer to
the account of such Agent
an amount of immediately
available funds equal to
the amount of such payment
made.
The Principal Paying Agent
shall pay the relevant
Issuer the aggregate net
proceeds received by it in
immediately available funds
via a transfer of funds to
the account of the relevant
Issuer maintained at a bank
selected by such Issuer
notified to the Principal
Paying Agent from time to
time in writing.
DD. Unless the relevant Agent
purchased such Note for its
own account, such Agent
will deliver such Note
(with confirmation) to the
customer against payment in
immediately payable funds.
Such Agent will obtain the
acknowledgment of receipt
of such Note. If the
relevant Agent purchased
such Note for its own
account, such Agent will
accept delivery of such
Note against payment in
immediately available
funds, and will deliver an
acknowledgement of receipt
of such Note.
EE. Periodically, the Fiscal
Agent will send to the
relevant Issuer a statement
setting forth the principal
amount of the Registered
Notes outstanding as of
that date under the Fiscal
Agency Agreement and
setting forth a brief
description of any sales of
which such Issuer has
advised the Fiscal Agent
but which have not yet been
settled.
Settlement Procedures For sales by the relevant
Timetable; Registered Issuer of
Registered Notes to or
through an Agent,
Notes: Procedures "AA" through
"DD" set forth above shall
be completed on or before
the respective times
(London Time) set forth
below:
Settlement
Procedure;
Registered
Notes Time
----- ----
Failure to Settle: Bearer Notes. If any
------------
Agent shall have advanced its own
funds for payment against subsequent
receipt of funds from the purchaser
and if a purchaser shall fail to
make payment for a Note, such Agent
will promptly notify the relevant
Issuer, the Fiscal Agent, the
Principal Paying Agent, the
Depositary and the Euroclear
Operator and Cedel Bank by
telephone, promptly confirmed in
writing (but no later than the next
Business Day). In such event, the
relevant Issuer shall promptly
instruct the Fiscal Agent to cancel
the purchaser's interest in the
appropriate Temporary Global Note
representing such Note. Upon (i)
confirmation from the Fiscal Agent
in writing (which may be given by
telex or telecopy) that the Fiscal
Agent has cancelled such purchaser's
interest in such Temporary Global
Note and upon (ii) confirmation from
such Agent in writing (which may be
given by telex or telecopy) that
such Agent has not received payment
from the purchaser, the relevant
Issuer will promptly pay to such
Agent an amount in immediately
available funds equal to the amount
previously paid by such Agent in
respect of such Bearer Note. Such
payment will be made on the
settlement date, if possible, and in
any event not later than 12 noon
(New York City time) on the Business
Day following the settlement date.
The
Fiscal Agent and the Depositary
will make or cause to be made such
revisions to such Temporary Global
Note as are necessary to reflect the
cancellation of such portion of such
Temporary Global Note.
If a purchaser shall fail to make
payment for the Note for any reason
other than the failure of such Agent
to provide the necessary information
to the relevant Issuer as described
above for settlement or to provide a
confirmation to the purchaser within
a reasonable period of time as
described above, and if such Agent
shall have otherwise complied with
its obligations hereunder and in the
Distribution Agreement, the relevant
Issuer will reimburse such Agent on
an equitable basis for such Agent's
loss of the use of funds during the
period when they were credited to
account of such Issuer or the Fiscal
Agent.
Immediately upon such cancellation,
the Fiscal Agent will make
appropriate entries in its records
to reflect the fact that a
settlement did not occur with
respect to such Note.
Registered Notes. If a purchaser
----------------
fails to accept delivery of and make
payment for any Registered Note, the
relevant Agent will notify the
relevant Issuer and the Fiscal Agent
by telephone and return such Note to
the Fiscal Agent. Upon receipt of
such notice, the relevant Issuer
will immediately wire transfer to
the account of such Agent an amount
equal to the amount previously
credited thereto in respect of such
Note. Such wire transfer will be
made on the settlement date, if
possible, and in any event not later
than the Business Day following the
settlement date. If a purchaser
shall fail to make payment for the
Note for any reason other than the
failure of such Agent to provide the
necessary information to the
relevant Issuer as described above
for settlement or to provide a
confirmation to the purchaser within
a reasonable period of time as
described above, and if such Agent
shall have otherwise complied with
its obligations hereunder and in the
Distribution Agreement, then the
relevant Issuer will reimburse such
Agent or the Principal Paying Agent,
as
appropriate, on an equitable
basis for its loss of the use of the
funds during the period when they
were credited to the account of such
Issuer. Immediately upon receipt of
the Registered Note in respect of
which such failure occurred, the
Principal Paying Agent will xxxx
such Note "cancelled," make
appropriate entries in the Principal
Paying Agent's records and send such
Note to the relevant Issuer.
Notice of Issuance to The Listing
Agent will provide information
Luxembourg Stock with respect to
each tranche of Notes to Exchange:
be listed on the Luxembourg Stock
Exchange to such Exchange and will
advise the relevant Issuer and the
relevant Agent in writing as to the
effectiveness of the listing of such
Notes by the close of business on
the related settlement date. To the
extent required by the Luxembourg
Stock Exchange, the Agents will
provide the Listing Agent with
secondary market information
regarding any tranche of Notes
listed on the Luxembourg Stock
Exchange and the Listing Agent will
provide such information to the
Luxembourg Stock Exchange.
Listing: The Listing Agent will, on a
regular basis, provide the
Luxembourg Stock Exchange with such
information as such Exchange may
require regarding any tranches of
Notes that are listed on such
Exchange and are issued and
outstanding.
APPENDIX 1
----------
FORM OF NOTICE TO THE PRINCIPAL PAYING AGENT
--------------------------------------------
To: The Chase Manhattan Bank (National Association) London Office
Attention: Manager, Corporate Trust Operations
Re: Amended and Restated Euro MTN Distribution Agreement dated as
of July 2, 1996
Terms defined in the Administrative Procedures relating to the above-referenced
Euro MTN Distribution Agreement have the same meanings therein.
We hereby confirm our telephone instruction to prepare, complete, authenticate
and issue a Temporary Global Note in accordance with the terms of the Fiscal
Agency Agreement, the Administrative Procedures and the Pricing Supplement and
to give instructions to the Euroclear Operator and/or Cedel Bank in order for
you to:
* Credit account of [Name of Agent] with [Euroclear/Cedel Bank]** with
the following Bearer Notes:
* Separate instructions are to be sent in respect of each offer
accepted by the relevant Issuer. Repeat this information (numbering
consecutively if Bearer Notes of more than one Tranche are to be issued to an
Agent.
** Delete as appropriate.
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDEL BANK]
EXHIBIT B-1
-----------
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia Limited]
[General Electric Capital Canada Inc.]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed as to Payment
of Principal and Interest by
General Electric Capital Corporation]
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account [(A) are
beneficially owned by persons that are not residents of Canada, except residents
of Canada to whom the principal amount of Notes so beneficially owned has been
sold and who acquired the same in compliance with the securities laws of Canada
or of the applicable province or territory thereof; and (B)] (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) such financial institution has not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in
EXHIBIT B-1
-----------
Page 2
accordance with your Operating Procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.
This certification excepts and does not relate to $ _____ of such
interest in the above Notes in respect of which we are not able to certify and
as to which we understand exchange and delivery of definitive Notes (or, if
relevant, exercise of any rights or collection of any interest) cannot be made
until we do so certify.
We understand that this certification is required in connection with
[certain securities laws of Canada and] certain tax laws and, if applicable,
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: _______________, 19
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:
(Authorized Signatory)
Name:
Title:
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDEL BANK]
EXHIBIT B-2
-----------
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia Limited]
[General Electric Capital Canada Inc.]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed as to Payment
of Principal and Interest by
General Electric Capital Corporation]
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency
Agreement, as of the date hereof, ___________ principal amount of the above-
captioned Notes [(A) is beneficially owned by persons that are not residents of
Canada, except residents of Canada to whom the principal amount of Notes so
beneficially owned has been sold and who acquired the same in compliance with
the securities laws of Canada or of the applicable province or territory
thereof; and (B)](i) is owned by persons that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
EXHIBIT B-2
-----------
Page 2
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
[certain securities laws of Canada and] certain tax laws and, if applicable,
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: , 19
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDEL BANK, SOCIETE ANONYME ]
By:
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDEL BANK]
EXHIBIT C-1
-----------
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia Limited]
[General Electric Capital Canada Inc.]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally guaranteed as to Payment
of Principal and Interest by
General Electric Capital Corporation]
Represented by Permanent Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) requesting definitive [Registered/Bearer] Notes in exchange for their
interests in the above-referenced permanent Global Note and (ii) such persons
desire to exchange _____ principal amount of the above-captioned Notes for
definitive [Registered/Bearer] Notes.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
This certification excepts and does not relate to $ ____ of such
interest in the above Notes in respect of which we do not desire to exchange for
definitive Notes.
Dated: _______________, 19
[Name of Account Holder]
By:
(Authorized Signatory)
Name:
Title:
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDEL BANK]
EXHIBIT C-2
-----------
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia Limited]
[General Electric Capital Canada Inc.]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed as to Payment
of Principal and Interest by
General Electric Capital Corporation]
Represented by Permanent Global Note No. ____.
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit C-1 to the Fiscal and Paying Agency Agreement
relating to such Notes, as of the date hereof, ________ principal amount of the
above-captioned Notes (i) is owned by person(s) requesting definitive
[Registered/Bearer] Notes in exchange for their interests in the above-
referenced permanent Global Note and (ii) such persons desire to exchange ______
principal amount of the above-captioned Notes for definitive [Registered/Bearer]
Notes.
We further certify (i) that we are making available herewith for
exchange all interests in the permanent global Note and (ii) that as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the permanent global Note submitted
herewith are no longer true and cannot be relied upon as the date hereof.
Dated: ______________, 19
[XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDEL BANK, SOCIETE ANONYME]
By:
[FORM OF GUARANTEE TO BE ENDORSED ON NOTES]
EXHIBIT D-1
-----------
1. FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation (the "Guarantor"), hereby unconditionally and irrevocably guarantees
to the holder of the Note upon which this guarantee is endorsed the due and
punctual payment of any and all amounts required to be paid upon said Note
according to its terms, when, where and as the same shall become due and
payable, whether on an interest payment date, at maturity, upon redemption or
purchase or otherwise, in accordance with the terms thereof. Terms and
expressions defined in the Fiscal and Paying Agency Agreement dated as of July
2, 1996, as it may be amended or supplemented from time to time, among General
Electric Capital Corporation, GE Capital Australia Limited, General Electric
Capital Canada Inc. and The Chase Manhattan Bank (National Association), London
Branch, (the "Fiscal Agency Agreement") and the Notes shall have the same
meanings herein, except as otherwise defined herein or unless there is something
in the subject matter or context inconsistent therewith.
2. (a) In case of failure by [GE Capital Australia Limited] [General Electric
Capital Canada Inc.] or its successors or assigns (the "Issuer") punctually to
pay any such amount, the Guarantor hereby agrees to cause such payment to be
made punctually when, where and as the same shall become due and payable,
whether at maturity, upon redemption or otherwise, and as if such payment were
made by the Issuer. The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, legality or enforceability
of the Note, the absence of any action to enforce the same, the waiver or
consent by the holder of the Note with respect to any provisions thereof, the
recovery of any judgment against the Issuer or any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.
(b) The Guarantor shall be subrogated to all rights of the holder of the Note
against the Issuer in respect of any amounts paid by the Guarantor pursuant to
the provisions of this Guarantee; provided that the Guarantor shall not be
entitled to enforce or receive any payment arising out of, or based upon, such
right of subrogation until all amounts due on or to become due on or in respect
of all of the Notes shall have been paid in full or duly provided for.
(c) The Guarantor hereby waives notice of acceptance of this Guarantee and
also waives notice of nonpayment of any and all amounts payable or in respect of
said Note or any part thereof.
(d) This Guarantee is unsecured and ranks equally with all other unsecured
and unsubordinated obligations of the Guarantor.
3. (a) The Guarantor will not merge or consolidate with any other corporation or
sell, convey, transfer or otherwise dispose of all or substantially all of its
properties to any other corporation, unless (i) either the Guarantor shall be
the continuing corporation or the successor corporation (if other than the
Guarantor) (the "successor corporation") shall be a corporation organized under
the laws of the United States of America or of a state thereof and such
successor corporation shall expressly assume the due and punctual payments of
all amounts due under this Guarantee and the due and punctual performance of all
of the covenants and obligations of the Guarantor under this Guarantee endorsed
on all the Notes, by supplemental agreement satisfactory to the Fiscal and
Paying Agent executed and delivered to such Fiscal and Paying Agent by the
successor corporation and the Guarantor and (ii) the Guarantor or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, conveyance, transfer or other disposition, be in
default in the performance of any such covenant or obligation.
(b) Upon any such merger or consolidation, sale, conveyance, transfer or
other disposition, such successor corporation shall succeed to and be
substituted for, and may exercise every right and power of and shall be subject
to all the obligations of, the Guarantor under this Guarantee, with the same
effect as if
such successor corporation had been named as the Guarantor herein, and the
Guarantor shall be released from its liability as Guarantor under this Guarantee
and under the Fiscal Agency Agreement.
4. The Guarantor hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened precedent to the
creation and issuance of this Guarantee, and to constitute the same the legal,
valid and binding obligation of the Guarantor enforceable in accordance with its
terms, except that enforcement may be limited by bankruptcy, insolvency,
liquidation, reorganization and other laws of general application relating to or
affecting the rights of creditors or by general principles of equity, including
the limitation that specific performance, being an equitable remedy, is
discretionary and may not be ordered, have been done and performed and have
happened in due and strict compliance with all applicable laws.
5. This Guarantee shall be construed in accordance with and governed by the laws
of the State of New York, United States of America.
6. This Guarantee is dated the date of the Note upon which it is endorsed.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:___________________________
