EXHIBIT 4(d)
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GENERAL ELECTRIC CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK,
Trustee
___________________________________
THIRD AMENDED AND RESTATED
INDENTURE
Dated as of February 28, 1997
__________________________________
Notes
_______________________________________________________________________________
THIS THIRD AMENDED AND RESTATED INDENTURE, dated as of February 28,
1997, between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized
and existing under the laws of the State of New York (the "Company"), and THE
CHASE MANHATTAN BANK, a bank duly organized and existing under the laws of the
State of New York, as trustee (the "Trustee"),
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has heretofore executed and delivered to
Mercantile-Safe Deposit and Trust Company, a bank and trust company incorporated
under the laws of the State of Maryland, as trustee, an indenture dated as of
March 15, 1986 (the "Original Indenture"), providing for the issuance by the
Company from time to time of its unsecured notes or other evidences of
indebtedness to be issued in one or more series up to such principal amount or
amounts as may from time to time be authorized in or pursuant to one or more
resolutions of the Board of Directors, as supplemented by a First Supplemental
Indenture dated as of December 15, 1987, amending certain provisions of the
Original Indenture; and
WHEREAS, the Company has heretofore executed and delivered to The Bank
of New York, a banking corporation duly organized and existing under the laws of
the State of New York, as trustee (the "Prior Trustee"), an indenture dated as
of June 15, 1994 (as supplemented, the "Amended and Restated Indenture"),
amending and restating the Original Indenture, as supplemented; and
WHEREAS, the Prior Trustee has heretofore resigned as trustee, and the
Company has appointed the Trustee as successor trustee pursuant to an Instrument
of Assignment, Appointment and Acceptance dated as of May 15, 1995, among the
Company, the Prior Trustee and the Trustee; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of June 15, 1994 (the "Second Amended and Restated
Indenture"), amending and restating the Amended and Restated Indenture, and
which Second Amended and Restated Indenture was supplemented by a First
Supplemental Indenture dated as of August 1, 1996, amending certain provisions
of the Second Amended and Restated Indenture; and
WHEREAS, the Second Amended and Restated Indenture incorporates by
reference Articles One through Fourteen of the General Electric Capital
Corporation Second Amended and Restated Standard Multiple-Series Indenture
Provisions dated as of June 15, 1994 (the "Second Amended and Restated Standard
Provisions"); and
WHEREAS, it is provided in Section 10.01 of the Second Amended and
Restated Indenture, among other things, that without the consent of the holder
of any security issued under the Second Amended and Restated Indenture, the
Company and the Trustee (as defined in the Second Amended and Restated Standard
Provisions) may enter into indentures supplemental thereto to make provisions in
regard to matters arising under the Second Amended and Restated Indenture which
shall not adversely effect the interests of the holders of any such security;
and
WHEREAS, in accordance with Section 10.01 of the Second Amended and
Restated Indenture, the Company desires, and the Trustee has agreed, to enter
into this Third Amended and Restated Indenture to amend and restate the Second
Amended and Restated Indenture and the Second Amended and Restated Standard
Provisions in their entirety with effect from and after the date hereof; and
WHEREAS, all acts and things necessary to make this Third Amended and
Restated Indenture a valid agreement of the Company according to its terms, have
been done and performed, and the execution and delivery of this Third Amended
and Restated Indenture have in all respects been duly authorized,
NOW, THEREFORE, WITNESSETH:
That in order to declare the terms and conditions upon which the
Securities (as defined below) issued after the date hereof are, and are to be,
authenticated, issued and delivered, and in consideration of the premises, of
the purchase and acceptance of the Securities by the holders thereof and of the
sum of one dollar duly paid to it by the Trustee at the execution and delivery
of these presents, the receipt whereof is hereby acknowledged, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of any series
thereof, that the Second Amended and Restated Indenture is hereby amended and
restated, with effect only from and after the date hereof, in its entirety as
follows:
Incorporation by Reference
--------------------------
Solely for the purpose of this Third Amended and Restated Indenture
and the Securities issued from and after the date hereof, the Second Amended and
Restated Standard Provisions, as heretofore amended or supplemented, are deleted
in their entirety and there is substituted in lieu thereof Articles One through
Fourteen of the General Electric Capital Corporation Third Amended and Restated
Standard Multiple-Series Indenture Provisions dated as of February 28, 1997 (the
"Third Amended and Restated Standard Provisions"), which are hereby incorporated
herein by reference with the same force and effect as though fully set out
herein.
For purposes of this Third Amended and Restated Indenture, the terms
"Security" or "Securities", when used in the Third Amended and Restated Standard
Provisions, shall mean any Note or Notes, as the case may be, authenticated and
delivered under this Third Amended and Restated Indenture.
THE CHASE MANHATTAN BANK hereby accepts the trusts in this Third
Amended and Restated Indenture declared and provided, upon the terms and
conditions hereinabove set forth.
IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused
this Third Amended and Restated Indenture to be signed and acknowledged by its
Senior Vice President-Corporate Treasury and Global Funding Operation, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries, and THE CHASE MANHATTAN BANK has
caused this Third Amended and Restated Indenture to be signed and acknowledged
by one of its Second Vice Presidents, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Assistant Treasurers as of
the day and year first written above.
[CORPORATE SEAL] GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Corporate Treasury and
Global Funding Operation
Attest:
/s/ Xxxxx X. Xxxxxxx
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Title: Assistant Secretary
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Second Vice President
Attest:
/s/
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Title: Assistant Treasurer
STATE OF CONNECTICUT)
: ss.:
COUNTY OF FAIRFIELD )
On the 3rd day of June, 1997, before me personally came Xxxxxxx X.
Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000; that he is Senior
Vice President Corporate Treasury and Global Funding Operation of GENERAL
ELECTRIC CAPITAL CORPORATION, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxx X. Xxxxxx
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Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK)
On the 27th day of February, 1997, before me personally came Xxxx
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that she
resides in Staten Island, New York; that she is a Second Vice President of THE
CHASE MANHATTAN BANK, one of the corporations described in and which executed
the above instrument; that she knows the corporate seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that she
signed her name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxxxx
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Notary Public
