AMENDMENT NO. 1
to the
AMENDED AND RESTATED FISCAL
AND PAYING AGENCY AGREEMENT
dated as of July 2, 1996
GENERAL ELECTRIC CAPITAL CORPORATION
GE CAPITAL AUSTRALIA (ACN 008 562 534)
AUSTRALIAN RETAIL FINANCIAL NETWORK (ACN 008 583 588)
GENERAL ELECTRIC CAPITAL CANADA INC.
GE CAPITAL CANADA RETAILER FINANCIAL SERVICES COMPANY
THE CHASE MANHATTAN BANK, LONDON BRANCH
AMENDMENT NO. 1, dated as of December 8, 1997, to the Amended and Restated
Fiscal and Paying Agency Agreement dated as of July 2, 1996 (as so amended, the
"Agreement") among General Electric Capital Corporation ("GE Capital") and the
other parties thereto. Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings assigned to them in the Agreement.
WHEREAS, as of the date hereof, GE Capital and the other parties hereto
desire to amend the Agreement to add the below-named institutions as additional
Issuers under the Euro MTN Program.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Cover Page of the Agreement. The list of Issuers set
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forth on the cover page of the Agreement is hereby amended to add the following:
AUSTRALIAN RETAIL FINANCIAL NETWORK (ACN 008 583 588)
GE CAPITAL CANADA RETAILER FINANCIAL SERVICES COMPANY
2. Amendment to Introduction Paragraphs of the Agreement.
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(a) The first paragraph on page 1 of the Agreement is hereby
amended to include Australian Retail Financial Network, a company organized
under the laws of the Australian Capital Territory ("ARFN") and GE Capital
Canada Retailer Financial Services Company, a Canadian corporation ("GEC
Canada RFS") in the definitions of "Issuer" and "Issuers".
(b) The second paragraph on page 1 of the Agreement is amended to
read, in its entirety, as follows:
"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, ARFN, GEC
Canada or GEC Canada RFS) 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,
ARFN, GEC Canada or GEC Canada RFS 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,
ARFN, GEC Canada or GEC Canada RFS) 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")."
3. Amendment to References to GEC Capital's Subsidiaries. Except as
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specified in Sections 1, 2, 5, 6, 7, 9, 10, and 11 herein, references in the
Agreement to GEC Australia will be amended to add a reference to ARFN. Except
as specified in Sections 1, 2, 5, 6, 7, 9, 10, and 11 herein, references in the
Agreement to GEC Canada will be amended to add a reference to GEC Canada RFS.
For example, the phrase "(in the case of Notes issued by GEC Australia or GEC
Canada)" will be amended to read "(in the case of Notes issued by GEC Australia,
ARFN, GEC Canada or GEC Canada RFS)", the phrase "(in the case of Notes issued
by GEC Australia)" will be amended to read "(in the case of Notes issued by
either GEC Australia or ARFN)", the phrase "(in the case of Notes issued by GEC
Canada)" will be amended to read "(in the case of Notes issued by either GEC
Canada or GEC Canada RFS)".
4. Amendment to References to The Chase Manhattan Bank.
(a) References in the Agreement and in all the Exhibits thereto to
"The Chase Manhattan Bank (National Association), London Branch" will be amended
to delete "(National Association)".
(b) Reference to the location of The Chase Manhattan Bank, London
Branch in Section 1 of the Agreement is hereby amended to read "Trinity Tower, 9
Xxxxxx Xxxx Street, London E1 9YT, England".
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5. Amendment to Section 3 of Agreement. The first sentence of Section
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3(a) is hereby amended by deleting the "and" at the beginning of the last clause
thereof and by adding the following immediately prior to the parenthetical at
the end thereof:
", on behalf of GEC Canada RFS by any one of GEC Canada RFS's members
of its Board of Directors, a Vice-President or an Assistant Vice
President, and on behalf of ARFN by any one of ARFN's members of its
Board of Directors, a Vice-President or an Assistant Vice President ."
6. Amendment to Section 8 of the Agreement.
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(a) Sections 8 is hereby amended to add new clauses (xv) and (xvi)
which shall be identical in all respects to clauses (vi) and (x) respectively,
except that references to GEC Australia contained in clauses (vi) and (x) shall
be changed so that in clauses (xv) and (xvi) such reference shall be to ARFN.
(b) Sections 8 is hereby amended to add new clauses (xvii), (xviii),
(xix) and (xx) which shall be identical in all respects to clauses (vii), (xi),
(xii) and (xiii) respectively, except that references to GEC Canada contained in
clauses (vii), (xi), (xii) and (xiii) shall be changed so that in clauses
(xvii), (xviii), (xix) and (xx) such reference shall be to GEC Canada RFS.
7. Amendment to Section 9 of the Agreement.
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(a) Sections 9(b) and (e) shall be amended in their entirety in order
to apply to Notes issued by ARFN, as well as to GEC Australia, and when applied
in the case of ARFN, references in Sections 9(b) and (e) shall be amended to
refer to ARFN, and when applied in the case of GEC Australia, references in
Sections 9(b) and (e) shall be amended to refer to GEC Australia.
(b) Sections 9(c) and (f) shall be amended in their entirety in order
to apply to Notes issued by GEC Canada RFS, as well as to GEC Canada, and when
applied in the case of GEC Canada RFS, references in
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Sections 9(c) and (f) shall be amended to refer to GEC Canada RFS, and when
applied in the case of GEC Canada, references in Sections 9(c) and (f) shall be
amended to refer to GEC Canada.
8. Amendment to Section 19 of the Agreement.
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(a) Section 19 of the Agreement is hereby amended by adding the
following:
Australian Retail Financial Network (ACN 008 583 588)
Address: 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx 0000, Xxxxxxxxx
Phone: 000 0000-0000
Fax: 000 0000-0000
Attention: Xxx Xxxxxx
GE Capital Canada Retailer Financial Services Company
Address: c/o 0000 Xxxxxxxxxx Xxxx., Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Phone: 000-000-0000
Fax: 000-000-0000
Attention: Xxxxxx Xxxxxxxx, Assistant Secretary
(In each case with a copy to the Guarantor at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX
00000 Attention: Senior Vice President - Corporate Treasury and Global Funding
Operation)
(b) The address of the Fiscal and Paying Agent is hereby amended as
follows:
The Chase Manhattan Bank, London Branch
Address: Xxxxxxx Xxxxx, 0 Xxxxxx Xxxx Xxxxxx, Xxxxxx X0 0XX, Xxxxxxx
Phone: 000 00 0000 000000
Fax: 000 00 0000 000000
Attention: Manager, Global Trust Services Operations
9. Amendment to Exhibit A Administrative Procedures. Exhibit A of the
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Agreement is hereby amended by the amendments thereto contained in Section 9 of
Amendment No. 1, dated as of December 8, 1997, to the Amended and Restated Euro
MTN Distribution Agreement, dated as of July 2, 1996.
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10. Amendment to Exhibits X-0, X-0, X-0 and C-2 Forms of Certificate to
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be Given by an Account Holder of the Euroclear Operator and Cedel Bank and Forms
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of Certificate to be Given by the Euroclear Operator and Cedel Bank. The title
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caption on the covers of the certificates is hereby amended to add the following
before "Euro Medium-Term Notes or Other Debt Securities":
[Australian Retail Financial Network (ACN 008 583 588)]
[GE Capital Canada Retailer Financial Services Company]
11. Amendment to Exhibit D-1 Form of Guarantee to be Endorsed on Notes.
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(a) The second sentence of paragraph 1 is amended to read in its
entirety as follows:
"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,
Australian Retail Financial Network, General Electric Capital Canada Inc.,
GE Capital Retailer Financial Services Company and The Chase Manhattan
Bank, London Branch, (the "Fiscal Agency Agreement") and said 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."
(b) The first sentence of paragraph 2(a) is amended to read in its
entirety as follows:
"In case of failure by [GE Capital Australia] [General Electric Capital
Canada inc.] [Australian Retailer Financial Network (ACN 008 583 588)] [GE
Capital Canada Retailer Financial Services Company] or its successors or
assigns (the "Company") 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 be come due and payable, whether at maturity, upon
redemption or otherwise, and as if such payment were made by the Company."
(c) References to "the Issuer" are hereby deleted and replaced with
references to "the Company".
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12. Governing Law. This Amendment No. 1 to the Agreement shall be
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governed by the laws of the State of New York applicable to agreements made and
to be performed in such State.
13. Miscellaneous. All provisions of this Amendment No. 1 shall be
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deemed to be incorporated in, and made part of, the Agreement, and the
Agreement, as amended and supplemented by this Amendment No. 1, shall be read,
taken and construed as one and the same instrument. This Amendment No. 1 may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of
the date first written above.
GENERAL ELECTRIC CAPITAL CORPORATION
By /S/
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President - Corporate Treasury
and Global Funding Operation
GE CAPITAL AUSTRALIA
By /S/
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
AUSTRALIAN RETAIL FINANCIAL NETWORK
By /S/
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
GENERAL ELECTRIC CAPITAL CANADA INC.
By /S/
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President - Corporate Treasury
and Global Funding Operation
GE CAPITAL CANADA RETAILER FINANCIAL
SERVICES COMPANY
By /S/
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President - Corporate Treasury
and Global Funding Operation
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THE CHASE MANHATTAN BANK, LONDON BRANCH
as Fiscal and Paying Agent
By /S/
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Name: Xxxxx Xxxxxxx
Title: Vice President
