GENERAL ELECTRIC CAPITAL CORPORATION
and
THE CHASE MANHATTAN BANK
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of May 3, 1999
(Supplemental to Third Amended and Restated Indenture
dated as of February 27, 1997)
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FIRST SUPPLEMENTAL INDENTURE dated as of May 3, 1999 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").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
a Third Amended and Restated Indenture dated as of February 27, 1997 between the
Company and the Trustee (the "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 (the "Securities") 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 of the Company;
and
WHEREAS, the Indenture incorporates by reference Articles One through
Fourteen of the General Electric Capital Corporation Third Amended and Restated
Standard Global Multiple-Series Indenture Provisions dated as of February 27,
1997 (the "Standard Global Provisions"); and
WHEREAS, Sections 10.01(d) and (e) of the Indenture provide that the
Company and the Trustee may enter into a supplemental indenture without the
consent of the holders of the Securities in order to establish the form or forms
or terms of Securities of any series or of the coupons appertaining to such
Securities pursuant to Section 2.01 and Section 2.02 of the Indenture and to
make such other provisions in regard to matters or questions arising under the
Indenture which shall not adversely affect the interests of the holders of any
Outstanding Securities or Coupons; and
WHEREAS, all acts and things necessary to make this First Supplemental
Indenture a valid agreement of the Company according to its terms, have been
done and performed, and the execution and delivery of this First Supplemental
Indenture have in all respects been duly authorized.
NOW, THEREFORE, WITNESSETH:
That in order to declare certain terms pertaining to the Securities issued
after the date hereof and in consideration of the premises herein contained, the
Company and the Trustee hereby agree:
Section 1. For all purposes of this First Supplemental Indenture, except
as otherwise expressly provided or unless the context otherwise requires, all
capitalized terms used and not defined herein that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Section 2. Section 2.03 is amended by amending the second sentence thereof
to read as follows:
Except as otherwise provided in this Article Two, the Trustee shall
thereupon authenticate and deliver, or cause to be authenticated and delivered,
said Securities to or for the account of the Company, upon the written order of
the Company, signed by its Chief Executive Officer, President, Chairman or any
Vice Chairman of the Board or one of its Vice Presidents (including Executive
and Senior Vice Presidents) and by its Senior Vice President-Corporate Treasury
and Global Funding Operations or its Controller, or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time
to time in such written order. If provided for in such procedures, such written
order may authorize authentication and delivery pursuant to electronic
instructions from the Company or its duly authorized agent or agents.
Section 3. Section 2.03 is amended by adding the following language to the
end of subclause (4)(b) thereof:
"provided, that, in connection with the authentication of Securities of a
series that are part of a medium-term note program, such Opinion of Counsel may,
in the alternative, state that certain terms of the Securities have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.02 in conformity with the
provisions of this Third Amended and Restated Indenture, and when such other
terms as are to be established pursuant to procedures set forth in the written
order relating to Securities of such series shall have been so established, all
such terms will have been duly established in conformity with the provisions of
this Third Amended and Restated Indenture"
Section 4. Section 2.03 is amended by added the following provision to the
end of the first paragraph thereof:
"; provided, that, in connection with the authentication of Securities of
a series that are part of a medium-term note program, the Trustee shall be
entitled to receive the documents referred to in clauses (1), (2), (3) and (4)
above only at or before the time of the first request of the Company to the
Trustee to authenticate Securities of such series and the Trustee shall be
protected in relying on such documents in authenticating Securities of such
series until such documents are superceded or revoked."
Section 5. Article Two of the Indenture is amended and supplemented by
adding the following Section 2.11:
Section 3.11. Reopening of Tranches. All Securities included in
any one Tranche need not be issued by the Company at the same time. Unless
otherwise provided, a Tranche may be reopened for issuances of additional
Securities in such Tranche upon written order of the Company in accordance with
Section 2.03 of this Third Amended and Restated Indenture with respect to such
additional Securities.
Section 6. This First Supplemental Indenture shall form a part of the
Indenture for all purposes and every holder of Securities hereafter
authenticated and delivered under the Indenture shall be bound hereby. The
Indenture as supplemented by this First Supplemental Indenture is hereby in all
respects ratified and confirmed.
Section 7. The recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
same or for the validity or sufficiency of this First Supplemental Indenture.
Section 8. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.
Section 9. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
THE CHASE MANHATTAN BANK hereby accepts the trusts in this First
Supplemental Indenture declared and provided, upon the terms and conditions
hereinabove set forth.
IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused
this First Supplemental 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 First Supplemental Indenture to be signed and acknowledged by
one of its [Vice Presidents] and its corporate seal to be affixed hereunto, and
the same to be attested by one of its [Trust Officers], as of the day and year
first written above.
[CORPORATE SEAL] GENERAL ELECTRIC CAPITAL CORPORATION
By _________________________________
Name:
Title:
Attest:
_______________________
Title:
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
By _________________________________
Name:
Title:
Attest:
_______________________
Title:
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
On the __day of ________, 1999, before me personally came _________,
to me known, who, being by me duly sworn, did depose and say that s/he resides
at ____________; that s/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 s/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 s/he signed his/her name
thereto by like authority.
[NOTARIAL SEAL]
____________________________
Notary Public
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __day of ________, 1999, before me personally came
__________, to me known, who, being by me duly sworn, did depose and say that
s/he resides at ______________; that s/he is a [Vice President] of THE CHASE
MANHATTAN BANK, one of the entities described in and which executed the above
instrument; that s/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 s/he signed
his/her name thereto by like authority.
[NOTARIAL SEAL]
____________________________
Notary Public
